UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2009
OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 2010.

~~For~~¨ ~~the~~TRANSITION ~~transition~~REPORT ~~period~~PURSUANT ~~from _____________ to~~TO ~~_____________~~ SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO________________.

~~Commission~~VIRTUAL MEDICAL ~~file~~CENTRE, ~~number: 333-131081~~INC.

CLIFF ROCK RESOURCES CORP.

(Exact name of registrant as specified in its charter)

Nevada		98-0459440
NEVADA		98-0459440
(State of other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
(State of or other jurisdiction of incorporation or organization)		(IRS Employer I.D. No.)
2436 – 27th Street SW
Calgary, Alberta, Canada		T3E 2G3
(Address of principal executive offices)		(Zip Code)

~~(403)~~L1, ~~389-3488~~414 Scarborough Beach Road, Osborne Park, WA, Australia, 6017

(Address of Principal Executive Office)

+61-8-938-0344

(Registrant’s telephone number, including area code)

~~SECURITIES~~Securities registered ~~REGISTERED~~under ~~PURSUANT~~Section ~~TO SECTION~~ 12(b) OFof ~~THE~~the ~~ACT~~Exchange Act: ~~None~~ NONE

~~SECURITIES~~Securities registered ~~REGISTERED~~under ~~PURSUANT~~Section ~~TO SECTION~~ 12(g) OFof ~~THE~~the ~~ACT~~Exchange Act: Common Stock, par value $0.001 ~~par value~~

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes þ o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨Yes o þ No x

Indicate by ~~checkmark~~check mark whether the registrant (1) has filed all reports required to be filed byunder Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes x ¨ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate ~~Web site~~Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 ofif Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or ~~for~~ such shorter period that the registrant was required to submit and post such files). þ Yes o ¨ No o

Indicate by ~~checkmark~~check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained ~~herein~~in this form, and ~~will~~no ~~not~~disclosure bewill be contained, to the best of ~~the~~ registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to ~~the~~this Form 10-K. o ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting ~~company~~Company. See definition ~~the definitions~~ of “large accelerated filer,” “accelerated filer” and “smaller reporting ~~company~~Company” in Rule 12b-2 of the Exchange Act. (Check one):

Large ~~Accelerated~~accelerated ~~Filer~~filer o¨ Non-accelerated filer ¨ Accelerated ~~Filer~~filer o¨ Smaller reporting Company þ

~~Non-Accelerated~~Indicate by ~~Filer~~check omark ~~Smaller~~whether ~~Reporting~~the registrant is a shell Company x(as defined in Rule 12b-2 of the Act). ¨Yes þ No

The ~~Indicate~~aggregate bymarket ~~check~~value ~~mark~~of ~~whether~~ the ~~registrant~~voting isand anon-voting ~~shell~~common ~~company~~equity (held by non-affiliates as ~~defined~~of inDecember ~~Rule~~31, ~~12b-2~~2009, based on the closing price of the Over-The-Counter ~~Act).~~Bulletin ~~Yes~~Board xwas $766,920.

~~State~~Number ~~the~~of shares ~~aggregate~~outstanding ~~market value~~ of the ~~voting~~registrant’s ~~and non-voting~~ common ~~equity~~stock, ~~held~~$0.001 bypar ~~non-affiliates computed by reference to the price at which the common equity was last sold~~value, outstanding oron ~~the~~October ~~average bid and asked price of such common equity~~6, ~~as of the last business day of the registrant’s most recently completed second fiscal quarter~~2010: 84,253,764.

$905,640 as of March 31, 2009, based on a last sale price on the OTCBB of $0.06.

The number of shares of the Registrant’s Common Stock outstanding as of December 16, 2009 was 45,282,000.

TABLE OF CONTENTS

Page

		Page
PART I

ITEM 1.	DESCRIPTION OF BUSINESS	1
ITEM 1A.	RISK FACTORS	7
ITEM 2.	DESCRIPTION OF PROPERTY	16
ITEM 3.	LEGAL PROCEEDINGS	16
ITEM 4.	REMOVED AND RESERVED	16

PART II

ITEM 5.	MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	17
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION	19
ITEM 8.	FINANCIAL STATEMENTS	24
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE	42
ITEM 9A.	CONTROLS AND PROCEDURES	42
ITEM 9B.	OTHER INFORMATION
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	43
ITEM 11.	EXECUTIVE COMPENSATION	45
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	47
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR	49
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	49
ITEM 15.	EXHIBITS	50

SIGNATURE		52

PART I 2

ITEM 1 BUSINESS 2

ITEM 1A. RISK FACTORS 3

ITEM 1B UNRESOLVED STAFF COMMENTS 7

ITEM 2 DESCRIPTION OF PROPERTY 7

ITEM 3 LEGAL PROCEEDINGS 10

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 10

PART II 10

ITEM 5 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 10

ITEM 6. SELECTED FINANCIAL DATA 11

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 11

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 13

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 14

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 15

ITEM 9A(T). CONTROLS AND PROCEDURES 15

ITEM 9B. OTHER INFORMATION 16

PART III 16

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS 16

ITEM 11. EXECUTIVE COMPENSATION 18

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS 19

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE 20

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 21

PART IV 21

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 21

SIGNATURES 23

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K and the exhibits attached hereto contain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements concern our anticipated results and developments in our operations in future periods, planned exploration and development of our properties, plans related to our business and matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. We use words like “expects,” “believes,” “intends,” “anticipates,” “plans,” “targets,” “projects” or “estimates” in this annual report. When used, these words and other, similar words and phrases or statements that an event, action or result “will,” “may,” “could,” or “should” result, occur, be taken or be achieved, identify “forward-looking” statements. Such forward-looking statements are subject to certain risks and uncertainties, both known and unknown, and assumptions, including, without limitation, risks related to:

• our failure to obtain additional financing; • our inability to continue as a going concern; • the unique difficulties and uncertainties inherent in the mineral exploration business; • the inherent dangers involved in mineral exploration; • our President’s and Secretary/Treasurer’s inability or unwillingness to devote a sufficient amount of time to our business operations; • governmental regulations and processing licenses in British Columbia, Canada; • uncertainty as to the termination and renewal of our British Columbia mining claim; • our exploration program; • cmpetition within the mineral exploration industry in British Columbia; • native land, reclamation and environmental remediation requirements in British Columbia; and • our common stock.

The preceding bullets outline some of the risks and uncertainties that may affect our forward-looking statements. For a full description of risks and uncertainties, see the sections elsewhere in this Form 10-K entitled “Risk Factors”, “Description of the Business” and “Management’s Discussion and Analysis”. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected.

Our management has included projections and estimates in this annual report, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the Securities and Exchange Commission or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as required by law.

We qualify all the forward-looking statements contained in this annual report by the foregoing cautionary statements.

PART I

ITEM 1. – DESCRIPTION OF BUSINESS

~~As used in this annual report, unless otherwise indicated, the terms “we,” “us,” “our,” “Cliff Rock” and the “~~Company~~” all refer to Cliff Rock Resources Corp. All dollar amounts in this annual report are expressed in US dollars unless otherwise indicated.~~ Overview

~~Business~~Virtual Medical ~~Development~~Centre, Inc. (“Virtual Medical,” the “Company,” “we,” or “us”) was incorporated on February 4, 2005 under the laws of the state of Nevada under the name “Cliff Rock Resources Corp”, and was originally organized for the purpose of acquiring mineral exploration projects. On May 27, 2010, the Company entered into an Exchange Agreement, more fully described below (the “Exchange Agreement”), with Virtual Medical Centre Limited (“VMC”), a company incorporated under the laws of Australia on August 28, 2001. VMC is engaged in the business of providing online medical content, continuing medical education and health information to consumers, patients and medical professionals. Pursuant to the terms of the Exchange Agreement, on July 12, 2010 the Company filed an amendment to its Articles of Incorporation changing its name to “Virtual Medical Centre, Inc.”

~~We were incorporated on February 4, 2005 under the laws~~ Merger of ~~the~~Cliff ~~state~~Rock ofand ~~Nevada. Our principal offices are located at 2436 – 27th Street SW, Calgary, Alberta, Canada. Our phone number is (403) 389-3488.~~VMC

WeOn ~~were~~May 27, ~~incorporated~~2010 (the “Closing Date”), Cliff Rock entered into the Exchange Agreement with VMC and a Share Sale Agreement (the ~~intention~~“Share Sale Agreement”) with each of ~~acquiring~~the ~~mineral~~shareholders ~~exploration~~and ~~projects~~option holders of VMC, pursuant to which Cliff Rock acquired all of the issued and outstanding ordinary shares (“VMC Shares”) and options (“VMC Options”) of VMC. Prior to the Exchange Agreement, there was no relationship between Cliff Rock and VMC or their respective affiliates, other than in respect of the Exchange Agreement and the transactions contemplated thereby.

~~Business~~In accordance with the terms of ~~Issuer~~the Exchange Agreement, Cliff Rock issued an aggregate of 71,471,764 shares of its common stock, par value $0.001 per share (the “Cliff Rock Shares”), to the shareholders of VMC (the “VMC Shareholders”) 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”).

WeThe Exchange ~~are~~Agreement anprovided ~~Exploration~~that ~~Stage~~after ~~Company~~the Closing Date, asthe ~~defined~~Company bywould ~~Statement~~use all ofreasonable ~~Financial~~efforts ~~Accounting~~to ~~Standard~~raise up to AU$6,000,000 (~~“SFAS”~~$5,328,000), ~~No.7~~either ~~“Accounting~~through the ~~and~~issuance ~~Reporting~~of ~~for~~equity, ~~Development~~convertible ~~Stage~~securities ~~Enterprises”.~~or ~~Our~~debt, ~~principal~~or ~~business~~a iscombination thereof, ~~the~~at ~~acquisition~~a ~~and~~purchase ~~exploration~~price of ~~mineral~~not ~~resources~~less that AU$0.30 ($0.266) per share (the “Minimum Purchase Price”).

~~Our~~In ~~plan~~order to mitigate the effects of ~~operations~~future isfinancings, toWayne ~~conduct~~Hughes, ~~mineral~~VMC’s ~~exploration~~Chief Executive ~~activities~~Officer, onThomas ~~our~~Maher, ~~IQUE~~VMC’s ~~Claim~~Chief ~~(sometimes~~Operating ~~referred~~Officer, toand ~~herein~~Dr. asAndrew Dean, a director of VMC (collectively, the “~~Property~~VMC Directors and Officers”) inagreed that ~~order~~an toaggregate ~~assess~~of ~~whether~~20,000,000 itshares ~~possesses~~of ~~commercially~~common ~~exploitable~~stock ~~reserves~~ of ~~copper,~~Cliff ~~gold~~Rock orotherwise issuable ~~other~~to ~~metals.~~them Weunder ~~have~~the ~~not,~~Share ~~nor~~Exchange ~~has~~be ~~any~~placed ~~predecessor,~~into ~~identified~~escrow ~~any~~(the ~~commercially~~“Escrow Shares”) ~~exploitable~~for ~~reserves~~a period of ~~these~~three ~~minerals~~years onfrom the ~~IQUE~~Closing ~~Claim.~~Date, Wein ~~are~~accordance anwith ~~exploration~~the ~~stage~~terms ~~company~~of ~~and~~an ~~there~~escrow isagreement no(the ~~assurance~~“Escrow ~~that~~Agreement”). aUnder ~~commercially~~the ~~viable~~Escrow Agreement, ~~mineral~~one-sixth ~~deposit~~(1/6) ~~exists~~of on the ~~IQUE~~Escrow ~~Claim.~~Shares Atare ~~this~~to ~~time~~be wereleased ~~are~~to ~~uncertain~~the ofVMC Officers ~~the~~and ~~number~~Directors, ofon ~~mineral~~a ~~exploration~~pro-rata ~~phases~~basis, wefor ~~will~~every ~~have~~AU$1,000,000 to($888,000) in ~~conduct~~financing ~~before~~raised ~~concluding~~by ~~that~~the ~~there~~Company ~~are,~~at ora ~~are~~price ~~not,~~per ~~commercially~~share ~~viable~~equal ~~minerals~~to onor greater than AU$0.30 ($0.266) (the ~~IQUE~~“Financing ~~Claim~~Release”). If ~~Our~~the ~~continued~~Company consummates ~~existence~~one ~~and~~or ~~plans~~more ~~for~~financing ~~future~~transactions ~~growth~~at ~~depend~~a onprice ~~our~~per ~~ability~~share tothat ~~obtain~~is less than AU$0.30 ($0.266), the ~~capital~~Escrow ~~necessary~~Shares are to ~~operate~~be ~~through~~released to the ~~issuance~~Company offor cancellation ~~additional~~at ~~equity shares.~~the following rate:

~~Business~~X ~~Strategy~~= Y - (A)(Y)

On February 4, 2005 we acquired a 100% interest in one (1) unpatented mineral claim, representing 20 Units, known as the IQUE Claim, located on Vancouver Island, British Columbia (“BC”), Canada from Laurence Stephenson (“Stephenson”), of White Rock, BC, for $7,500, which sum consisted of assessment costs of $3,600, filing fees of $700, geological report costs of $2,200, and the Property purchase payment of $1,000. In accordance with the Purchase Agreement for the IQUE Claim, Stephenson provided a geological report on the IQUE Claim. Stephenson agreed to provide us with geological consulting services for the IQUE Claim and to maintain the claim in good standing until January 12, 2007. Since that date, we have restaked the IQUE Claim or made cash payments in lieu of work done on the Property at a total cost of $1,597. The expiry date of the IQUE Claim is January 31, 2010. B

“Unpatented mineral claim” means a plot of ground that “acquires” the right to the minerals which were available at the time of location. The title holder has the right to use the surface of the claim for mining purposes only. Located (staked) mineral claims are referred to as “unpatented” claims. Title to unpatented claims are issued and administered by the British Columbia Mineral Titles Branch, Ministry of Energy and Mines. 1

In British Columbia, all mining claims are valid for one year. To maintain the IQUE Claim, we are required to file evidence that exploration work has been carried out on the claim with the Province of British Columbia during the current year or pay cash in lieu of work of Cdn$100 per claim unit. If exploration work is not done on the claim or cash is not paid in lieu thereof in any year, the claim will lapse and title will revert to the Province of British Columbia.Where:

~~There~~X = the ~~are~~number noof Escrow ~~known~~Shares ~~environmental~~to ~~concerns~~be orreleased ~~parks designated~~ for ~~any~~cancellation ~~area~~by ~~contained within~~ the ~~IQUE Claim, and logging operations have been very active in the recent past~~Company. ~~There are no encumbrances on the IQUE Claim. If advanced exploration proceeds, however, there may be bonding requirements for reclamation.~~

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 = AU$0.30 ($0.266).

Any Escrow Shares remaining three years after the Closing Date, after giving effect to the Financing Release and the cancellation of Escrow Shares set forth above, will be released to the VMC Officers and Directors.

Under the Exchange Agreement and the Share Sale Agreement, the VMC Shareholders have agreed that their Cliff Rock Shares issued pursuant to the Share Exchange are subject to a six month voluntary lock up commencing on the Closing Date.

Prior to the Closing Date, Cliff Rock 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 71,471,764 Cliff Rock Shares issued in connection with the Exchange Agreement, which represented approximately 84.8% of the post-exchange issued and outstanding shares of Cliff Rock common stock. Following the Closing Date, in accordance with the terms of the Exchange Agreement, the authorized capitalization of the Company was increased from 100,000,000 shares of common stock, $0.001 par value, to 200,000,000 shares of common stock, $0.001 par value, by a Certificate of Amendment effective July 12, 2010. The Company has further secured the approval of a majority of its shareholders for a further increase in the Company’s capital stock and authorization of preferred stock and has filed a preliminary information statement relating to such approval with the Securities and Exchange Commission on Schedule 14C.

The issuance of the 71,471,764 Cliff Rock Shares (now, shares of the Company’s common stock) to the VMC Shareholders was deemed by Cliff Rock and VMC to be a reverse acquisition for accounting purposes, as the former VMC Shareholders control the Company following the Share Exchange. Accordingly, VMC is regarded as the predecessor entity as of the Closing Date. Further, for accounting purposes, the Company 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. The Company will continue to file annual and quarterly reports based upon the fiscal year-end of VMC, the accounting acquirer, which is June 30.

History of VMC

VMC was originally named “Virtual Cancer Centre Pty Ltd.” and was incorporated as an Australian corporation on August 28, 2001, with a name change to “Virtual Medical Centre Pty Ltd.” on July 23, 2007. The Company changed its status from a proprietary company (Pty Ltd) to a public company (Limited) on December 17, 2007 and further changed its name to Virtual Medical Centre Limited.

~~Employees~~Virtual Cancer Centre was created by Dr. Andrew Dean, a senior palliative care specialist in Western Australia, in response to the level of misinformation on medical issues that he perceived on the internet in the early 2000s. Dr. Dean discovered that his patients had a pronounced need for information on cancer, and he thus developed an intranet site about cancer at his hospital for his patients’ use. Shortly after developing his site, medical professionals and patients from other hospitals requested access to the information, leading to the creation of the internet-based Virtual Cancer Centre in August 2001. Virtual Cancer Centre also formed the Editorial Advisory Board (EAB) to provide an information resource about popular topics in oncology and to provide a channel for medical oncologists to communicate this information to their patients. Virtual Cancer Centre offered reputable health professionals a means of counterbalancing misleading alternative information found on the internet with credible, evidence-based health information.

AtThe Virtual ~~this~~Cancer ~~time,~~Centre wewebsite ~~have~~grew noin ~~employees~~popularity ~~other~~and ~~than~~internet ~~our~~traffic ~~president,~~on ~~secretary~~the strengths of its easy presentation of useful information and ~~treasurer.~~successful implementation Weof ~~conduct~~the ~~our~~EAB ~~business~~model ~~largely~~(which ~~through~~afforded ~~agreements~~participating ~~with~~specialists ~~consultants~~direct ownership and control of the website and its information). As a result, practitioners in other ~~independent~~specialties ~~third~~began ~~party~~to ~~vendors~~learn about VMC’s EAB model, and ~~have~~demand ~~current~~spread ~~verbal~~to ~~agreements~~extend the website’s coverage to information on non-cancer illnesses. Thus, in ~~place~~2007, ~~with:~~Virtual Cancer Centre became the Virtual Medical Centre (VMC) website, providing free health information to health professionals and the general public on over 22 specialist areas at its health portal, www.virtualmedicalcentre.com.

~~(a)~~Since ~~our~~its inception, ~~consulting~~www.virtualmedicalcentre.com has ~~geologist,~~grown to ~~review~~become ~~all~~one of ~~the~~Australia’s leading ~~results~~providers ~~from~~of ~~exploratory~~free ~~work~~online medical ~~performed~~content, continuing medical education and health information for consumers, patients and medical professionals. The VMC website has been expanded to most medical disciplines, including gastroenterology, rheumatology, cardiology, respiratory medicine and neurology, and features more than 1,100 medical specialists on the ~~Property~~EAB from Australia, the U.S., Canada, New Zealand and the ~~make~~United ~~recommendations~~Kingdom. ~~based~~The onEAB ~~those~~regularly ~~results~~contributes content in ~~exchange~~the form of articles and videos and edits and reviews other content for ~~payments~~quality ~~equal~~control purposes. toCurrently, the ~~usual~~VMC website has approximately 10,000 members from the medical community, which represents approximately 20% of all medical professionals in Australia. The VMC model is to provide up-to-date and ~~customary~~relevant ~~rates~~content, ~~received~~designed and written both by ~~geologists~~doctors ~~performing~~for ~~similar~~doctors ~~consulting~~and ~~services;~~by doctors for consumers.

~~(b)~~The ~~our~~VMC website features ~~outside~~more ~~auditors~~than 30,000 pages of medical information, paid market research and continuing medical education services. Currently, the website experiences more than 500,000 unique visitors and 5 million page views per month, with approximately 70% on average of such traffic originating from Australia, and 10% from the U.S. The Company believes that the quality and approach to ~~perform~~online ~~requested~~medical ~~accounting~~information ~~functions~~represented aton ~~their~~the ~~normal~~www.virtualmedicalcentre.com website sets it apart from other medical content providers. In contrast to many of its larger competitors and ~~customary~~other ~~rates;~~sites that provide a fragmented and untargeted approach to information of a health or medical nature, the guiding principle of the VMC website is to provide comprehensive, targeted and current information on a range of health and medical issues and topics in a consumer and patient friendly medical journal style.

~~(c)~~VMC generates ~~our~~its ~~director~~revenue from large multinational pharmaceutical companies and other high profile health-related advertisers through the online advertisement of prescription medicines strictly to ~~provide~~doctors usand ~~with~~non-prescription ~~office~~health products ~~space~~to consumers. Additional revenue is also derived from the provision of content to a leading online publisher, ~~telephone~~Telstra ~~answering~~Australia (BigPond). For ~~and~~VMC’s ~~secretarial~~fiscal ~~services~~year ended June 30, 2010, Telstra Australia (BigPond) represented approximately 34% of VMC’s revenue. ~~See~~No ~~“Related~~other customer ~~Party~~represented ~~Transactions”~~more than 10% of VMC’s revenue for ~~details~~the period.

AtCurrent Business ~~this~~of ~~time,~~our ~~we do not have pension, health, annuity, insurance, profit sharing or similar benefit plans. There are no personal benefits available to any employee.~~Company

~~ITEM~~Following 1Athe ~~RISK~~reverse ~~FACTORS~~merger with Cliff Rock, on May 27, 2010, the Company commenced operations of its business in the United States. The Company’s stock was initially quoted on the Over-the-Counter Bulletin Board and is now quoted on the Over the Counter QB (the “OTCQB”) and Pink Sheets under the symbol “VMCT” (formerly “CLFR”). One hundred percent of VMC’s earnings are reported and reflected as earnings of the Company, which currently represent all of the Company’s earnings. We expect to use earnings from VMC and the proceeds from any future financings to fund our working capital needs, proposed investments by VMC and future acquisitions as we continue our growth.

Much of the information included in this annual report includes or is based upon estimates, projections or other forward-looking statements. Such forward-looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other forward-looking statements involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other forward-looking statements. Prospective investors should consider carefully the risk factors set out below.

Risks Relating to the Company

If we do not obtain additional financing, our business will fail.

Our continued existence and plans for future growth depend on our ability to obtain the capital necessary to operate through the sale of equity shares. We will need to raise additional capital to fund normal operating costs and exploration efforts. If we are not able to generate sufficient revenues and cash flows or obtain additional or alternative funding, we will be unable to continue as a going concern. Our recurring losses and negative cash flow from operations raise substantial doubt about our ability to continue as a going concern.

As at September 30, 2009 we had cash of $9 and a working capital deficit of $115,148.

We have not declared or paid any cash dividends on our shares since incorporation and do not anticipate doing so in the foreseeable future.

We may be unable to continue as a going concern.

As discussed in Note 1 to our financial statements contained elsewhere in this annual report, we have not generated any revenue or profitable operations since inception and will need to obtain equity financing and profitable operations to continue as a going concern. Also, we have a working capital deficit. These factors raise substantial doubt about our ability to continue as a going concern. We are in the process of seeking sufficient financing to implement our business strategy. Because we will need additional financing to fund our extensive exploration activities there is substantial doubt about our ability to continue as a going concern.

We have incurred a net loss of $199,548 for the period from February 4, 2005 (date of inception) to September 30, 2009. We estimate that we will be required to raise at least $100,000 during the fiscal year ending September 30, 2010 to satisfy our planned technical review and exploration activities for the IQUE Claim and general working

~~capital~~We ~~requirements~~plan ~~for~~to ~~general~~license ~~administrative~~all content, information platforms and ~~other~~services ~~expenses.~~from ~~However,~~our wewholly doowned ~~not~~subsidiary ~~have~~VMC. ~~any~~Terms of ~~commitments~~the tolicense ~~fund~~are ~~these~~under ~~costs.~~negotiation ~~Therefore,~~and weare ~~have~~expected to ~~raise~~close ~~an additional $100,000~~ in the ~~next~~autumn ~~twelve months~~of 2011. We ~~believe~~also ~~that~~currently ~~such~~have ~~funds,~~a iflicensing ~~raised,~~arrangement ~~will~~with beTelstra Australia ~~sufficient~~(BigPond) to ~~meet~~provide ~~our~~BigPond ~~liquidity~~with ~~requirements~~comprehensive ~~through~~health ~~September 30, 2010. Our future is dependent upon our ability to obtain financing~~ and well-being ~~upon~~content ~~future~~for ~~profitable~~their ~~operations~~new ~~from~~online ~~the~~health ~~commercial exploitation of the IQUE Claim~~section. ~~These factors raise substantial doubt that we will be able to continue as a going concern.~~

~~Because~~ Strong ofmarket demand from the Australian ~~unique~~pharmaceutical ~~difficulties~~industry for a real-time online market research tool has guided VMC to design, develop and ~~uncertainties~~promote ~~inherent~~two innew ~~the~~web ~~mineral~~portals ~~exploration~~that ~~business~~are mutually beneficial: Visum and its associated portal, wePrimo ~~face~~DR. aThese ~~high~~portals are ~~risk~~actively ofexpanding ~~business~~VMC’s ~~failure~~professional membership base.

~~Potential~~· ~~investors~~Visum: ~~should~~Visum beis ~~aware~~a offree ~~the~~secure ~~difficulties~~online ~~normally~~environment ~~encountered~~where bymedical ~~new~~professionals ~~mineral~~(specialists ~~exploration companies~~ and ~~the~~general ~~high~~practitioners) ~~rate~~can ofexchange ~~failure~~medical ofknowledge ~~such~~and ~~enterprises.~~ideas ~~The likelihood of success must be considered~~ in ~~light~~a ~~of the problems~~trusted, ~~expenses,~~innovative ~~difficulties, complications~~ and ~~delays~~real-time ~~encountered in connection with the exploration of the mineral properties that we plan to undertake~~environment. ~~These potential~~Visum ~~problems~~allows ~~include,~~doctors ~~but are not limited~~ to, ~~unanticipated~~post ~~problems relating to exploration~~clinical, ~~and~~practice ~~additional~~management costs and expenses that may exceed current estimates. The expenditures to be made by us in the exploration of the mineral claims may not result in the discovery of mineral deposits. Problems such as unusual or ~~unexpected~~health ~~formations~~policy ~~and~~questions ~~other conditions are involved in mineral exploration~~ and ~~often~~receive ~~result~~virtually inimmediate ~~unsuccessful~~responses ~~exploration~~at ~~efforts~~no cost.

~~Because~~· ofPrimo ~~the~~DR: ~~inherent~~Primo ~~dangers~~DR ~~involved~~is inAustralia’s ~~mineral~~only ~~exploration,~~online ~~there~~real-time ismarket aresearch ~~risk~~tool that wegenerates ~~may~~virtually ~~incur~~immediate ~~liability~~responses for specific product or ~~damages~~service asquestions weposted ~~conduct~~from ~~our~~the ~~business~~high volume of doctors who actively use the Visum network.

The potential ~~search~~benefits ~~for~~of ~~valuable~~Visum ~~minerals~~are ~~involves~~illustrated ~~numerous~~by ~~hazards.~~the Aslargest aonline ~~result,~~physician community wein ~~may~~the ~~become~~U.S., ~~subject~~Sermo, towhich ~~liability~~is ~~for~~similar ~~such~~to ~~hazards,~~the ~~including~~Visum ~~pollution,~~network ~~cave-ins~~ and ~~other~~has attracted ~~hazards~~more ~~against~~than ~~which~~115,000 wemembers ~~cannot~~who ~~insure~~routinely orinteract ~~against~~with ~~which~~each weother online. ~~may~~Sermo ~~elect~~is ~~not~~free to ~~insure~~practicing physicians. AtRevenue ~~the~~is ~~present~~generated ~~time~~as healthcare weinstitutions, ~~have~~financial noservices ~~coverage~~firms toand ~~insure~~government ~~against~~agencies purchase ~~these~~Sermo’s ~~hazards.~~products ~~The~~in ~~payment~~order ofto ~~such~~access ~~liabilities~~this ~~may~~elite ~~have~~group ~~a material adverse effect on~~of ~~our financial position~~practitioners.

~~Recent~~The ~~market~~Primo DR ~~events~~portal ~~and~~generates ~~conditions,~~revenue ~~including~~from ~~disruptions~~pay-for-market ~~in the U~~research.S. ~~and international credit markets and other~~ Pharmaceutical, financial ~~systems~~ and ~~the deterioration of the U.S. and global economic conditions, could, among~~ other ~~things,~~companies ~~impede access to capital~~ or ~~increase~~individuals ~~the~~pay ~~cost~~to ofpose ~~capital,~~questions ~~which would have an adverse effect on our ability~~ to ~~fund~~ our ~~working~~pool of ~~capital~~medical ~~and other capital requirements~~professionals.

~~Throughout 2009~~Currently, VMC ~~the~~has ~~U.S.~~major ~~credit~~pharmaceutical ~~markets~~companies ~~have~~as ~~continued~~paying toclients ~~experience~~of ~~serious~~Primo ~~disruption~~DR ~~due~~and tois actively anegotiating ~~deterioration~~with inseveral ~~residential~~additional ~~property~~companies. ~~values,~~VMC ~~defaults~~currently ~~and~~charges AU$20,000 ~~delinquencies in the residential mortgage market~~ (~~particularly~~$17,760) ~~subprime~~per ~~and~~year ~~non-prime~~for ~~mortgages) and~~ a ~~decline~~client into ~~the~~post ~~credit~~12 ~~quality~~questions ~~of mortgage backed securities that occurred throughout 2008 and into 2009~~annually. ~~These conditions have~~VMC’s ~~continued~~forecast is to ~~create~~attract aan ~~loss~~initial ofclient ~~confidence~~base ~~in the broader U.S. and global credit and financial markets and there remains a climate~~ of ~~greater~~20 ~~volatility~~pharmaceutical, ~~less liquidity~~medical device, ~~widening~~government ~~of credit spreads, a lack of price transparency, increased credit losses~~ and ~~tighter~~other ~~credit~~healthcare-related ~~conditions~~companies. ~~Concerns about the general condition of the capital markets~~Additionally, ~~financial~~VMC intends ~~instruments,~~for ~~banks,~~its ~~investment~~future ~~banks,~~marketing ~~insurers~~activities ~~and~~to ~~other~~include ~~financial~~promotions ~~institutions continue~~ to ~~affect the broader credit markets and stock~~medical ~~markets.~~practitioners ~~While there has been some improvement~~ in ~~recent~~order ~~months,~~to weexpand ~~expect~~the ~~these~~user ~~conditions~~network and to ~~persist~~pharmaceutical ~~into~~company executives ~~the~~through ~~near~~industry ~~future~~journals.

~~These~~Presently, our ~~unprecedented~~growth ~~disruptions~~strategy inincludes ~~the~~actively ~~current~~seeking ~~credit~~out potential partners and acquisition ~~financial~~candidates ~~markets~~in ~~have~~order ~~had~~to aexpand ~~significant~~and ~~material~~increase ~~adverse~~what ~~impact~~we onview aas ~~number~~niche growth ofopportunities ~~financial~~in ~~institutions~~North ~~and~~America. ~~have~~These ~~limited~~opportunities ~~access~~would include partnering to ~~capital~~supply ~~and~~our ~~credit~~existing ~~for~~and ~~many~~additional ~~companies.~~Continuing ~~These~~Medical ~~disruptions~~Education (CME) ~~could,~~modules ~~among~~to ~~other~~the ~~things~~U.S. market, ~~make~~expansion itof ~~more~~our ~~difficult~~paid ~~for~~market usresearch toforum for ~~obtain,~~doctors orand ~~increase~~surgeons ~~our~~and ~~cost~~extension of ~~obtaining,~~the ~~capital~~VMC ~~and~~white ~~financing~~paper ~~for~~sponsorship ~~our operations. Our~~model ~~access~~into tothe ~~additional~~U.S. ~~capital~~pharmaceutical ~~may~~market ~~not~~as bea ~~available~~means onof ~~terms~~distributing ~~acceptable~~current toand relevant usinformation oron atpharmaceutical ~~all~~products.

In addition, our wholly owned subsidiary, VMC, has identified and entered into an agreement to purchase a majority interest in Pharmacy Online, a leading online pharmacy. The investment is expected to be completed in the fourth quarter of 2010. Following such investments, we expect the Company and Pharmacy Online to experience growth in their qualified online traffic as we filter VMC’s viewer traffic through and integrate with the Pharmacy Online site, and we believe that this will result in increased sales and revenue for both companies.

Because our President, Secretary and Treasurer has only agreed to provide his services on a part-time basis, he may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail.Competition

~~Dr. Michael~~There ~~Raymont,~~are ~~our~~several ~~President,~~other ~~Secretary~~businesses ~~and~~that offer ~~Treasurer,~~similar ~~currently~~products ~~devotes~~and ~~five~~services toas ~~ten~~VMC. ~~hours~~The ~~per~~top ~~week~~three toAustralian ~~our~~health online ~~business~~information ~~affairs.~~providers Ifmeasured ~~the~~by ~~demands~~site ofvisitors ~~our~~are ~~business~~VMC, ~~require~~NineMSN ~~it,~~Health and DrMyDr. ~~Raymont~~ NineMSN Health is ~~prepared~~Australia’s tolargest ~~adjust~~online ~~his~~content publisher ~~timetable~~with to10.3 ~~devote~~million ~~more~~people ~~time~~visiting tothe ~~our~~site ~~business~~every month. NineMSN ~~However~~Health is a joint venture between Microsoft and PBL Media, heeffectively ~~may~~acting beas ~~unable~~the towebsite ~~devote~~for ~~more~~both ~~time~~the toNine ~~our~~Network ~~affairs~~and ~~when~~MSN ~~needed~~in Australia. The Itwebsite isdelivers ~~possible~~online ~~that~~and ~~the~~mobile ~~demands~~health ofand ~~his other~~wellness ~~interests~~news ~~will~~to ~~increase,~~all ~~with~~users ~~the~~of ~~result~~MSN ~~that~~and heis ~~would~~the nodefault ~~longer~~homepage befor ~~able~~Internet toExplorer ~~devote~~users in ~~sufficient~~Australia. MyDr ~~time~~is toan ~~the~~Australian ~~management~~healthcare ofwebsite ~~our~~intended ~~business.~~to provide ~~Competing~~Australian ~~demands~~consumers onwith ~~his~~comprehensive ~~time~~health ~~may~~information ~~lead~~resources toin Australia. It is a ~~divergence~~project ~~between~~of ~~his~~the ~~interest~~MIMS ~~and~~Consumer ~~the~~Health ~~interests~~Group, a division of the global ~~Company~~healthcare publishing company, UBM Medica.

~~Risks~~VMC’s ~~Relating~~primary toU.S. ~~Our~~competitor ~~Common~~is ~~Stock~~WebMD, the leading US provider of health information services, serving consumers, physicians, healthcare professionals, employers and health plans through its public and private online portals and health-focused publications. Approximately 80 million unique visitors access the WebMD Health Network each month. The Network includes WebMD Health, Medscape, MedicineNet, eMedicine, eMedicine Health, RxList, theHeart.org and drugs.com.

~~Our~~We ~~common~~believe ~~stock~~that, ~~has~~in aproviding ~~limited~~an innovative ~~trading~~multi-faceted ~~history~~online medical resource for health consumers and ~~has~~health professionals, ~~experienced~~VMC ~~price~~competes, ~~volatility.~~and the Company is poised to compete, in these markets by virtue of:

~~Our~~· ~~common stock trades on~~ the ~~OTC~~unbiased ~~Bulletin~~nature ~~Board. The volume~~ of ~~trading in~~ our ~~common~~extensive ~~stock varies greatly~~ and ~~may~~growing ~~often~~free becontent ~~light,~~on ~~resulting~~two inlevels: ~~what~~a isreadily ~~known~~accessible aspatient alevel ~~“thinly-traded”~~and ~~stock. Until~~ a ~~larger~~password ~~secondary~~secure ~~market~~professional ~~for~~level. ~~our~~The ~~common~~credibility ~~stock~~of ~~develops,~~ the ~~price~~content ~~of our~~is ~~common~~indicated ~~stock~~by ~~may fluctuate substantially. The price of~~ our ~~common~~international ~~stock~~accreditation ~~may~~with ~~also~~Health beOn ~~impacted~~the byNet ~~any of the following~~(“HON”), ~~some~~a ofnon-governmental ~~which~~non-profit ~~may~~organization, ~~have~~through ~~little~~their orethical nocode ~~relation~~certification, towhich ~~the~~is ~~Company~~annually ~~or our~~reviewed ~~industry:~~by HON;

•· ~~the~~our ~~breadth~~altruistic ofindependent ~~our~~EAB ~~stockholder~~who ~~base~~volunteer ~~and~~their ~~extent~~time to ~~which~~developing ~~securities professionals follow our common stock; • investor perception of the Company~~ and ~~the~~improving mining industry, including industry trends; • domestic and international economic and capital market conditions, including fluctuations in commodity prices; • responses to quarter-to-quarter variations in our ~~results~~web ~~of operations; • announcements of significant acquisitions~~content, ~~strategic~~as ~~alliances,~~they ~~joint~~are ~~ventures~~passionate orabout ~~capital~~VMC commitments by us or our competitors; • additions or departures of key personnel; • sales or purchases of our common stock by large stockholders or our insiders; • accounting pronouncements or changes in accounting rules that affect our financial reporting; and •patient ~~changes in legal~~ and ~~regulatory~~consumer ~~compliance unrelated to our performance.~~education;

In· ~~addition,~~our ~~the~~online ~~stock~~tools ~~market~~that inallow ~~general~~patients and ~~the~~consumers ~~market for mineral exploration companies in particular have experienced price and volume fluctuations that have often been unrelated or disproportionate~~ to ~~the~~track ~~operating results or asset values of those companies. These broad market~~ and ~~industry~~monitor ~~factors~~their ~~may~~health ~~seriously impact the market price~~ and ~~trading~~various ~~volume of our common shares regardless of our actual operating performance.~~conditions;

We· ~~anticipate~~our ~~that~~sought-after weContinuing ~~will~~Medical ~~raise~~Education ~~additional~~(CME) ~~capital~~programs. ~~through~~Australia’s ~~equity~~main ~~financing~~CME provider, ~~which~~the ~~may~~Royal ~~cause~~Australian ~~substantial~~College ~~dilution~~of toGeneral Practitioners, have accredited VMC’s CME programs and featured our ~~existing~~model ~~shareholders~~as an effective model of education for health professionals. Further, we have been approached by interested parties who believe the model would translate well to the U.S.; and

We· ~~may~~our ~~require~~status ~~additional~~as ~~equity~~the ~~capital~~only tocompany bewith ~~raised~~a ~~through~~separate ~~equity~~forum ~~financing~~for inhealth ~~the~~consumers ~~future.~~and Wea ~~may~~password ~~issue~~secure ~~securities~~forum onfor ~~less~~doctors. ~~than~~Our ~~favorable~~doctor’s ~~terms~~forum, toVisum, ~~raise~~follows ~~sufficient~~a ~~capital~~similar model to ~~fund~~the ~~our~~popular ~~business plan~~U.S. ~~Any~~Sermo ~~transaction~~forum. ~~involving~~On ~~the~~average, ~~issuance~~Visum’s ofdoctor ~~equity~~registrations ~~securities~~have orincreased ~~securities~~over ~~convertible~~30% ~~into~~per ~~common~~month ~~shares~~since ~~would~~its ~~result~~launch in ~~dilution~~November 2009, ~~possibly~~and ~~substantial~~as of June 30, to2010 ~~present~~there ~~and~~were ~~prospective~~approximately ~~holders~~500 ~~of our~~doctors ~~common~~using ~~shares.~~this website.

Intellectual Property

We rely on a combination of copyright and trade secret law, and nondisclosure and non-compete agreements to protect our proprietary content, computer software and databases. In addition, we require that all employees sign an agreement prohibiting them from disclosing or using our confidential information and requiring them to disclose and assign to us any new ideas, developments, discoveries or inventions related to our business. Further, we enter into non-disclosure agreements with business partners and customers in the ordinary course of business. The Company presently has no formal trademark or patent protection in Australia or the U.S.

WeAs ~~have~~noted ~~not~~above, ~~paid~~we ~~cash~~plan ~~dividends~~to onlicense all content, information platforms and services from our ~~common~~wholly ~~stock~~owned subsidiary VMC by the end of the year 2010 and we docurrently ~~not~~have ~~anticipate~~a licensing ~~paying~~arrangement ~~any~~with ~~dividends~~Telstra onAustralia ~~our~~(BigPond) ~~common~~to ~~stock~~provide inBigPond ~~the~~with comprehensive ~~foreseeable~~health ~~future~~and well-being content for their new online health section.

~~We do not anticipate paying cash dividends on our common stock in the foreseeable future. Payment of future cash dividends, if any, will be at the discretion of our board of directors~~ Research and will depend on our financial condition, results of operations, contractual restrictions, capital requirements, business prospects and other factors that our board of directors considers relevant. Accordingly, investors may only see a return on their investment if the value of our securities appreciates.Development

AFor ~~decline~~VMC’s infiscal ~~the~~year ~~price~~ended June 30, 2009, approximately $770,000 was spent on research and development (“R&D”) activities, of ~~our~~which ~~common~~approximately ~~stock~~$246,000 ~~could~~was ~~affect~~eligible ~~our~~for ~~ability~~a totax ~~raise~~concession from ~~further~~the ~~working~~Australian ~~capital~~government as a government incentive for R&D under Section 39J of the Australian Industry Research and ~~adversely~~Development ~~impact~~Act 1986. For ~~our~~VMC’s ~~operations~~fiscal year ended June 30, 2010, approximately $925,000 was spent on R&D, of which approximately $270,000 was eligible for a tax concession from the Australian government. The balance of such R&D expenditures were funded from the Company’s operating amounts.

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because our operations have been primarily financed through the sale of equity securities, a decline in the price of our common stock could be especially detrimental to our liquidity and our continued operations. Any reductionRegulatory inApprovals ~~our ability to raise equity capital in the future would force us to reallocate funds from other planned uses~~ and ~~would~~Government have a significant negative effect on our business plans and operations, including our ability to explore and develop new properties and continue our exploration and development of our current property interests. If our stock price declines, we may not be able to raise additional capital or generate funds from operations sufficient to meet our obligations.Regulation

~~Our~~We ~~stock~~believe isthat awe ~~penny~~are ~~stock.~~compliant ~~Trading~~with all Australian healthcare legislation including the Therapeutic Guidelines and Medicines Australia legislation which regulates the advertising and communication of ~~our~~over ~~stock~~the ~~may~~counter beand ~~restricted~~prescription bymedicines and devices. We believe that we are compliant with the ~~Securities~~Australian Spam Act (Cth) 2003 and ~~Exchange~~the ~~Commission’s~~Privacy ~~penny~~Act ~~stock~~(Cth) ~~regulations~~1988 ~~which~~(our ~~may~~privacy ~~limit~~policy is available here: http://www.virtualmedicalcentre.com/featuredpages.asp?artid=86). In addition, we are accredited by HON through a ~~stockholder’s~~code ~~ability~~certification toindicating our ~~buy~~website operates at the highest level of transparency and ~~sell~~ethical standards under such code (our ~~stock~~advertising policy is available here: http://www.virtualmedicalcentre.com/featuredpages.asp?artid=72).

~~Our~~As ~~stock~~we begin ~~is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock”~~ to befocus ~~any~~on ~~equity~~the ~~security~~U.S. ~~that has a~~ market, ~~price~~the ~~(as~~information ~~defined)~~and ~~less~~advertising ~~than~~featured ~~$5.00~~on our ~~per~~website ~~share~~relating orto anpharmaceutical ~~exercise~~and ~~price~~other ofmedical ~~less~~products ~~than~~will ~~$5.00 per share,~~ be subject to ~~certain~~regulation ~~exceptions. Our securities are covered~~ by the ~~penny~~U.S. ~~stock~~Food ~~rules,~~and ~~which~~Drug ~~impose~~Administration ~~additional~~(“FDA”) ~~sales~~and the ~~practice~~U.S. ~~requirements~~Federal onTrade ~~broker-dealers~~Commission ~~who sell to persons other than established customers and~~ (“~~accredited investors~~FTC”). The ~~term~~FDA ~~“accredited~~also ~~investor”~~regulates ~~refers~~the safety ~~generally~~and toadvertising ~~institutions with assets in excess~~ of ~~$5,000,000~~over-the-counter ordrugs. Specific ~~individuals with a net worth in excess~~ portions of ~~$1,000,000~~our orwebsite ~~annual~~may ~~income~~be ~~exceeding~~spotlighted ~~$200,000~~by ~~or $300~~regulators,~~000~~ ~~jointly~~especially ~~with~~discussions concerning ~~their~~the ~~spouse.~~use ~~The~~of ~~penny stock rules require a broker~~over-~~dealer, prior to a transaction in a penny stock not otherwise exempt from~~ the-counter ~~rules~~drugs, toregulated ~~deliver~~products aor ~~standardized~~potential sponsorships ~~risk~~of ~~disclosure~~pharmaceutical ~~document in a form prepared by the Securities~~ and ~~Exchange~~medical ~~Commission which provides information about penny stocks and the nature and level of risks in the penny stock market~~products. The ~~broker-dealer~~U.S. ~~also~~Federal ~~must~~Food, ~~provide the customer with current bid~~ Drug and ~~offer~~Cosmetic ~~quotations~~Act ~~for~~ (the ~~penny~~“FDC ~~stock,~~Act”) covers the ~~compensation~~approval of ~~the~~prescription ~~broker-dealer~~drugs and regulates ~~its salesperson in~~ the ~~transaction~~dissemination and ~~monthly~~marketing ~~account statements showing the market value~~ of ~~each~~information ~~penny~~about ~~stock~~such ~~held in the customer’s account~~drugs. ~~The bid and offer quotations~~ Therefore, ~~and the broker-dealer and salesperson compensation information, must be given~~ to the ~~customer~~extent ~~orally~~we oradvertise inproducts ~~writing~~subject ~~prior~~ to ~~effecting~~ the FDC ~~transaction~~Act, ~~and~~we must beuse ~~given~~care to ~~the~~comply ~~customer in writing before or~~ with ~~the~~these ~~customer’s confirmation. In addition~~requirements, ~~the~~including ~~penny~~those related ~~stock rules require that prior~~ to athe ~~transaction~~promotion inof aprescription ~~penny~~drugs ~~stock~~through ~~not~~our ~~otherwise~~online advertising. We ~~exempt~~will ~~from~~work ~~these~~to ~~rules,~~comply ~~the~~with ~~broker-dealer~~FDA ~~must~~and ~~make~~FTC ~~a special written~~regulations, ~~determination~~along ~~that~~with ~~the~~any ~~penny~~state ~~stock~~requirements isbased aon ~~suitable investment for the purchaser and receive the purchaser~~states’s ~~written~~consumer ~~agreement to the transaction~~protection statutes. The ~~These~~increased ~~disclosure~~regulations ~~requirements may have the effect~~ of ~~reducing~~our ~~the~~website ~~level~~due ~~of trading activity in the secondary market for the stock that is subject~~ to ~~these penny stock rules~~U.S. federal ~~Consequently,~~and ~~these~~state ~~penny~~directives ~~stock~~could ~~rules~~make ~~may~~it ~~affect~~more ~~the~~difficult ~~ability~~for ofus ~~broker-dealers~~ to ~~trade our securities. We believe that the penny stock rules discourage investor~~obtain ~~interest~~advertising in and ~~limit~~sponsorship ~~the marketability of our common stock~~revenue.

~~The~~We ~~Financial~~are currently ~~Industry~~in ~~Regulatory~~negotiations ~~Authority~~with a leading U.S. distributor to provide them with, or to independently distribute, our existing and newly developed content for an independent medical or ~~FINRA~~scientific education program as CME for medical professionals. Once this partnership is in place, ~~has~~we ~~adopted~~anticipate ~~sales~~FDA evaluation ~~practice~~of ~~requirements~~the ~~which~~CME ~~may~~activities ~~also~~to ~~limit~~determine atheir ~~stockholder’s~~independence ~~ability~~from and non-promotion of providers and supporters. In addition, we will work with the U.S. distributor to ~~buy~~seek accreditation by the Accreditation Council for Continuing Medical Education, which oversees and ~~sell~~accredits ~~our~~providers ~~stock~~of CME programs.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

~~ITEM~~Our website 1Bfeatures advertising and promotional activities which would be subject to U.S. ~~UNRESOLVED~~federal ~~STAFF~~and ~~COMMENTS~~state consumer protection laws regulating unfair and deceptive practices, including the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the “CAN-SPAM Act”) and data protection regulation. These consumer protection laws regulate the presentation of content on a website and also contain standards for security, access, notice and choice. We will work to remain in compliance with these consumer protection laws, but a determination that we do not meet the standards could result in monetary liability and adversely affect our business. As we branch into the U.S. market, we intend to structure our website and other operations to comply with laws in some states prohibiting business entities from practicing medicine. Our current and continuing goal is to employ and work with medical professionals to provide health information to consumers, and we have no intention of providing medical care or advice. Further, we also intend to structure our relationships with physicians and entities so as to avoid any non-compliance with federal and state healthcare anti-kickback laws.

~~Not applicable.~~Employees

~~ITEM~~ As of 2.October ~~DESCRIPTION~~6, OF2010, ~~PROPERTY~~the Company, including our Australian subsidiary, VMC, has 9 full-time employees, 4 part-time employees and 11 contractors, including 8 medical researchers, a medical spokesperson, a marketing director and the chief financial officer.

~~Corporate~~We believe ~~Headquarters,~~that ~~Calgary~~we have a satisfactory relationship with our employees, ~~Alberta~~none of whom are represented by a union or other collective bargaining group.

~~Our~~ITEM 1A ~~corporate~~– RISK ~~headquarters are located at 2436 27th Street SW, Calgary, Alberta, Canada T3E 2G3. These premises are adequate for our existing operations.~~FACTORS

~~Real~~You should ~~Estate~~carefully ~~Investments~~consider the following factors and other information set forth in this report, including our financial statements and the related notes. The risks set forth below are in addition to risks that apply to most businesses. Our business and future performance may be affected by the following:

We have doincurred ~~not~~significant ~~currently~~operating ~~maintain~~losses ~~any~~and ~~investments~~may innot ~~real~~be ~~estate,~~profitable ~~real estate mortgages or securities of persons primarily engaged~~ in ~~real~~the future, ~~estate~~if ~~activities~~ever, ~~nor~~and do we ~~expect~~may tobe dounable soto incontinue ~~the~~as ~~foreseeable~~a ~~future~~going concern.

~~IQUE~~As ~~Claim~~of the fiscal year ended June 30, 2010, we had a cash and cash equivalent balance of $41,475. We have incurred significant operating losses since our inception, resulting in a deficit of $1,465,928 for the fiscal year ended June 30, 2010. Such losses are expected to continue for the foreseeable future and until such time, if ever, as we are able to attain sales levels sufficient to support our operations. We do not currently have sufficient cash to meet our operating needs for the next twelve months. In addition to our anticipated revenues, we estimate that we will need to raise approximately $2,000,000 to meet our outstanding obligations and to cover our operating expenses for the next twelve months.

OnOur history ~~February~~of 4losses, ~~2005~~operating wecash ~~acquired~~needs, acash ~~100%~~consumption, ~~interest~~and indoubt ~~one~~as ~~(1)~~to whether ~~unpatented~~we ~~mineral~~will ~~claim~~ever become profitable, ~~representing~~are 20factors ~~Units,~~that ~~known~~raise substantial doubt as ~~the~~to ~~IQUE~~our ~~Claim,~~ability ~~located~~to oncontinue ~~Vancouver~~as ~~Island,~~a ~~British~~going ~~Columbia,~~concern. If ~~Canada~~we ~~from~~are ~~Laurence~~unable ~~Stephenson~~to achieve ofrevenues ~~White~~or ~~Rock~~obtain financing, ~~BC.~~then ~~The~~we ~~expiry~~may ~~date~~not ofbe ~~the~~able ~~IQUE~~to ~~Claim~~commence revenue-generating isoperations ~~January~~or ~~31,~~continue ~~2010~~as a going concern.

AWe have ~~geology~~found ~~report~~material ~~dated~~weaknesses ~~March~~in ~~15,~~our ~~2005~~system ~~was~~of ~~prepared~~internal ~~for~~controls usover byfinancial reporting ~~William~~and G.disclosure ~~Timmins~~controls ~~(“Timmins”),~~as ~~P.Eng. (the “Report”). Timmins, who is a graduate~~ of ~~the~~June ~~Provincial Institute of Mining~~30, ~~Haileybury~~2010, ~~Ontario~~which ~~(1956)~~could ~~and~~adversely affect ~~attended~~our ~~Michigan~~ability ~~Technological~~to ~~University 1962-1965~~record, ~~Geology~~process, ~~has~~summarize ~~worked~~and asreport acertain ~~geologist for over 40 years~~financial data. HeAs ~~has~~a ~~been engaged in the evaluation~~result, ~~exploration~~ ~~and~~our ~~development~~internal ofcontrols ~~mineral~~over ~~properties~~financial ~~throughout~~reporting ~~Canada, the United States, Latin~~ and ~~South~~disclosure controls ~~America, Australia~~ and ~~New~~procedures ~~Zealand.~~are ~~The~~ineffective ~~Report~~as isof ~~based~~June ~~on published and private reports~~30, ~~maps and data provided by us and in the public domain~~2010. ~~Timmins visited the IQUE Claim during the 1999 and 2000 field seasons.~~

In ~~order~~connection towith ~~prepare~~its evaluation of the ~~Report,~~effectiveness ~~Timmins~~of ~~reviewed~~the ~~old~~Company’s ~~mine~~internal ~~data~~controls ~~and~~over ~~geological~~financial ~~reports~~reporting ~~were~~as of ~~compiled~~June ~~and~~30, ~~geologists and mine personnel~~2010, ~~who~~our ~~were~~management ~~present~~determined ~~during~~that ~~the~~two ~~active mining operations in the region were interviewed. This review included the following~~deficiencies: (i) ~~Minefile~~a ~~Capsule~~lack ~~Geology and Bibliography; (ii) Ministry~~ of sufficient ~~Energy,~~internal ~~Mines~~accounting ~~and Petroleum Resources, British Columbia, Open File Report~~resources; and (~~iii~~ii) ~~personal~~a ~~communication~~lack ~~with T. Schroder, District Geologist,~~ of ~~the~~segregation ~~Ministry~~ of duties ~~Energy,~~to ~~Mines~~ensure ~~and~~adequate ~~Petroleum~~review ~~Resources,~~of ~~British~~financial ~~Columbia;~~statement ~~and~~preparation. ~~(iv)~~In ~~Department~~light of these ~~Energy,~~material ~~Mines and Resources~~weaknesses, ~~Geological~~management ~~Survey~~has ofconcluded ~~Canada:~~that ~~Open~~we ~~File~~did –not ~~Tectonic~~maintain effective ~~Assemblage~~internal ~~Map~~control ofover ~~Vancouver;~~financial ~~Open~~reporting ~~File~~as –of ~~Guide~~June to30, ~~the~~2010, ~~Geology~~both individually and ~~Tectonic~~in ~~Evolution of~~ the ~~Southern Coast Mountains~~aggregate, ~~1994;~~constituted ~~Preliminary~~material ~~Map~~weaknesses –in ~~Terranes~~the Company’s ofinternal ~~the~~controls ~~Southern~~over ~~Coast~~financial ~~and~~reporting ~~Intermontane~~because ~~Belts,~~they ~~British~~resulted ~~Columbia~~in ~~1994,~~a ~~Journeay~~reasonably ~~J.M.~~possibility ~~and~~that ~~Monger,~~a ~~J.W.H.~~material ~~Aeromagnetic~~misstatement ~~Maps~~could ofoccur ~~Harrison~~in ~~Lake;~~our ~~RGS~~annual ~~1994~~or interim –financial ~~Vancouver~~statements ~~Regional~~and ~~Geochemical~~not ~~Survey.~~be Inprevented ~~addition,~~or ~~Vancouver Island Massive Sulphide Project regional showings were reviewed~~detected.

~~Access,~~A ~~Climate~~clear and concise segregation of duties is important to maximize checks and balances so that no single individual has control over two or more phases of a transaction or operation. A strong segregation of duties also is critical to reduce effectively the risk of mistakes and inappropriate actions to prevent fraud and to discourage collusion. It can be difficult for small businesses to always have a clear separation of duties because there simply are not enough personnel to cover each and every process and procedure. Ultimately, ~~Local~~checks ~~Resources~~and balances need to be in place as a supportive measure to the business operations, but ~~Infrastructure~~also as a fraud prevention measure. Because we have limited financial personnel and limited resources, compliance with segregation of duties and proper ~~Physiography~~oversight of control requirements is extremely difficult.

~~Access~~As toa result of these material weaknesses in the ~~IQUE~~Company’s ~~Claim~~internal iscontrols ~~provided~~over financial ~~off~~reporting, management has concluded that as of June 30, 2010, the Company’s ~~main~~internal ~~Port~~controls ~~Alice~~over tofinancial ~~Mahatta~~reporting ~~logging~~were ~~road~~not ~~and~~effective. ~~via~~Such material weaknesses in internal controls over financial reporting also led our management to conclude that the ~~logging~~Company’s ~~roads~~disclosure controls and ~~access~~procedures were ~~trails~~not ~~off~~effective ~~the~~as ~~main~~of ~~Johnston~~June ~~Creek~~30, ~~Road.~~2010, ~~The~~to ~~property~~ensure isthat ~~accessible~~certain 8financial information ~~kilometres~~related upto these matters required to be disclosed in the ~~Klootchclimmis~~Company’s filings ~~Creek~~and ~~logging~~submissions ~~road~~to ~~from~~the SEC under the ~~Buchholz~~Securities ~~Channel~~Exchange onAct ~~Quatsino~~of ~~Sound.~~1934 ~~See~~are recorded, ~~Figures~~processed, 1summarized and 2reported ~~below~~within the required time periods.

We are a non-accelerated filer and are required to comply with the internal control reporting and disclosure requirements of Section 404 of the Sarbanes-Oxley Act for the fiscal year ended June 30, 2010. Although we are working to comply with these requirements, we have limited financial personnel, making compliance with Section 404 – especially with segregation of duty control requirements – very difficult and cost ineffective, if not impossible. We may not be able to devote sufficient personnel and resources to internal accounting functions and financial statement preparation. Therefore, there can be no assurance that remediation of these material weaknesses will occur in the near future. Moreover, there can be no assurance that the Company will not discover additional material weaknesses or combinations of significant deficiencies as it evaluates and tests such controls in the future. Such material weaknesses could adversely affect our ability to record, process, summarize and report our financial information.

Failure to achieve and maintain effective internal controls could have a material adverse effect on our business, operating results and stock price.

As indicated in the previous risk factor, our management has identified material weaknesses in our internal control over financial reporting and in our disclosure controls and procedures. In addition, if we fail to achieve and maintain the adequacy of our internal controls and disclosure controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those related to revenue recognition, are important to helping ensure that we produce reliable financial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our stock could drop significantly.

~~The~~We may ~~topography~~not ~~and~~be ~~relief~~able ~~is fairly rugged extending from 200 metres~~ to ~~400~~obtain ~~metres~~sufficient incapital ~~elevation.~~and ~~Higher ground~~ may ~~require~~be ~~snow~~forced ~~machines~~to orlimit ~~similar~~the scope ~~track-mounted~~of ~~vehicles.~~our ~~The~~operations ~~most~~or ~~snow~~discontinue ~~occurs in late January~~operations.

~~All~~If ~~the~~we ~~major~~are not ~~river~~able ~~drainages~~to ~~flow~~secure ~~year~~the ~~round~~financing aswe doneed ~~many~~at ~~subsidiary~~the ~~creeks.~~current ~~The~~time ~~area~~or isin anthe ~~active~~future, we ~~logging~~may ~~region~~not ~~with~~be ~~plenty~~able ofto ~~heavy~~undertake ~~equipment~~any ~~and~~planned ~~operators~~operational ~~available~~expansions ~~for~~or acquisitions. ~~hire~~As –a ~~most~~result, ~~living~~we inmay ~~Port~~have ~~Alice,~~to ~~Port~~modify ~~MacNeil~~our orbusiness ~~Port~~plans ~~Hardy.~~accordingly or ~~All~~may ~~these~~be ~~population~~required ~~centres~~to ~~(almost~~discontinue ~~20,000~~our ~~people)~~business ~~are~~operations. ~~within~~There ais ~~one~~no ~~hour~~assurance that ~~drive~~additional offinancing ~~the~~will ~~property~~be ~~and~~available ~~provide all~~to ~~amenities~~us ~~including~~when ~~police~~needed, ~~hospitals,~~or ~~groceries,~~if ~~fuel~~made available, ~~helicopter,~~on ~~hardware~~terms ~~and~~that ~~other~~are ~~necessary~~favorable ~~services~~to us. Further, ~~Drilling~~any ~~companies~~future capital investments could dilute or otherwise materially and ~~assay~~adversely ~~facilities~~affect the ~~are~~holdings ~~located~~or inrights ~~Campbell~~of ~~River~~our onexisting ~~Vancouver~~shareholders. ~~Island~~In addition, new equity or convertible indebt ~~the~~securities ~~city~~issued ofby ~~Vancouver~~us onto ~~the~~obtain ~~mainland~~financing could have rights, preferences and privileges senior to those granted to existing shareholders.

~~History~~We may make acquisitions or investments in new businesses, products or technologies that involve additional risks, which could disrupt our business or harm our financial condition or results of operations.

~~The~~As ~~Port~~part ~~Hardy~~of ~~mine~~our ~~was~~business ~~discovered~~strategy, inwe have ~~the~~made, ~~late 1960s~~ and ~~brought~~expect ~~into~~to ~~production~~continue into ~~1971.~~make, ~~Until~~acquisitions ~~1994~~of ~~mining~~businesses ~~operations~~or investments ~~had~~in ~~produced~~companies ~~over~~that ~~345~~offer ~~million~~complementary ~~tonnes of ore from which copper~~products, ~~molybdenum,~~services ~~gold~~ and ~~silver were recovered~~ technologies. ~~Average~~Such ~~grades~~acquisitions ~~for~~or ~~the~~investments ~~ore~~involve ~~were~~a innumber ~~the~~of ~~US$12/tonne range.~~risks, including:

In· ~~the~~Assimilating ~~early~~operations ~~1970s, Skaist Mines Ltd. completed exploration on a showing 4.5 kilometres to the northwest~~ and ~~two~~products ~~other~~may ~~showings~~be ~~are~~unexpectedly ~~reported within 3.5 kilometres to the northwest and north of the Property.~~difficult;

~~Little~~· toManagement’s noattention ~~recorded~~may ~~exploration~~be ~~was~~diverted ~~done~~from onother ~~this~~business area, but the area has been surveyed by government airborne magnetic survey, regional government mapping parties have detailed the area, and a government regional geochemical survey has been completed over the staked claims.concerns;

~~Recent~~· ~~Exploration~~We ~~Work~~may enter markets in which we have limited or no direct experience;

~~Since~~· ~~the~~We ~~commencement~~may oflose ~~mining~~key ~~at the Island Copper Mine~~employees, nocustomers ~~definitive mapping~~ or ~~record~~vendors of ~~recent~~an ~~activity~~acquired ~~has been observed except on properties located on Quatsino Sound farther to the east. The Iron Queen zone was first discovered in the latter part of the 19th century.~~business;

~~Geologic~~· ~~Setting,~~The ~~Geophysics~~synergies ~~and~~or ~~Deposit~~cost ~~Types~~savings we expected to achieve may not be realized;

~~The~~· ~~following~~We ismay anot ~~brief~~realize ~~summary~~the value of the ~~IQUE~~acquired ~~Claim’s~~assets ~~geological~~relative ~~setting,~~to ~~geophysics~~the ~~and~~price ~~deposit~~paid; ~~types.~~and

~~Three~~· ~~types~~Despite ofour ~~deposits~~diligent ~~are associated with the rock units and the indicated geological environment underlying the IQUE Claim. An intrusive (or intrusion~~efforts, ~~both~~we ~~the~~may ~~process~~not ~~and~~succeed ~~the rock so formed) into the overlying copper molybdenum deposit, as mined to the north~~ at ~~the Island Copper Mine~~integration, aquality ~~volcanic~~control ~~belt~~or ~~related~~other ~~oxide~~customer ~~sulphide phase iron formation gold zone, and a skarnified precious metal – base metal contact zone, all have elements of their host geology present on the property~~issues. Skarn is a term generally reserved for rocks composed mostly of lime-bearing silicates, derived from nearly pure limestones and domomites into which large amounts of silicon, aluminum, iron and magnesium have been introduced.

~~The~~These factors ~~Island~~could ~~Copper~~have ~~deposit~~a ~~lies~~material ~~within~~adverse ~~moderately~~effect ~~south~~on ~~dipping~~our ~~brecciated tuff~~business, ~~lipilli~~financial condition and ~~tuff~~operating ~~breccia~~results. ofConsideration ~~andesitic~~paid ~~and~~for ~~basaltic~~any ~~composition,~~future ~~which~~acquisitions could ~~comprise~~include ~~the~~our ~~lower~~stock ~~part~~or ofrequire ~~the~~that ~~Bonanza~~we ~~Group~~incur ~~pyroclastic~~additional ~~sequence.~~debt ~~Breccia~~and ~~means~~contingent liabilities. ~~coarse~~As ~~grained~~a ~~rock~~result, ~~composed~~future ofacquisitions ~~large~~could ~~(more~~cause ~~than~~dilution ~~2mm)~~of ~~angular~~existing equity ~~rock~~interests ~~fragments~~and ~~that~~earnings ~~have~~per ~~been~~share. ~~cemented~~Before ~~together~~we inenter ainto ~~fine~~any ~~grained matrix.~~acquisition, ~~The~~we ~~host~~perform ~~rocks~~significant ~~have~~due ~~been~~diligence ~~subject~~ to ~~contact~~ensure ~~thermal metamorphism and hydrothermal alteration and are zoned. Pyrite is~~ the ~~most~~potential ~~abundant~~acquisition ~~sulphide,~~ fits with ~~chalcopyrite~~our ~~and~~strategic ~~molybdenite as the ore~~objectives. ~~Oxide~~In ~~minerals include magnetite~~addition, ~~hematite~~we ~~and~~believe ~~leucoxene.~~we ~~The~~have ~~porphyry~~adequate resources ~~(an~~and ~~igneous~~appropriate ~~rock~~integration ofprocedures ~~any~~to ~~composition~~transition ~~that contains conspicuous crystals in a fine-grained groundmass) dyke and~~ the ~~Island Copper orebody, is dated at~~newly ~~154~~acquired Macompany efficiently.

~~Skarn~~We may ~~mineralization~~not ~~associated~~be ~~with~~able ~~intrusives is often associated with gold deposits of the western Cordillera (the great mountain region of western North America from the eastern face of the Rocky Mountains~~ to ~~the~~manage ~~Pacific~~our ~~Ocean~~growth ~~together with their associated valleys, basins, plains, plateaus, rivers and lakes)~~effectively. The closest showings and production to the IQUE Claim demonstrate skarnification associated with them. The skarn is in altered tuff (a compacted deposit of volcanic ash and dust). Mineralization includes pyrrhotite, chalcopyrite and sparse pyrite.

The expansion ~~immediate~~necessary ~~area~~for ofus to fully exploit the ~~IQUE~~market ~~Claim~~for isour ~~located~~products onand services ~~the~~requires ~~south~~an ~~end~~effective ofplanning aand ~~diamond-shaped~~management process. Growth, ~~magnetic~~if ~~high~~it ~~associated~~occurs, ~~with~~will anlikely ~~anomalous~~place ~~small~~a ~~nipple-shaped~~significant ~~flexure~~strain on ~~through~~our ~~the~~managerial, ~~property.~~operational ~~Geochemical~~and ~~reconnaissance~~financial ~~surveys~~resources. To ~~have~~manage ~~published~~our growth, ~~values~~we inmust ~~molybdenum~~implement and ~~lead~~improve ~~for~~our ~~the~~operational ~~drainages~~system and ~~the~~expand, ~~tills~~train and inmanage ~~the~~our ~~vicinity~~employee ofbase. There ~~the~~can ~~property.~~be ~~Tills~~no ~~are~~assurance ~~unstratified~~that ~~drifts~~our systems, ~~deposited~~procedures or controls will be adequate to support operations or that ~~directly~~management bywill abe ~~glacier,~~able ~~without~~to ~~reworking~~achieve bythe ~~meltwater,~~expansion ~~and~~necessary ~~consisting~~to offully aexploit ~~mixture~~the market offor ~~clay,~~our ~~silt,~~products ~~sand~~and services, ~~gravel~~ and ~~boulders~~the ~~ranging~~failure ~~widely~~to indo ~~size~~so would have a material adverse effect on our business, operations and ~~shape~~financial condition.

~~Timmins’~~Our results ~~Conclusions~~of operations could be adversely affected by impairment of our goodwill or other intangible assets.

~~The~~When ~~Iron~~we acquire ~~Queen~~a ~~zone~~business, we record goodwill equal to the excess of the ~~Bonanza~~amount ~~volcanic~~we ~~belt~~pay for ~~provides~~the abusiness, ~~very~~including ~~attractive~~liabilities ~~exploration~~assumed, ~~prospect~~over ~~for~~the ~~copper~~fair value of the tangible and ~~gold~~intangible ~~mineralization.~~assets ~~The~~of ~~belt~~the ~~has~~business ~~not~~we ~~been~~acquire. ~~subject~~Goodwill toand ~~exploration~~other intangible ~~despite~~assets ~~being~~that ~~south~~have ofindefinite ~~one~~useful oflives ~~British~~must ~~Columbia’s~~be ~~most~~tested ~~profitable~~at ~~copper/molybdenum~~least annually ~~mines~~for impairment. The ~~geology~~specific isguidance ~~favourable~~for testing goodwill and other non-amortized intangible assets for ~~two~~impairment requires management to ~~three~~make certain ~~types~~estimates ofand ~~volcanic~~assumptions ~~belt~~when ~~related~~allocating ~~mineralized~~goodwill ~~zones~~to reporting units and ~~has~~determining ~~anomalous~~the ~~stream~~fair value of reporting unit net assets and liabilities, including, among other things, an assessment of market conditions, projected cash flows, investment rates, cost of capital and ~~glacial~~growth ~~till~~rates, ~~samples~~which ~~from~~could significantly impact the ~~area~~reported value of goodwill and other intangible assets. Fair ~~The~~value ~~presence~~is ofgenerally adetermined ~~known~~using ~~showing~~a combination of ~~iron~~the ~~related~~discounted tocash flow, anmarket ~~intrusion~~multiple ~~that~~and ~~could~~market ~~contain~~capitalization ~~gold~~valuation ~~that~~approaches. ~~has~~Absent ~~not~~any impairment ~~been~~indicators, ~~tested~~we bygenerally ~~modern~~perform ~~exploration~~our isimpairment ~~encouraging~~tests annually in the fourth quarter, using available forecast information.

~~The~~If ~~IQUE~~at ~~Claim~~any time ~~presently~~we ~~does~~determine ~~not~~an ~~have~~impairment ~~any~~has ~~mineral~~occurred, ~~reserves.~~we Itare isrequired ~~undeveloped~~to ~~and~~reflect ~~does~~the reduction ~~not~~in ~~contain~~value ~~any~~as ~~open-pit~~an orexpense ~~underground~~within ~~mines~~operating income, ~~nor~~resulting isin ~~there~~a reduction ~~any~~of ~~mining~~earnings ~~plant~~in orthe ~~equipment~~period ~~located~~such onimpairment ~~the~~is ~~property.~~identified and a corresponding reduction in our net asset value.

~~Recommended~~We are ~~Program~~subject to the periodic reporting requirements of the Securities Exchange Act of 1934, which will require us to incur audit fees and legal fees in connection with the preparation of such reports. These additional costs will reduce or might eliminate our profitability.

We are ~~have~~required ~~retained~~to ~~Stephenson~~file ~~(from~~periodic ~~whom~~reports wewith ~~acquired~~the SEC pursuant to the ~~IQUE~~Securities Exchange ~~Claim~~Act of 1934 (the “Exchange Act”), ~~who~~and isthe arules ~~qualified~~and ~~geologist~~regulations promulgated thereunder. To comply with these requirements, our independent registered auditors will have to ~~conduct~~review our quarterly financial statements and audit our annual financial statements. Given the significance ~~mineral~~of ~~exploration~~the ~~program~~operations ~~under~~of ~~industry~~our Australian subsidiary to our business, our financial statements must be audited in accordance with Australian accounting standards. Auditing ~~Stephenson~~by ~~will~~a benon-U.S. ~~responsible~~independent registered auditor for ~~hiring~~compliance ~~personnel~~with ~~and~~U.S. ~~for~~generally ~~all~~accepted ~~appropriate~~accounting ~~worker-related~~principles ~~costs~~(GAAP) is permitted under SEC rules and ~~will~~such ~~bill~~audited usfinancial ~~for~~statements ~~his~~may ~~services~~be considered acceptable for U.S. ~~This~~company ~~work~~periodic isreports, ~~applicable~~if tosuch ~~assessment~~auditor ~~requirements~~is registered ~~for~~with the ~~claims.~~Public ~~The~~Company ~~work~~Accounting Oversight Board (PCAOB) and an ~~outlined~~U.S. inindependent PCAOB registered accounting firm conducts a review of the quality ~~budget~~controls ~~set~~of ~~out~~the ~~below~~non-U.S. ~~will~~auditors ~~cover~~and ana ~~additional~~review ~~year~~of one of ~~tenure~~their ~~maintenance~~PCAOB engagements.

~~Phase~~Moreover, Iour oflegal ~~the~~counsel ~~recommended~~will ~~work~~have ~~program~~to ~~was~~review ~~carried~~and assist ~~out~~ in ~~January~~the ~~2006,~~preparation ~~which~~of ~~involved~~such areports. The ~~geological~~costs ~~review~~charged toby ~~develop~~these professionals afor ~~detailed~~such ~~geological~~services ~~base~~cannot ~~model~~be ~~for~~accurately ~~the~~predicted ~~IQUE Claim,~~ at athis ~~cost of $2~~time,~~119~~ because ~~(Cdn$2,500)~~factors tosuch ~~complete.~~as ~~Snow conditions precluded~~ the ~~immediate~~number ~~commencement~~and oftype ~~Phase II~~ of ~~the~~transactions ~~recommended~~that ~~program.~~we Asengage ~~it is not possible to predict winter weather conditions~~ in and the ~~area~~complexity of ~~the~~our ~~IQUE Claim,~~reports wecannot ~~made~~presently abe ~~decision~~determined toand ~~delay~~will ~~the~~have ~~commencement~~a major ofeffect ~~Phase~~on ~~II until June 2006. However,~~ the ~~2006/2007~~amount ~~exploration~~of ~~seasons~~time into ~~British~~be ~~Columbia~~spent ~~were~~by ~~unusually~~our ~~busy,~~auditors and ~~then severe weather conditions set in~~ attorneys. However, ~~Weather conditions at~~ the ~~claim~~incurrence ~~site and a lack~~ of ~~funds~~such ~~have~~costs ~~precluded~~will usbe ~~from~~an ~~commencing~~expense to ~~the~~our ~~proposed~~operations ~~Phase~~and IIthus ofhave ~~the~~a ~~recommended~~negative ~~program~~effect on ~~the~~our ~~Property.~~ability ~~Should we not have sufficient funds~~ to ~~carry~~meet ~~out the Phase II program without raising additional capital,~~ our ~~director has~~ ~~agreed~~overhead torequirements ~~cover any short-fall in costs at that time. The snow conditions in British Columbia were~~ and ~~remain~~earn ~~such that our geologist now expects that Phase II will not be completed before the spring or early summer of 2010~~a profit.

The details of Phases II and III of the program are set out below:

Budget – Phase II

	US$	Cdn$
1. Follow-up geochemical and detailed geology sampling	1,418	1,500
2. Assays 25 @ $17 (Cdn$20) per assay	473	500
3. Contingency	473	500
Total:	2,364	2,500

When Phase II of the recommended program has been completed, we will review the report on Phases I and II and the engineer’s conclusions and recommendations for a Phase III program, if warranted. Our engineer is of the opinion that both Phases I and II are necessary to complete the initial evaluation of the IQUE Claim and to select drill targets which would be Phase III.

Budget – Phase III

If warranted, the proposed budget for the Phase III program is as follows:

	US$	Cdn$
1. Follow-up trenching and geological mapping, sampling	2,364	2,500
2. Assays 50 @ $17 (Cdn$20) per assay	946	1,000
3. Reporting and supervision	946	1,000
3. Contingency	472	500
Total:	4,728	5,000

The total budget for Phases I (completed), II and III is estimated at $9,457 (Cdn$10,000).

Since we are in the exploration stage of our business plan, we have not yet earned any revenues from our planned operations. As of September 30, 2009 we had incurred a total of $11,234 in acquisition and exploration costs for the IQUE Claim.

Capital Expenditures

As of September 30, 2009, the Company is in the exploration phase of its planned operations for the IQUE Claim. Consequently, we do not anticipate making any capital expenditures for the fiscal year ending September 30, 2010. The only expenses we anticipate accruing prior to September 30, 2010 those relating to operations, exploration, and technical review.

~~ITEM~~Our business 3.may ~~LEGAL~~suffer ~~PROCEEDINGS~~if we are unable to establish and expand our brand recognition.

WeThe establishment ~~know~~and expansion of noour ~~material~~brand in the U.S. is critical to building our customer base and successfully implementing our business strategy. At present, ~~existing~~our orproducts ~~pending~~and ~~legal~~services ~~proceedings~~focus ~~against~~primarily on Australia. While we are actively expanding our site http://www.virtualmedicalcentre.com in the ~~Company~~United States, ~~nor~~there ~~are~~can webe ~~involved~~no asassurance athat ~~plaintiff~~the inmarket ~~any~~will ~~material~~positively ~~proceeding~~accept orour services, ~~pending~~products, ~~litigation~~or brand. ~~There~~The ~~are~~success noof ~~proceedings~~our inbusiness ~~which~~will ~~any~~depend upon widespread market acceptance of our ~~directors,~~current ~~officers~~and orfuture ~~affiliates~~products and services, and orthere ~~any~~can ~~registered~~be orno ~~beneficial~~assurance ~~shareholder~~as to the overall acceptance by our targeted customers of such products and services. Further, isthere ancan ~~adverse~~be ~~party~~no orassurance ~~has~~that the amarket ~~material~~for ~~interest~~these ~~adverse~~products toand/or ~~our~~services will develop or be ~~interest~~sustained.

~~ITEM~~The establishment 4and enhancement of our brand will also depend, in part, on our success in creating a user-friendly experience. There ~~SUBMISSION~~can OFbe ~~MATTERS~~no assurance TOthat Awe ~~VOTE~~will OFbe ~~SECURITY~~successful ~~HOLDERS~~in achieving this goal. If customers who use our products and services do not perceive our existing products and services to be useful or 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.

~~There~~We may ~~were~~issue noadditional ~~matters~~equity ~~submitted~~shares to afund ~~vote of~~ our ~~security~~Company’s ~~holders~~operational requirements ~~either~~which ~~through~~would ~~solicitation~~dilute ofour ~~proxies~~shareholder’s orshare ~~otherwise in the fourth quarter of the fiscal year ended September 30, 2009~~ownership.

~~PART~~The Company’s IIcontinued viability depends on its ability to raise capital. Changes in economic, regulatory or competitive conditions may lead to cost increases. Our management may also determine that it is in the best interest of the Company to develop new services or products. In any such case, additional financing will likely be required for the Company to meet its operational requirements. There can be no assurances that the Company will be able to obtain such financing on terms acceptable to the Company and at times required by the Company, if at all. In such event, the Company may be required to materially alter its business plan or curtail all or a part of its operational plans. The sale or the proposed sale of substantial amounts of our common stock, preferred stock or other securities in the public markets or in private transactions may adversely affect the market price of our common stock and dilute the share ownership of existing shareholders. Further, the issuance of preferred stock or securities could be on terms superior to the terms of the existing common stock.

~~ITEM~~The price 5.of ~~MARKET~~our ~~FOR~~common ~~COMMON~~stock ~~EQUITY~~may ~~AND~~be ~~RELATED STOCKHOLDER MATTERS~~volatile.

~~Market~~As ~~Information~~of October 6, 2010, the last trade price of our common stock, as quoted on the OTCQB and Pink Sheets, was $0.285. The price may fluctuate significantly in response to a number of factors, many of which are beyond our control. These factors include:

~~Our~~· ~~common~~announcements ~~stock is quoted on the Over the Counter Bulletin Board (“OTCBB”), which is sponsored by the Financial Industry Regulatory Authority (“FINRA”). The OTCBB is a network~~ of ~~security~~technological ~~dealers~~innovations ~~who~~or ~~buy~~new ~~and~~products ~~sell~~or ~~stock.~~services ~~The dealers are connected~~ by aus ~~computer~~or ~~network,~~our ~~which provides information on current “bids” and “asks” as well as volume information. The OTCBB is not considered a “national exchange.”~~competitors;

~~Our~~· ~~common~~government ~~stock~~regulatory ~~began~~action ~~trading~~affecting ~~on the OTCBB on April 9, 2008 under the stock symbol “CLFR”. Accordingly, there is only a very limited trading history for~~ our ~~common~~products ~~stock.~~or ~~Prior to the shares of~~ our ~~common~~competitors' ~~stock~~products ~~being~~in ~~quoted on OTCBB,~~ the ~~sales price to the public was fixed at $0~~U.~~15 per share~~S. ~~In addition~~, ~~the~~Australia ~~market~~and ~~for~~other ~~shares~~foreign ~~in our common stock is limited because only half of our outstanding shares are available for trading in the public market.~~countries;

~~The~~· ~~high~~developments ~~and~~or ~~low~~disputes ~~bid~~concerning ~~quotations of our common stock on the OTCBB as reported by FINRA at the end of each of the quarters ended September 30~~copyright, ~~June~~trademark 30patent ~~and March 31, 2009 and December 31, 2008 were $0.06. Over-the-counter market quotations reflect inter-dealer prices without retail mark-up, mark-down~~ or ~~commission,~~proprietary ~~and may not represent actual transactions.~~rights;

~~Holders~~· economic conditions in the U.S., Australia or elsewhere;

~~Our~~· ~~common~~actual ~~shares~~or ~~are~~anticipated ~~issued~~fluctuations 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~~ our ~~common~~operating ~~shares.~~ results;

On· ~~April~~broad ~~30,~~market 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.fluctuations;

On· ~~September~~failure ~~30,~~of ~~2009,~~ the ~~shareholder~~Company ~~list~~to ofearn ~~our~~revenues ~~common~~or ~~shares showed 44 shareholders and 45,282,000 issued and outstanding shares.~~profits;

~~Dividend~~· ~~Policy~~inadequate capital to continue or expand our business, and inability to raise additional capital or financing to implement our business plans;

We· ~~have~~failure ~~not paid any cash dividends on our common stock 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~~further ~~earnings,~~commercialize ~~if any, for use in~~ our ~~operations~~technology ~~and~~or ~~in the development of our business. Our future dividend policy will be determined from time~~ to ~~time~~make ~~by our board of directors.~~sales;

~~Securities~~· ~~Authorized~~reduction ~~for~~in ~~Issuance~~demand ~~Under~~for ~~Equity~~our ~~Compensation~~products ~~Plans~~and services;

~~Not~~· ~~applicable.~~potential litigation with or legal claims and allegations by third parties, which would reduce our revenue and increase costs;

~~Recent~~· ~~Sales~~insufficient ofrevenues ~~Unregistered~~to ~~Securities~~cover operating costs;

~~Not~~· ~~applicable.~~the non-proprietary nature of aspects of the Company's business;

~~ITEM~~· 6.further ~~SELECTED~~dilution ~~FINANCIAL~~of ~~DATA~~existing shareholders' ownership in Company; and

~~Not~~· ~~applicable~~uncollectible accounts and the incurrence of expenses to collect amounts owed to the Company.

~~ITEM~~Our shares 7of common stock are very thinly traded, and the price may not reflect our value. ~~MANAGEMENT’S~~There ~~DISCUSSION~~can ~~AND~~be ~~ANALYSIS~~no OFassurance ~~FINANCIAL~~that ~~CONDITION~~there ~~AND~~will ~~RESULTS~~be OFan ~~OPERATIONS~~active market for our shares of common stock in the future.

~~You~~Our shares ~~should~~of ~~read~~common stock are thinly traded. Due to the ~~following~~illiquidity, ~~discussion~~the ~~and~~market price ~~analysis~~may ofnot ~~our~~accurately ~~financial~~reflect ~~condition~~the ~~and~~relative ~~results~~value of ~~operations~~the ~~together~~Company. ~~with~~There ~~our~~can ~~financial~~be no ~~statements~~assurance ~~and~~that ~~related~~there ~~notes~~will ~~appearing~~be ~~elsewhere~~an inactive ~~this~~market ~~annual~~for ~~report~~our shares of Common Stock either now or in the future. ~~This~~Investors ~~discussion~~may ~~and~~not ~~analysis~~be ~~contains~~able ~~forward-looking~~to ~~statements~~liquidate their investment or liquidate it at a price that ~~involve~~reflects ~~risks,~~the ~~uncertainties~~value ~~and~~of ~~assumptions~~the business. If ~~Our~~a ~~actual~~more ~~results~~active ~~may~~market ~~differ~~should ~~materially~~develop, ~~from~~the ~~those~~price ~~anticipated~~may inbe highly volatile. ~~these~~Because ~~forward-looking~~there ~~statements~~may asbe a ~~result~~low price for our shares of ~~many~~common ~~factors~~stock, ~~including,~~many ~~but~~brokerage firms may not ~~limited~~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, ~~those~~the ~~set~~combination ~~forth~~of ~~under~~brokerage ~~“Risk~~commissions, ~~Factors”~~transfer fees, taxes, if any, and ~~elsewhere~~any inother ~~this~~selling ~~annual~~costs ~~report~~may exceed the selling price. ~~See~~Further, ~~“Cautionary~~many lending ~~Note~~institutions ~~Regarding~~will ~~Forward-Looking~~not ~~Statements”~~permit ~~above~~the use of such shares of common stock as collateral for a loan.

~~Plan~~The global ofeconomic ~~Operation~~downturn could adversely affect our advertising revenues and our overall financial condition.

~~IQUE~~The ~~Claim~~global economic downturn could impact our healthcare-related services, including the ability of our medical professional base to regularly contribute and edit content for our health portal. The economic downturn could also impact the Company’s ability to generate revenues through online advertising as potential advertisers may reduce the number of their advertisements or withdraw advertisements completely due to budgetary cutbacks within their own pharmaceutical or health-related companies. The troubled economy could also challenge the financial health of our advertisers, potentially resulting in their failure to make timely payments to the Company. Any one or more of these possibilities could have an adverse effect on our business, revenues and overall financial position.

OnOur international ~~February~~operations 4,may ~~2005,~~subject weus ~~purchased~~to ~~the~~additional ~~IQUE Claim from Laurence Stephenson of White Rock, BC for $7,500 (which consisted of assessment~~ costs ~~of $3,600, filing fees of $700, geological report costs of $2,200,~~ and ~~the property purchase payment of $1,000)~~ risks.

InWhile ~~order~~the toCompany, ~~maintain~~through ~~the~~its ~~Property~~wholly owned subsidiary VMC, is established in ~~good~~Australia ~~standing~~and its health portal is well-known among the Australian medical community, we ~~have~~may ~~made~~face ~~minimal~~challenges ~~expenditures~~in managing onthe overseas operations in the ~~claims~~U.S. with potential issues in integrating ~~lieu~~the ofU.S. personnel and work onproducts into the ~~Property~~overall Company and~~/or~~ the ~~restaked~~lack of direct control over the ~~claim~~U.S. ~~(which~~operations. The weCompany could ~~did~~face onadditional ~~two~~costs ~~occasions)~~associated with the U.S. ~~The~~operations ~~IQUE~~in ~~Claim~~the isevent ~~currently~~of changes in ~~good~~foreign ~~standing~~laws, ~~until~~regulations ~~January~~and 31policies. Unfavorable changes in the foreign currency exchange rates could increase the costs of our operations in the United States, ~~2010~~and we do not currently engage in any activities to hedge our foreign currency exposure.

WeIn ~~have~~addition, ~~not~~our ~~earned~~international operations ~~any~~and ~~revenues~~business ~~from~~presents ~~the~~us ~~IQUE~~with ~~Claim.~~additional risk exposures, including the following:

We· ~~have~~Unexpected ~~completed~~changes a Phase I program on the property at a cost of Cdn$2,500. Weather conditions at the claim site and a lack of funds have precluded us from commencing the proposed Phase II of the recommended program on the Property. Failure to raise needed financing could result in ~~our~~regulatory having to discontinue our mining exploration and development business. At this time it is anticipated that the Phase II program recommended by Stephenson will commence in the late spring or early summer of 2010.requirements;

Limited Operating History; Need for Additional Capital

Note 1 to the Company’s audited financial statements as of September 30, 2009, included elsewhere in this Form 10-K, states that, because the Company had a working capital deficiency of $115,148 as of September 30, 2009, and had incurred accumulated losses of $199,548 for the period from February 4, 2005 (inception) to September 30, 2009, there was substantial doubt about its ability to continue as a going concern.

There is limited historical financial information about the Company upon which to base an evaluation of its performance. The Company is a development stage enterprise and has not generated any revenues from operations. The Company cannot guarantee it will be successful in its business operations. The Company’s business is subject to risks inherent in the establishment of a new mineral exploration company, including limited capital resources, unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. To become profitable and competitive, the Company will implement its plan of operation as detailed above.

The Company will be required to raise funds to complete the technical review of the IQUE Claim, to conduct the recommended exploration program on the Property and for general working capital purposes. Such financing activities could include issuing debt or equity securities in the Company and could result in a dilution of our existing share capital. We can give no assurance that future financing will be available to it on acceptable terms or at all. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations.

~~Results~~· ofDifficulties ~~Operations~~in staffing and managing foreign operations;

We· ~~did~~Potentially ~~not~~adverse ~~earn~~tax ~~any~~consequences; revenues from October 1, 2008 to September 30, 2009. We do not anticipate earning revenues until such time as we have entered into commercial production of our mineral properties. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our properties, or if such resources are discovered, that we will enter into commercial production of our mineral properties.

We· ~~incurred~~Cultural ~~operating~~and ~~expenses~~legal differences in the ~~amount~~conduct of ~~$44,744 for the period from October 1, 2008 to September 30, 2009 compared to $29,233 for the period from October 1, 2007 to September 30, 2008~~business. These operating expenses included: (a) donated office rent of $2,000 (2008: $2,000); (b) donated management services of $6,000 (2008: $6,000); (c) general and administration costs of $35,129 (2008: $20,444); (d) foreign exchange loss of $1,119 (2008: Nil) and mineral property costs of $496 (2008: $789).

WeAny ~~incurred~~one or amore ~~loss in the amount~~ of ~~$44,744~~these ~~for~~factors ~~the~~could ~~period~~have ~~from~~a ~~October~~material 1,adverse ~~2008~~effect toon ~~September~~our international ~~30,~~operations ~~2009 compared to $29~~and,~~233~~ ~~for the period from October 1~~consequently, ~~2007~~on toour ~~September 30~~business, ~~2008.~~financial ~~For the most part, our increased loss was attributable to an increase in general~~ condition and ~~administrative~~operating ~~expenses~~results.

~~Liquidity~~Our internet-based ~~and~~business ~~Capital~~has ~~Resources~~limited operating history.

~~There~~Our isinternet-based service business has a limited ~~financial~~operating ~~information~~history ~~about~~and in its short history has undergone extensive and substantial alterations in order to remain current and competitive with the ever-changing ~~Company~~markets ~~upon~~for ~~which~~internet businesses. As the market for healthcare information and related services on the internet continues to ~~base~~evolve and anchange, ~~evaluation~~we ofcannot guarantee that our ~~performance~~business will continue to be profitable. Competitors Wewith ~~are~~similar anbusiness ~~exploration~~plans ~~stage~~to ~~company~~provide healthcare information have had varied success rates and some have ~~not~~filed ~~generated~~for bankruptcy ~~any~~or ~~revenues~~been ~~from~~unable to continue operations.

~~As at September 30, 2009,~~ If we ~~had~~do ~~cash~~not ofrespond $9rapidly ~~(2008: $818), a working capital deficit of $115,148 (2008: $78,404) and an accumulated deficit of $199,548 (2008: $154,804). The increase in the working capital deficit was due~~ to antechnological ~~increase~~changes inor ~~accounts payable from $6,178 as at September 30, 2008~~ to ~~$15,537~~changes ~~as at September 30, 2009, and an increase~~ in ~~accrued liabilities from $35,945 to $46,945~~industry ~~and in monies due to related parties from $37~~standards,~~099~~ toour ~~$52,675~~products ~~for~~and ~~the~~services ~~same~~could ~~periods~~become obsolete.

~~Our~~The ~~continued~~market ~~existence and plans~~ for ~~future~~internet-based ~~growth~~products and ~~depend~~services onis ~~our~~characterized ~~ability~~by torapid ~~obtain~~technological ~~the~~change ~~capital~~and ~~necessary~~frequent introductions toof ~~operate~~new byproducts ~~the~~and ~~sale of equity shares~~services. We ~~will~~may ~~need~~be unable to respond ~~raise~~quickly ~~additional~~or ~~capital~~effectively to ~~fund~~these ~~normal operating costs and exploration efforts~~developments. We ~~anticipate~~may experience ~~that~~difficulties wewith ~~will~~software ~~need $100~~development,~~000~~ tohardware ~~fund~~design, manufacturing ~~our~~or ~~capital~~marketing ~~requirements~~that ~~through~~could ~~September~~delay ~~30,~~or ~~2010.~~prevent Weour dodevelopment, introduction ~~not~~or ~~have~~marketing ~~any~~of ~~commitments~~new toproducts ~~fund~~and ~~these costs~~enhancements. The introduction ~~Therefore,~~of wenew ~~need~~products toand ~~raise~~services anby ~~additional~~our ~~$100~~competitors,~~000~~ inthe ~~debt~~market acceptance orof ~~equity~~products ~~financing~~and inservices ~~the~~based ~~next~~on ~~twelve~~new ~~months.~~or Wealternative ~~believe~~technologies ~~that~~or the ~~such~~emergence ~~funds,~~of ifnew ~~raised,~~industry ~~will~~standards becould ~~sufficient~~render ~~to meet~~ our ~~liquidity~~existing ~~requirements~~or ~~through~~future products ~~September 30, 2010~~obsolete. If ~~However,~~our weproducts doand ~~not~~services ~~have~~become technologically ~~any~~obsolete, ~~commitments to fund such costs. If~~ we ~~are~~may ~~not~~be ~~able~~unable to generate ~~sufficient~~interest ~~revenues~~in our products and ~~cash~~services ~~flows~~and ~~or obtain additional or alternative funding~~consequently, we ~~will~~may be unable to ~~continue~~generate asrevenues, ~~a going concern. Our recurring losses and negative~~either ~~cash~~through ~~flow~~advertising ~~from~~or ~~operations raise substantial doubt about our ability to continue as a going concern~~otherwise.

~~The~~We operate ~~Company’s consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities~~ in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a ~~going~~highly ~~concern~~competitive is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operationsmarket. The Company’s working capital deficiency of $115,148 and accumulated losses of $199,548 since its inception raise substantial doubt regarding the Company’s ability to continue as a going concern.

~~Off~~Competition for internet-~~Balance~~based ~~Sheet~~businesses ~~Arrangements~~funded primarily by advertiser sales is intense and is expected to increase. Increased competition could result in reductions in our ad sales, pages views, gross margins and market share and have a material adverse effect on our business, financial condition and results of operations. We compete with other providers of healthcare information services. Some competitors have formed business alliances with other competitors that may affect our ability to work with some potential customers. In addition, if some of our competitors merge, a stronger competitor may emerge. Some principal competitors include: Nine MSN Health, MyDr and WebMD.

WeMany of our current and potential competitors have nosignificantly ~~off-balance~~greater ~~sheet~~financial, technical, ~~transactions~~product development, marketing and other resources, and market recognition than we have. These competitors may be in a position to devote greater resources to the development, promotion and sale of their products and services than we can. Our competitors also have, or may develop or acquire, a more dedicated viewer base than we have. As a result of these factors, our competitors may be able to respond more quickly to new or emerging technologies, changes in customer requirements and changes in the political, economic or regulatory environment in the healthcare industry.

~~Critical~~Our success ~~Accounting~~depends ~~Policies~~on ~~and~~our ~~Estimates~~management team, the loss of any of whom could disrupt our business operations.

~~The~~We believe ~~preparation~~that ofour ~~financial~~continued ~~statements~~success inwill ~~accordance~~depend ~~with U.S. generally accepted accounting principles requires us~~ to ~~make~~a ~~estimates~~significant ~~and~~extent ~~assumptions~~upon ~~that affect~~ the efforts ~~reported~~and ~~amounts~~abilities of ~~assets~~our ~~and~~management ~~liabilities~~team, atparticularly ~~the~~our ~~date~~chief ofexecutive officer, ~~the~~Wayne ~~financial~~Hughes, ~~statements~~our ~~and~~chief ~~the~~financial ~~reported~~officer, ~~amounts~~Stuart ofUsher, ~~net revenue~~ and ~~expenses~~our inchief operating ~~the~~officer, ~~reporting~~Thomas ~~period~~Maher. We ~~regularly~~cannot ~~evaluate~~ensure ~~our~~that ~~estimates~~we ~~and~~will be ~~assumptions~~able ~~related~~ to ~~impairment~~retain the services of ~~long-lived~~such ~~assets~~officers, ~~donated expenses~~ and ~~deferred~~our ~~income~~failure ~~tax~~to ~~asset~~retain ~~valuation~~them could ~~allowances.~~adversely Weaffect ~~base~~ our ~~estimates~~ability ~~and~~to ~~assumptions~~execute onour ~~current~~future ~~facts,~~acquisitions ~~historical experience~~ and ~~various other factors that we believe~~ to manage ~~be reasonable under~~ the ~~circumstances,~~operations ~~the results~~ of ~~which form~~ the ~~basis~~business. This ~~for~~could ~~making~~have ~~judgments~~a ~~about~~material adverse ~~the~~effect ~~carrying~~on ~~values of assets and liabilities and~~ the ~~recording~~Company’s ~~of revenue~~business, ~~costs~~financial condition and ~~expenses~~results ~~that are not readily apparent from other~~of ~~sources~~operations. We ~~The~~do ~~actual~~not ~~results~~currently ~~experienced~~carry bykey-man uslife ~~may~~insurance ~~differ~~on ~~materially~~any of ~~and~~our ~~adversely~~executive ~~from~~officers. Further, ~~our estimates~~Mr. ToUsher ~~the~~is ~~extent~~an ~~there~~independent contractor ~~are~~of ~~material differences between our estimates and~~ the ~~actual results, our future results of operations will be affected~~Company.

We rely ~~believe~~on the ~~following~~experience ~~are~~and ~~either~~expertise ~~(i) critical accounting policies that require us to make significant estimates or assumptions in the preparation~~ of our ~~financial~~skilled ~~statements~~employees, orand ~~(ii) other~~must ~~key~~continue to ~~accounting~~attract ~~policies~~and ~~that~~retain ~~generally~~qualified dotechnical, ~~not~~marketing ~~require~~and usmanagerial topersonnel ~~make~~in order ~~estimates or assumptions but may require us~~ to ~~make difficult or subjective judgments:~~ succeed.

~~Financial~~Our future ~~Instruments~~success will depend largely upon our ability to attract and ~~Fair~~retain ~~Value~~highly skilled ~~Measures~~technical, managerial and marketing personnel, and there is significant competition for such personnel in our industry. We try to ensure that we offer competitive compensation and benefits as well as opportunities for continued development. There can be no assurance that we will continue to be successful in attracting and retaining the personnel we require to develop new and enhanced products and to continue to grow and operate profitably. We continually strive to recruit and train required personnel as well as retain key employees.

~~The~~We may ~~financial~~experience ~~instruments~~capacity ofconstraints ~~the Company consist principally of cash, accounts payable~~ and ~~amounts~~failures ~~due to related parties. Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments the fair value~~ of ~~cash~~our ~~equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets~~systems. The Company believes that the recorded values of all of the other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

~~Income~~The performance ~~Taxes~~of our servers and other technological systems is critical to our business. Any sustained or repeated system failures that cause interruption or increases in response times could reduce the attractiveness of our products and services and have a serious impact on our business and perception by customers. 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 performance or complete outages of our website, thereby adversely affect the market acceptance of our products and services.

~~Potential~~Our operations ~~benefits~~are ofalso ~~income~~dependent ~~tax~~on ~~losses~~our ~~are~~ability ~~not~~to ~~recognized~~protect inour ~~the~~computer ~~accounts~~equipment and ~~until~~the ~~realization~~information isstored ~~more~~and ~~likely~~maintained ~~than~~by ~~not.~~it ~~The~~against ~~Company~~damage ~~has~~by ~~adopted~~fire, ~~ASC 740~~power loss, ~~Income~~telecommunications ~~Taxes~~failures, asunauthorized ofintrusions ~~its~~and ~~inception~~other events. The ~~Pursuant~~occurrence toof ~~ASC~~any ~~740 the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit~~ of ~~net~~these ~~operating~~events ~~losses~~could ~~have~~result ~~not been recognized~~ in ~~these financial~~ ~~statements~~interruptions, ~~because~~delays ~~the~~or ~~Company~~cessations ~~cannot~~in beservice ~~assured~~to itour ~~is more likely than not it will utilize the net operating losses carried forward in future years~~customers.

~~Recently~~If we ~~Issued~~are ~~Accounting~~not ~~Pronouncements~~able to adequately protect our intellectual property, other parties may develop competing products and/or services that utilize our intellectual property.

InAt ~~May 2009~~this time, ~~FASB~~we ~~issued~~have ~~ASC~~not ~~855,~~obtained ~~Subsequent~~any ~~Events,~~trademark ~~which~~or ~~establishes~~patent ~~general~~protection ~~standards~~on ~~for~~our ~~the~~products ~~evaluation, recognition and disclosure of events and transactions that occur after~~ in the ~~balance~~United ~~sheet date~~States. At ~~Although~~this ~~there is new terminology~~time, ~~the~~we ~~standard~~intend isto ~~based~~rely solely on copyright ~~the~~and ~~same~~trade ~~principles~~secret asprotection ~~those~~and confidentiality ~~that~~and/or license ~~currently~~agreements ~~exist~~with inour ~~the auditing standards. The standard~~employees, ~~which includes a new required disclosure of the date through which an entity has evaluated subsequent events~~customers, ispartners ~~effective~~and ~~for~~others ~~interim~~to orprotect our ~~annual~~intellectual ~~periods~~property; ~~ending after June 15~~however, ~~2009.~~no ~~The~~assurance ~~adoption~~can ofbe ~~ASC~~made ~~855~~that ~~did~~third parties will not ~~have~~develop acompeting ~~material~~products ~~effect~~that onutilize ~~the~~our ~~Company’s financial statements~~intellectual property. ~~Refer to Note 8.~~

In ~~June 2009~~ addition, ~~the~~there ~~FASB~~can ~~issued~~be ~~guidance~~no ~~now~~assurance ~~codified~~that asother ~~ASC~~parties ~~105,~~will ~~Generally~~not ~~Accepted~~assert infringement ~~Accounting~~claims ~~Principles~~against asus. Any ~~the~~such ~~single~~claims, ~~source~~with ofor ~~authoritative~~without merit, ~~accounting~~could ~~principles~~be ~~recognized~~time-consuming ~~by the FASB~~ to bedefend, ~~applied~~result ~~by nongovernmental entities~~ in ~~the~~costly ~~preparation~~litigation, ofdivert management’s ~~financial~~attention ~~statements~~and inresources ~~conformity~~or ~~with~~require USus ~~GAAP,~~to ~~aside~~enter ~~from~~into ~~those~~royalty ~~issued~~or licensing ~~by the SEC~~agreements. There ~~ASC 105~~can ~~does~~be ~~not~~no ~~change~~assurance ~~current~~that USsuch ~~GAAP,~~licenses would ~~but~~be isavailable ~~intended~~on tocommercially ~~simplify~~reasonable ~~user~~terms, ~~access~~if toat all, ~~authoritative~~and USthe assertion ~~GAAP~~or byprosecution ~~providing all authoritative literature related to a particular topic in one place. The adoption~~ of ~~ASC~~any ~~105~~such ~~did~~claims ~~not~~could have a material ~~impact~~adverse effect on ~~the~~our ~~Company’s~~business, financial ~~statements,~~condition ~~but~~and ~~did eliminate all references to pre-codification standards~~operations.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

~~ITEM~~We do 8.not ~~FINANCIAL~~intend ~~STATEMENTS~~to ~~AND~~pay ~~SUPPLEMENTARY~~any ~~DATA~~cash dividends in the foreseeable future and, therefore, any return on an investment in our stock must come from increases in the fair market value and trading price of such stock.

~~Cliff~~We ~~Rock~~have not ~~Resources~~paid ~~Corp~~any cash dividends on our common stock and do not intend to pay cash dividends on our common stock in the foreseeable future. We intend to retain future earnings, if any, for reinvestment in the development and expansion of our business. Any credit agreements, which we may enter into with institutional lenders, may restrict our ability to pay dividends. Whether we pay cash dividends in the future will be at the discretion of our board of directors and will be dependent upon our financial condition, results of operations, capital requirements and any other factors that the board of directors decides is relevant. Therefore, any return on an investment in our stock must come from increases in the fair market value and trading price of such stock.

~~(An~~There is ~~Exploration~~limited ~~Stage~~liquidity ~~Company)~~on the OTCQB and the Pink Sheets.

~~September~~When fewer 30shares of a security are being traded on the OTCQB and Pink Sheets, volatility ~~2009~~of prices may increase and price movement may outpace the ability of the OTCQB and Pink Sheets to deliver accurate quote information. Due to lower trading volumes in our Common Stock, there may be a lower likelihood of a person’s orders for shares of our Common Stock being executed, and current prices may differ significantly from prices quoted by the OTCQB or Pink Sheets at the time of order entry.

~~Index~~Because our Common Stock is quoted on the OTCQB and the Pink Sheets, your ability to sell shares in the secondary trading market may be limited.

~~Report~~Our Common ofStock ~~Independent~~is ~~Registered~~currently ~~Public~~quoted ~~Accounting~~on ~~Firm~~the Fover-1the-counter market on the OTCQB and the Pink Sheets. Consequently, the liquidity of our Common Stock is impaired, not only in the number of shares that are bought and sold, but also through delays in the timing of transactions, and coverage by security analysts and the news media, if any, of our Company. As a result, prices for shares of our Common Stock may be lower than might otherwise prevail if our Common Stock were quoted and traded on NASDAQ or a national securities exchange.

~~Balance~~There is ~~Sheets~~a ~~F-2~~limitation in connection with the editing and canceling of orders on the OTCQB and the Pink Sheets.

~~Statements~~Orders for ofOTCQB ~~Operations~~and ~~F-3~~Pink Sheet securities may be canceled or edited like orders for other securities. All requests to change or cancel an order must be submitted to, received and processed by the OTCQB or Pink Sheets. Due to the manual order processing involved in handling OTCQB and Pink Sheets trades, order processing and reporting may be delayed. As a result, it may not be possible to edit orders. Consequently, it may not be possible for the Company’s shareholders to sell our Common Stock at optimum trading prices.

~~Statements~~We are subject to penny stock rules which will make the shares of ~~Cash~~our ~~Flows~~Common ~~F-4~~Stock more difficult to sell.

~~Statement~~We are subject to the SEC’s “penny stock” rules since our shares of ~~Stockholders~~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 ~~Equity~~account. ~~(Deficit)~~The Fbid and offer quotations, and the broker-5dealer 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.

Notes to the Financial Statements F-6

~~Report~~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 ~~Independent~~any ~~Registered~~offerings ~~Public~~and ~~Accounting~~reduce ~~Firm~~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.

ToThere is ~~the~~a ~~Board~~risk of ~~Directors~~market ~~and~~fraud ~~Stockholders~~within the penny stock market.

~~Cliff~~Shareholders should ~~Rock~~be ~~Resources~~aware ~~Corp~~that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. We are aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.

~~(An~~The use ~~Exploration~~of ~~Stage~~the ~~Company)~~internet for commerce may be subject to further government regulation and other legal uncertainties.

WeAs ~~have~~the use ~~audited~~of the ~~accompanying~~internet ~~balance~~for ~~sheets~~commerce ofevolves, ~~Cliff~~federal, ~~Rock~~state, ~~Resources~~local ~~Corp.~~or ~~(An~~foreign governments ~~Exploration~~may ~~Stage~~adopt ~~Company)~~regulations ascovering ofissues ~~September~~such ~~30,~~as ~~2009~~user ~~and~~privacy, ~~2008~~pricing, content and ~~the~~quality ~~related~~of ~~statements~~products and services. Although many of ~~operations~~these regulations may not apply to our business directly, ~~cash~~we ~~flows~~expect that laws and regulations ~~stockholders’~~relating ~~deficit~~to ~~for~~products and services provided through the ~~years~~internet would ~~then~~have ~~ended~~a ~~and~~direct ~~accumulated~~or ~~from~~indirect ~~February~~effect 4,upon ~~2005~~our ~~(Date~~business. It ofis possible ~~Inception)~~that tolegislation ~~September~~could 30expose companies involved in Internet commerce to liability, ~~2009.~~which ~~These~~could ~~financial~~limit ~~statements~~the ~~are~~growth of the ~~responsibility~~general use of the ~~Company’s management~~internet. If ~~Our~~enacted, ~~responsibility~~such islaws, torules ~~express~~or anregulations ~~opinion~~could onlimit ~~these~~the market ~~financial~~for ~~statements~~our ~~based~~products and services, which could have a material adverse effect on our ~~audits~~business and operations.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the ~~financial~~may ~~statements. The Company is~~ not ~~required~~be toable ~~have, nor were we engaged~~ to ~~perform,~~maintain anadequate ~~audit~~insurance ~~of its internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis~~ for ~~designing~~product ~~audit~~or ~~procedures~~service ~~that~~liability on ~~are~~reasonable ~~appropriate~~terms in the ~~circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control over financial reporting~~future. ~~An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.~~

InThe ~~our~~Company ~~opinion,~~is ~~the~~exposed ~~financial~~to ~~statements~~potential product ~~referred~~liability torisks ~~above~~which ~~present~~are ~~fairly,~~inherent in ~~all~~the ~~material~~research ~~respects~~and development, manufacturing, ~~the~~marketing ~~financial~~and ~~position~~use of ~~Cliff~~its ~~Rock~~products ~~Resources~~or ~~Corp~~products developed with future co-development alliance partners. It ~~(An~~will ~~Exploration~~be ~~Stage~~necessary ~~Company)~~for asus to ofsecure ~~September~~insurance ~~30,~~to ~~2009~~help ~~and~~manage ~~2008~~such risks. However, ~~and~~we ~~the~~may ~~results~~not ofbe ~~its~~able ~~operations~~to maintain ~~and~~insurance ~~its~~for ~~cash~~product ~~flows~~or ~~for~~service ~~the~~liability ~~years~~on ~~then~~reasonable ~~ended~~terms ~~and~~in ~~accumulated~~the future ~~from~~and, ~~February~~in 4addition, ~~2005~~our ~~(Date~~insurance ofmay ~~Inception)~~not be sufficient to ~~September~~cover 30large claims, ~~2009~~or inthe ~~conformity~~insurer could disclaim coverage on our claims. If we fails to ~~with~~meet ~~accounting~~its ~~principles~~clients' ~~generally~~expectations, ~~accepted~~our inreputation ~~the~~could ~~United~~suffer ~~States~~and we could be liable for damages.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has a working capital deficiency and has incurred operating losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ “Manning Elliott LLP”

CHARTERED ACCOUNTANTS

Vancouver, Canada

December 16, 2009

F-1

Cliff Rock Resources Corp.

(An Exploration Stage Company)

Balance Sheets

(Expressed in US dollars)

	September 30,	September 30,
	2009	2008
	$	$
ASSETS
Current Assets
Cash	9	818
Total Assets	9	818
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Accounts payable	15,537	6,178
Accrued liabilities (Note 4)	46,945	35,945
Due to related parties (Note 5)	52,675	37,099
Total Liabilities	115,157	79,222
Commitments and Contingencies (Notes 1 and 3)
Stockholders’ Deficit
Common Stock, 300,000,000 shares authorized, $0.001 par value 45,282,000 shares issued and outstanding (Note 6)	45,282	45,282
Additional Paid-in Capital	9,118	9,118
Donated Capital (Note 5)	30,000	22,000
Deficit Accumulated During the Exploration Stage	(199,548)	(154,804)
Total Stockholders’ Deficit	(115,148)	(78,404)
Total Liabilities and Stockholders’ Deficit	9	818

(The accompanying notes are an integral part of these financial statements)

F-2

Cliff Rock Resources Corp.

(An Exploration Stage Company)

Statements of Operations

(Expressed in US dollars)

	Accumulated from
	February 4, 2005	For the	For the
	(Date of Inception) to	Year Ended	Year Ended
	September 30,	September 30,	September 30,
	2009	2009	2008
	$	$	$
Revenue	–	–	–
Expenses
Donated services and expenses (Note 5)	30,000	8,000	8,000
General and administrative	157,157	35,129	20,444
Foreign exchange loss	1,119	1,119	–
Mineral property costs	11,272	496	789
Total Expenses	199,548	44,744	29,233
Net Loss	(199,548)	(44,744)	(29,233)
Net Loss Per Share – Basic and Diluted		–	–
Weighted Average Shares Outstanding		45,282,000	45,282,000

(The accompanying notes are an integral part of these financial statements)

F-3

Cliff Rock Resources Corp.

(An Exploration Stage Company)

Statements of Cash Flows

(Expressed in US dollars)

	Accumulated from February 4, 2005 (Date of Inception) to	For the Year Ended	For the Year Ended
	September 30,	September 30,	September 30,
	2009	2009	2008
	$	$	$
Operating Activities
Net loss for the period	(199,548)	(44,744)	(29,233)
Adjustment to reconcile net loss to cash used
in operating activities:
Donated services and expenses	30,000	8,000	8,000
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities	62,482	20,359	5,783
Due to related party	23,592	15,576	(863)
Net Cash Used in Operating Activities	(83,474)	(809)	(16,313)
Financing Activities
Proceeds from issuance of common stock	54,400	–	–
Advances from related parties	29,083	–	13,000
Net Cash Provided by Financing Activities	83,483	–	13,000
Increase (Decrease) In Cash	9	(809)	(3,313)
Cash – Beginning of Period	–	818	4,131
Cash – End of Period	9	9	818
Supplemental Disclosures
Interest paid	–	–	–
Income taxes paid	–	–	–

(The accompanying notes are an integral part of these financial statements)

F-4

Cliff Rock Resources Corp.

(An Exploration Stage Company)

Statement of Stockholders’ Equity (Deficit)

From February 4, 2005 (Date of Inception) to September 30, 2009

(Expressed in US dollars)

							Deficit
							Accumulated
	Common Stock		Common Stock Subscribed		Additional		During
		Par			Paid-in	Donated	Exploration
	Shares	Value			Capital	Capital	Stage	Total
	#	$	#	$	$	$	$	$
Balance – February 4, 2005 (Date of Inception)	–	–	–	–	–	–	–	–
Issuance of stock for cash at $0.033 per share	3,000	3	–	–	97	–	–	100
Issuance of stock for cash at $0.0003 per share	22,500,000	22,500	–	–	(15,000)	–	–	7,500
Common stock subscribed at $0.0017 per share	–	–	4,500,000	1,500	6,000	–	–	7,500
Common stock subscribed at $0.033 per share	–	–	126,000	42	4,158	–	–	4,200
Donated services	–	–	–	–	–	2,000	–	2,000
Net loss for the period	–	–	–	–	–	–	(18,859)	(18,859)
Balance – September 30, 2005	22,503,000	22,503	4,626,000	1,542	(4,745)	2,000	(18,859)	2,441
Issuance of stock for cash at $0.0013 per share	22,500,000	22,500	(4,500,000)	(1,500)	9,000	–	–	30,000
Issuance of stock for cash at $0.018 per share	279,000	279	(126,000)	(42)	4,863	–	–	5,100
Donated services	–	–	–	–	–	4,000	–	4,000
Net loss for the year	–	–	–	–	–	–	(55,671)	(55,671)
Balance – September 30, 2006	45,282,000	45,282	–	–	9,118	6,000	(74,530)	(14,130)
Donated services	–	–	–	–	–	8,000	–	8,000
Net loss for the year	–	–	–	–	–	–	(51,041)	(51,041)
Balance – September 30, 2007	45,282,000	45,282	–	–	9,118	14,000	(125,571)	(57,171)
Donated services	–	–	–	–	–	8,000	–	8,000
	–	–	–	–	–	–	(29,233)	(29,233)
Balance – September 30, 2008	45,282,000	45,282	–	–	9,118	22,000	(154,804)	(78,404)
Donated services	–	–	–	–	–	8,000	–	8,000
Net loss for the year	–	–	–	–	–	–	(44,744)	(44,744)
Balance – September 30, 2009	45,282,000	45,282	–	–	9,118	30,000	(199,548)	(115,148)

On April 30, 2009, the Company effected a 3 to 1 forward stock split of the authorized, issued and outstanding common stock. All share amounts have been retroactively adjusted for all periods presented.

(The accompanying notes are an integral part of these financial statements)

F-5

1. Exploration Stage Company

Cliff Rock Resources Corp. (the “Company”) was incorporated in the State of Nevada on February 4, 2005. The Company has acquired a mineral property in British Columbia, Canada. The Company is an Exploration Stage Company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities. The Company’s principal business is the acquisition and exploration of mineral resources. The Company has not presently determined whether its properties contain mineral reserves that are economically recoverable.

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations and to determine the existence, discovery and successful exploitation of economically recoverable reserves in its resource properties, confirmation of the Company’s interests in the underlying properties, and the attainment of profitable operations. As at September 30, 2009, the Company has a working capital deficit of $115,148 and has accumulated losses of $199,548 since inception. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

2. Summary of Significant Accounting Policies

a) Basis of Presentation

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year-end is September 30.

b) Use of Estimates

The preparation of financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to donated expenses, and deferred income tax asset valuation allowance. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

c) Comprehensive Loss

ASC 220, Comprehensive Income establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at September 30, 2009 and 2008, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

e) Basic and Diluted Net Income (Loss) Per Share

The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. At September 30, 2009, there are no dilutive potential common shares.

F-6

2. Summary of Significant Accounting Policies (continued)

f) Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

g) Mineral Property Costs

The Company has been in the exploration stage since its formation on February 4, 2005 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred. The Company assesses the carrying costs for impairment each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

As of the date of these financial statements, the Company has incurred only acquisition and exploration costs which have been expensed.

To date, the Company has not established any proven or probable reserves on its mineral properties.

h) Financial Instruments and Fair Value Measures

The financial instruments of the Company consist principally of cash, accounts payable and amounts due to related parties. Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments the fair value of cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of the other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

i) Income Taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740, Income Taxes as of its inception. Pursuant to ASC 740 the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

j) Foreign Currency Translation

The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with ASC 830, Foreign Currency Translation Matters, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

F-7

2. Summary of Significant Accounting Policies (continued)

k) Stock-based Compensation

The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation using the fair value method. The Company has not issued any stock options since its inception.

l) Recently Issued Accounting Pronouncements

In May 2009, FASB issued ASC 855, Subsequent Events, which establishes general standards for the evaluation, recognition and disclosure of events and transactions that occur after the balance sheet date. Although there is new terminology, the standard is based on the same principles as those that currently exist in the auditing standards. The standard, which includes a new required disclosure of the date through which an entity has evaluated subsequent events, is effective for interim or annual periods ending after June 15, 2009. The adoption of ASC 855 did not have a material effect on the Company’s financial statements. Refer to Note 8.

In June 2009, the FASB issued guidance now codified as ASC 105, Generally Accepted Accounting Principles as the single source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP, aside from those issued by the SEC. ASC 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place. The adoption of ASC 105 did not have a material impact on the Company’s financial statements, but did eliminate all references to pre-codification standards

3. Mineral Property

On February 4, 2005, the Company entered into an agreement to acquire a 100% interest in the IQUE mineral claim located on Vancouver Island, British Columbia, Canada, in consideration for $7,500. This mineral claim is subject to a 2.5% net smelter returns royalty (“NSR”) and a 7.5% gross rock revenue royalty. The Company can acquire 1.5% of the NSR for $1,500,000 within twelve months from commencement of commercial production. Advance royalty payments of $25,000 are payable annually commencing on February 4, 2008. As at September 30, 2009, the Company has not made the advance royalty payment due on February 4, 2008. As a result, the Company allowed the claim to lapse and restaked land surrounding the property.

4. Accrued Liabilities

Accrued liabilities of $46,945 (2008 - $35,945) consists of professional fees.

5. Related Party Transactions/ Balances

a) A director provides management services and office premises to the Company valued at $500 and $1,500 per quarter, respectively. During the year ended September 30, 2009, donated services of $2,000 (2008 - $2,000) and donated rent of $6,000 (2008 - $6,000) were charged to operations.

b) As at September 30, 2009, the Company owes $13,280 (2008 - $13,280) to a significant shareholder of the Company which includes an advance of $5,000 (2008 - $5,000) and $8,280 (2008 - $8,280) of expenses paid on behalf of the Company. The advance of $5,000 is unsecured, non-interest bearing and is repayable on demand. The remaining $8,280 owing is unsecured, non-interest bearing and has no terms of repayment.

c) As at September 30, 2009, the Company owes $37,385 (2008 - $23,419) to a shareholder of the Company for advances made to the Company. The amounts owing are unsecured and non-interest bearing. The amount owing of $15,000 is repayable on demand and $22,385 has no terms of repayment.

d) Legal fees of $10,947 (2008 - $3,123) were accrued as payable to a legal firm controlled by a shareholder. The amounts have been included in general and administrative fees in the statement of operations. As at September 30, 2009, accrued liabilities include $46,945 (2008 – $35,945) payable to a legal firm controlled by a shareholder.

F-8

6. Common Stock

On April 30, 2009, the Company effected a 3 to 1 forward stock split of the authorized, issued and outstanding common stock. As a result, the authorized share capital increased from 100,000,000 shares of common stock with a par value of $0.001 per share to 300,000,000 shares of common stock with a par value of $0.001 per share. The issued and outstanding shares increased from 15,094,000 shares of common stock to 45,282,000 shares of common stock. All share amounts have been retroactively adjusted for all periods presented.

7. Income Taxes

The Company accounts for income tax under ASC 740 Income Taxes. Deferred income tax assets and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Income tax expense differs from the amount that would result from applying the U.S. federal and state income tax rate to earnings before income taxes. The Company has a net operating loss carry-forward of approximately $169,500 available to offset taxable income in future years which expire through fiscal 2029. Pursuant to ASC 740, the potential benefit of the net operating loss carry-forward has not been recognized in the financial statements since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years.

The Company is subject to United States federal and state taxes at an approximate rate of 35%. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:

	2009 $	2008 $
Income tax benefit computed at the statutory rate	(15,645)	(10,220)
Permanent differences	2,800	2,800
Change in valuation allowance	12,845	7,420
Provision for income taxes	–	–

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred income taxes arise from temporary differences in the recognition of income and expenses for financial reporting and tax purposes. The significant component of deferred income tax assets and liabilities is as follows:

	2009 $	2008 $
Deferred income tax assets
Net operating loss carried forward	59,325	46,480
Valuation allowance	(59,325)	(46,480)
Net deferred income tax asset	–	–

The Company has recognized a valuation allowance for the deferred income tax asset since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years. The valuation allowance is reviewed annually. When circumstances change and which cause a change in management’s judgement about the realizability of deferred income tax asset, the impact of the change on the valuation allowance is generally reflected in current income.

8. Subsequent Events

In accordance with ASC 855, Subsequent Events, the Company evaluated subsequent events through December 16, 2009, the date of issuance of the audited financial statements. During this period the Company did not have any material recognizable subsequent events.

F-9

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A(T). CONTROLS AND PROCEDURES

Disclosure Control and Procedure

At the end of the period covered by this report on Form 10-K for the year ended September 30, 2009, an evaluation was carried out under the supervision of and with the participation of the Company’s management, including the President and Treasurer, who is our principal executive officer and our principal financial and accounting officer, of the effectiveness of the design and operations of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d – 15(e) under the Exchange Act). Based on that evaluation the President and Treasurer has concluded that the Company’s disclosure controls and procedures were adequately designed and effective in ensuring that: (i) information required to be disclosed by the Company in reports that it files or submits to the Securities and Exchange Commission under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our President and Treasurer, as appropriate, to allow for accurate and timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

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

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. It should be noted that a control system, no matter how well conceived or operated, can only provide reasonable assurance, not absolute assurance, that the objectives of the control system are met. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate.

Management conducted an evaluation of the design and operation of the Company’s internal control over financial reporting as of September 30, 2009 based on the criteria in a framework developed by the Company’s management pursuant to and in compliance with the principles and framework of the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, management has concluded that the Company’s internal control over financial reporting was not effective as of September 30, 2009 as described below.

(1) Certain entity level controls establishing a “tone at the top” were considered material weaknesses. The Company has no independent directors and no audit committee. There is no policy on fraud. A whistleblower policy is not necessary given the small size of the organization.

(ITEM 2) ~~Due~~– toDESCRIPTION ~~the~~OF significant number and magnitude of out-of-period adjustments identified during the audit of our financial statements for the year ended September 30, 2009, management has concluded that the controls over the period-end financial reporting process were not operating effectively. Controls were not effective to ensure that significant year end accrued liabilities were appropriately reviewed, analyzed, and monitored on a timely basis. A material weakness in the period-end financial reporting process could result in the Company not being able to meet its regulatory filing deadlines and, if not remediated, has the potential to cause a material misstatement or to miss a filing deadline in the future.PROPERTY

~~Management~~Our principal isexecutive ~~currently~~offices ~~evaluating~~are ~~remediation~~located ~~plans~~at ~~for~~L1, ~~the~~414 ~~above~~Scarborough ~~control~~Beach ~~deficiencies~~Road, Osborne Park, WA 6017, Australia, PO Box 1173, Osborne Park, WA 6916, Australia. We have entered into a three-year lease for such space for $4,732 per month. Such lease expires in May 2012.

~~This~~We ~~annual~~intend to ~~report~~have ~~does~~a ~~not~~US ~~include~~office anbut ~~attestation~~have ~~report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was~~ not ~~subject~~as toyet ~~attestation~~entered byinto ~~the~~a ~~Company’s~~lease ~~registered~~for ~~public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only~~such ~~management’s report in this annual report~~space.

~~Changes~~The Company inalso ~~Internal~~owns ~~Control~~the ~~Over~~IQUE ~~Financial~~Claim, ~~Reporting~~located on Vancouver Island, British Columbia. In light of the Company’s current commercial focus and the uncertainty regarding the number of mineral exploration phases the Company would have to conduct before concluding that there are, or are not, commercially viable minerals on the IQUE Claim, on August 1, 2010, the Company made the decision to abandon the IQUE Claim with no further obligations or costs to the Company.

~~There~~ITEM 3 ~~were~~– noLEGAL changes in our internal control over financial reporting (as defined in Rule 13(a)-15(f) or (15d-15(f)) that occurred during the Company’s the period covered by this annual report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.PROCEEDINGS

~~ITEM~~We 9Bknow of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. ~~OTHER~~There are ~~INFORMATION~~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.

~~None.~~ITEM 4 – (REMOVED AND RESERVED)

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

Directors and Executive Officers and Significant Employees

All directors of the Company hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified. The officers of the Company are appointed by our board of directors and hold office until their death, resignation or removal from office.

On September 9, 2009, we filed a Current Report on Form 8-K announcing the resignation of Andrew Hamilton as the Company’s sole director and from the offices of president, secretary and treasurer of the Company, and the appointment of another party as the Company’s sole director and to the offices of president, secretary and treasurer of the Company. Pursuant to Nevada Revised Statutes sections 78.115 and 78.130, Mr. Hamilton’s resignation did not become effective as the appointee did not accept his appointment as the Company’s sole director and to the offices of president, secretary and treasurer.

On October 26, 2009, the Company confirmed Mr. Hamilton’s resignation as the Company’s sole director and from the offices of president, secretary and treasurer of the Company, effective upon appointment and qualification of his successor, and appointed Dr. Michael Raymont to fill the vacancy on the Company’s board of directors and to serve as the Company’s president, secretary and treasurer.

As at September 30, 2009, the following person was our director and executive officer (and only significant employee) and his age as at September 30, 2009, positions held, and date first elected/appointed, are as follows:

Name	Position	Age	Date First Elected/Appointed
Andrew Hamilton	Director, President, Secretary and Treasurer	40	Director: June 16, 2006 Officer: Sept. 13, 2008

Andrew Hamilton was a director and our President, Secretary and Treasurer until October 26, 2009. Mr. Hamilton has a Bachelor of Science – Agriculture (Soil Science Specialization) degree obtained from the University of Alberta (Edmonton) in 1993 and a Master of Business Administration degree obtained from the University of Calgary, Alberta in 2004.PART He is currently the Senior Manager, Health, Safety, Environment and Social Responsibility, Technical & Operating Solutions for Nexen Canada Ltd. (Nexen Inc), in Calgary, Alberta. He has 15 years of experience in the oil and gas industry, in environmental operations, focusing on abandonment and reclamation, and site remediation. Until his resignation Mr. Hamilton devoted 2 to 4 hours per week dealing with our affairs.II

~~For~~ITEM 5 ~~information~~– ~~regarding~~MARKET ~~Dr. Michael~~FOR ~~Raymont, Mr. Hamilton~~REGISTRANT’sS ~~successor~~COMMON ~~as our director~~EQUITY, ~~President,~~RELATED ~~Secretary~~STOCKHOLDER ~~and~~MATTERS ~~Treasurer,~~AND ISSUER ~~see~~PURCHASE ~~the~~OF ~~Company’s~~EQUITY ~~Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on October 26, 2009.~~SECURITIES

~~Significant~~Cliff Rock ~~Employees~~Shares began trading on the OTCBB on April 9, 2008 under the stock symbol “CLFR”. Our common stock currently trades on the OTCQB and Pink Sheets under the symbol “VMCT.”

WeAs ~~have~~of October no6, ~~significant~~2010, ~~employees~~the ~~besides~~last sale price of our ~~President,~~common ~~Secretary~~stock as reported on the OTCQB and ~~Treasurer~~Pink Sheets was $0.285 per share.

~~Family~~For ~~Relationships~~the period between August 30, 2010, the date on which the Company began to be quoted on the OTCQB, and September 10, 2010, the high and low bid quotations for the Company’s shares of Common stock are $0.37 and $0.30, respectively.

~~There~~The following ~~are~~table nosummarizes ~~family~~the ~~relationships~~high ~~among~~and ~~our~~low ~~board~~bid quotations of ~~directors~~Cliff orRock ~~officers~~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.

~~Involvement~~Quarterly inHigh ~~Certain~~and ~~Legal~~Low ~~Proceedings~~Bid Quotations

Our directors, executive officers and control persons have not been involved in any of the following events during the past five years:

Quarter Ended	High		Low
Through May 27, 2010	$	0.015	$	0.015
March 31, 2010	$	0.095	$	0.095
December 31, 2009	$	0.06	$	0.06
September 30, 2009	$	0.06	$	0.06
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	$	0.083	$	0.083

~~(a)~~Monthly ~~any~~High ~~bankruptcy~~and ~~petition~~Low ~~filed~~Bid Quotations byfor ~~or against any business of which such person was a general partner or executive officer either at~~ the ~~time~~Most ofRecent ~~the~~Six ~~bankruptcy or within two years prior to that time;~~Months

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

Month Ended	High		Low
Through May 27, 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

~~(c)~~Following ~~being~~the ~~subject~~Share toExchange ~~any~~on ~~order,~~May ~~judgment~~27, ~~or decree~~ 2010, ~~not~~the ~~subsequently~~high ~~reversed,~~and ~~suspended~~low orbid ~~vacated,~~quotations offor ~~any~~the ~~court~~Company’s ofshares ~~competent~~on ~~jurisdiction,~~the ~~permanently~~OTCBB oras reported ~~temporarily~~by ~~enjoining,~~FINRA ~~barring,~~have ~~suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or~~been:

(d) being found by a court of competent jurisdiction (in a civil action), the 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.

Month Ended	High		Low
July 2010	$	0.42	$	0.38
June 2010	$	0.40	$	0.32
May 30 ,2010	$	0.50	$	0.015

Conflicts of Interest

To our knowledge, and other than as disclosed in this report, there are no known existing or potential conflicts of interest among us, our promoters, directors and officers, or other members of management, or of any proposed director, officer or other member of management as a result of their outside business interests except that certain of the directors and officers serve as directors and officers of other companies, and therefore it is possible that a conflict may arise between their duties to us and their duties as a director or officer of such other companies.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s officers, directors, and persons who beneficially own more than 10% of the Company’s common stock (“10% Stockholders”), to file reports of ownership and changes in ownership with the SEC. Such officers, directors and 10% Stockholders are also required by SEC rules to furnish us with copies of all Section 16(a) forms that they file.

~~Based~~The ~~solely~~high and onlow ~~our~~bid ~~review~~quotations offor the ~~copies~~Company’s ofshares ~~such~~on ~~forms~~the ~~received~~OTCQB ~~by us, or written representations from certain reporting persons, we believe that during fiscal year ended September 30, 2009, all filing requirements applicable to its officers, directors~~ and ~~greater~~Pink ~~than~~Sheets have ~~10% percent beneficial owners were complied with, except for the following~~been:

Name and Nature of Affiliation	Late Reports	Reports Not Filed
Month Ended		High		Low
Geoffrey Hamilton (10% Shareholder)	1	1
Through October 12, 2010		$	0.35	$	0.28
Andrew Hamilton (Director and Officer and 10% Shareholder)	1	1
September 2010		$	0.36	$	0.29
August 2010		$	0.40	$	0.33

~~Code of Ethics~~Holders

WeThe Company’s ~~have~~shares ~~adopted~~are aissued ~~corporate~~in ~~code~~registered ~~of ethics~~form. WeColonial ~~believe~~Stock ~~our~~Transfer ~~code~~ Company, of ~~ethics~~66 isExchange ~~reasonably designed to deter wrongdoing and promote honest and ethical conduct~~Place, toSalt ~~provide~~Lake ~~full~~City, ~~fair,~~Utah ~~accurate,~~84111 ~~timely~~(801) ~~and~~355-5740 ~~understandable disclosure in public reports~~(Phone), to(801) 355-6506 ~~comply with applicable laws~~(Fax), tois ~~ensure~~the ~~prompt~~transfer ~~internal~~agent ~~report of code violations, and to provide accountability~~ for ~~adherence~~our ~~to the code~~shares.

~~Corporate~~On ~~Governance~~May 27, 2010, the Company cancelled 32,500,000 shares of its common stock. As a result, as of October 6, 2010, the Company had 84,253,764 issued and outstanding common shares, held by 86 shareholders.

As of the date of this Report, we have not effected any material changes to the procedures by which our shareholders may recommend nominees to our board of directors. Our board of directors does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our board of directors has determined that it is in the best position to evaluate theCommon Company’s requirements as well as the qualifications of each candidate when the board considers a nominee for a position on our board of directors. If shareholders wish to recommend candidates directly to our board, they may do so by sending communications to the President of the Company at the address on the cover of this annual report.Stock

~~Audit~~We ~~Committee~~are currently authorized to issue 200,000,000 shares of common stock, par value $0.001. As of October 6, 2010, 84,253,764 shares of common stock were issued and outstanding.

We do not have a standing audit committee at the present time. To our knowledge, and other than as disclosed in this report, there are no known existing or potential conflicts of interest among us, our promoters, directors and officers, or other members of management, or of any proposed director, officer or other member of management as a result of their outside business interests exceptDividend that certain of the directors and officers serve as directors and officers of other companies, and therefore it is possible that a conflict may arise between their duties to us and their duties as a director or officer of such other companies.Policy

We ~~believe~~have not ~~that~~paid ~~the~~any ~~members~~cash ofdividends ~~our~~on ~~board~~the ofshares ~~directors are capable~~ of ~~analyzing~~common ~~and~~stock, ~~evaluating our financial statements~~ and ~~understanding~~we ~~internal~~have ~~controls~~no intention ~~and~~of ~~procedures~~paying ~~for~~any ~~financial~~dividends ~~reporting.~~on ~~The~~our ~~board~~shares of ~~directors~~common ofstock in the ~~Company~~near future. ~~does~~Our ~~not~~current ~~believe~~policy ~~that it~~ is ~~necessary~~ to ~~have~~retain anearnings, ~~audit~~if ~~committee~~any, ~~because~~for weuse ~~believe~~in ~~that the functions of an audit committee can be adequately performed by the~~our ~~board~~operations ~~of directors as it currently exists. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly~~ and ~~burdensome and is not warranted~~ in ~~our circumstances given~~ the ~~early~~development ~~stages~~ of our ~~development~~business. ~~and~~Our ~~the~~future ~~fact~~dividend ~~that~~policy will webe ~~have~~determined ~~not~~from ~~generated~~time ~~any~~to ~~significant~~time ~~revenues~~by ~~from~~our ~~operations~~board toof ~~date~~directors.

~~ITEM~~Securities Authorized ~~11.~~for ~~EXECUTIVE~~Issuance ~~COMPENSATION~~Under Equity Compensation Plans

AUnder ~~summary~~the terms of ~~cash~~their respective employment agreements, each of Messrs. Hughes and Maher ~~other~~is ~~compensation~~eligible ~~paid~~to earn shares of the Company’s common stock and options to purchase ~~our~~shares ~~Principal~~of the Company’s common stock in accordance with an Executive Performance ~~Officer~~Bonus Schedule, copies of which were filed as schedules to such employment agreements as Exhibits 10.4 and ~~other~~10.5, ~~executives~~respectively, ~~for~~to the Company’s Current ~~fiscal~~Report ~~year~~on ~~ended~~Form ~~September~~8-K 30filed on May 28, 2010. According ~~2009~~to issuch Executive Performance Bonus Schedule, awards may be granted to each of Messrs. Hughes and Maher as follows:

Website Member Subscription Based Awards – The Company may grant options upon obtaining certain threshold numbers of subscribers to the Company’s website. At each milestone number of subscribers achieved, the Company may grant 100,000 options for a maximum total of 700,000 options for all milestones in the aggregate once the Company has obtained 1,000,000 subscribers. Upon issuance, the options are immediately exercisable for an exercise price of AU$0.16 ($0.137) and expire four years from the date of grant.

Sustained Website Traffic Based Awards – The Company may grant options upon obtaining certain threshold numbers of unique visitors to the Company’s website that are sustained over a six-month period of time. At each milestone number of unique visitors sustained over a six-month period, the Company may grant 100,000 options for a maximum total of 500,000 options for all milestones in the aggregate once the Company has achieved 2,000,000 sustained, unique visitors. Upon issuance, the options are immediately exercisable for an exercise price of AU$0.16 ($0.137) and expire four years from the date of grant.

Name and Principal Position (a)

Year (b)

Salary($) (c)

Bonus ($) (d)

Stock Awards ($) (e)

Option Awards ($) (f)

Non-Equity Incentive Plan Com-pensation ($) (g)

Nonqualified Deferred Compensa- tion Earnings ($) (h)

All Other Compensa- tion ($) (i)

Total ($)

Andrew Hamilton President, Secretary and Treasurer

September 30, 2009

NIL

Publicly Traded Company Based Award – The Company may grant 250,000 shares of Company common stock upon becoming a publicly traded company prior to June 1, 2011.

~~Narrative~~ITEM 6 ~~Disclosure~~– toSELECTED ~~Summary~~FINANCIAL ~~Compensation Table~~DATA

We do not pay to our director or officers any salary or ongoing consulting fees. We anticipate that compensation may be paid to an officer in the event that we decide to proceed with the exploration programs on the IQUE Claim. Please reference the executive compensation table and accompanying footnote above for all information concerning executive and directorNot ~~compensation~~applicable.

~~Other~~ITEM 7 ~~Compensation~~– ~~Information~~MANAGEMENTS’ DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~The Company does not maintain any long~~Forward-term compensation plans, and did not maintain such plans at any time during our two most recently completed fiscal years ended September 30, 2009. As such, there were no long-term compensation plan awards or payouts to any of the named executive officers of the Company during our two most recently completed fiscal years ended September 30, 2009 andLooking ~~2008.~~Statements

~~There~~The information ~~are~~set noforth ~~arrangements~~in orManagement’s ~~plans~~Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, including, among others (i) expected changes in ~~which~~the weCompany’s ~~provide~~revenues ~~pension~~and profitability, (ii) ~~retirement~~prospective orbusiness ~~similar~~opportunities ~~benefits~~and (iii) the Company’s strategy for financing ~~directors~~its business. Forward-looking statements are statements other than historical information or ~~executive~~statements ~~officers~~of current condition. WeSome doforward-looking statements ~~not~~may ~~have~~be ~~any~~identified ~~material~~by ~~bonus~~use of terms such as “believes,” “anticipates,” “intends” or ~~profit~~“expects.” ~~sharing~~These forward-looking statements relate to the plans, objectives ~~pursuant~~and expectations of the Company for future operations. Although the Company believes that its expectations with respect to ~~which~~the ~~cash~~forward-looking statements orare ~~non~~based upon reasonable assumptions within the bounds of its knowledge of its business and operations, in light of the risks and uncertainties inherent in all future projections, the inclusion of forward-~~cash~~looking ~~compensation~~statements isin orthis ~~may~~Annual Report should not be ~~paid~~regarded toas ~~our~~a representation ~~directors~~by the Company or ~~executive~~any ~~officers~~other person that the objectives or plans of the Company will be achieved.

~~Outstanding~~You should ~~Equity~~read ~~Awards~~the atfollowing ~~Fiscal~~discussion ~~Year-End~~and analysis in conjunction with the Financial Statements and Notes attached hereto, and the other financial data appearing elsewhere in this Annual Report.

~~None~~The Company’s results of operations could differ materially from those projected in the forward-looking statements as a result of numerous factors, including, but not limited to, the following: the inability of the Company to insure against certain risks, inflationary and deflationary conditions and cycles, currency exchange rates, changing government regulations domestically and internationally affecting our products and businesses.

~~Retirement~~Results of Operations for the Year Ended June 30, ~~Resignation~~2010 orCompared ~~Termination~~to ~~Plans~~the Year Ended June 30, 2009

~~None.~~Revenues

~~Compensation~~For year fiscal year ended June 30, 2010 and 2009, we generated revenues of ~~Directors~~$842,589 and $487,619, respectively. The increase in revenue from 2009 was due to the reasons described below:

None.

Employment Contracts and Termination of Employment and Change-In-Control Arrangements

None.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS

The following table sets forth certain information regarding the beneficial ownership of shares of our common stock as of September 30, 2009 by:

• each person who is known by us to beneficially own more than 5% of our issued and outstanding shares of common stock;

~~• our named executive officers;~~Advertising Revenue

•Advertising revenue came from advertising and sponsorship for both our ~~directors;~~medical consumer services (content aimed at general consumers) and medical professional services (content aimed at medical professionals).

•Advertisement placements ~~all~~appeared ofon both the VMC website and our ~~executive~~bi-weekly ~~officers~~e-newsletters. Sponsorship included providing educational information relevant to the disease and ~~directors~~product asarea, acreating ~~group~~interactive screening and monitoring tools, and promoting educational videos and brochures.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner		Percent of Class*
Directors and Named Executive Officers
Common Stock	Andrew Hamilton 195 Dalcastle Way NW Calgary, Alberta T3A 2N5		11,250,000 Directly owned		24.8%
Directors and Named Executives as a Group
			11,250,000 Directly owned		24.8%
5% Shareholders
Common Stock	Geoffrey Hamilton c/o 195 Dalcastle Way NW Calgary, Alberta T3A 2N5		11,253,000 Directly owned		24.9%

Advertising revenue came from advertising and sponsorship for both the medical consumer and medical professionals market. Earnings from the medical consumer market were primarily a result of increased revenues from VMC’s joint venture with Telstra Australia’s ISP company, BigPond.

*Increases in ~~Percentages~~the ~~are~~medical ~~calculated~~professional onmarket awere ~~partially~~attributable ~~diluted~~to ~~basis~~contracts ~~based~~for on12-month advertising 45and educational sponsorships with new clients,~~282,000~~ ~~shares~~St. ~~issued~~Jude Medical, Orphan Australia and ~~outstanding~~Novogen onConsumer ~~the~~Healthcare. ~~date~~VMC’s ~~hereof~~significant ~~and~~growth ~~shares~~in revenue ~~acquirable~~in bythis market as compared to the ~~holder~~same periods last year were due to VMC continuing to develop our relationship and reputation within the ~~next~~pharmaceutical industry 60and ~~days~~also to evolve our product offering to better respond to clients’ needs. VMC intends to continue to enhance its product offering to the pharmaceutical industry in an effort to further increase revenue.

~~We have no knowledge of any other arrangements, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control of the Company.~~Operating Expenses

WeOur operating ~~are~~expenses ~~not~~were $2,555,850 and $1,853,481 for the fiscal years ended June 30, 2010 and 2009, respectively. The increase in our expenses was primarily due to the ~~best~~costs ofincurred relating to the Exchange Agreement and capital raising activities undertaken by us. Capital raising costs increased our expenditure ~~knowledge~~by $150,862. In ~~directly~~addition, orwe ~~indirectly~~incurred ~~owned~~additional orcosts relating ~~controlled~~to bythe ~~another~~audit ~~corporation~~and orthe ~~foreign~~conversion ~~government~~of our financial statements into U.S. generally accepted accounting principles (“GAAP”), in relation to the Exchange Agreement.

~~ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE~~Employee Expenses

~~Except~~During the ~~for~~fiscal ~~the~~year ~~transactions~~ended ~~described~~June ~~below~~30, ~~none~~2010, of our ~~directors,~~employee ~~executive~~expenses ~~officers~~increased ~~or more-than-five-percent shareholders~~to $1,121,854 ~~nor~~from ~~any associate~~$851,963 ~~affiliate,~~for ~~or family member of~~ the ~~foregoing,~~fiscal ~~have~~year ~~any~~ended ~~interest,~~June ~~direct or indirect~~30, 2009. This inincrease ~~any transaction or~~ in ~~any~~employee ~~proposed~~expenses ~~transactions,~~was ~~since~~due to the ~~start~~hiring of additional ~~the~~staff ~~fiscal~~to ~~year~~assist ~~ending~~in ~~September~~the ~~30,~~Company’s ~~2009,~~increased ~~which~~operating ~~has~~activity ~~materially affected or will materially~~in ~~affect us~~2010.

• A director provides management services and office premises to us valued at $500 and $1,500 per quarter, respectively. During the year ended September 30, 2009, donated services of $2,000 (2008: $2,000) and donated rent of $6,000 (2008: $6,000) were charged to operations.Travel expenses

•Our travel Asexpenses atfor ~~September~~the year ended June 30, 2010 increased to $130,234 from $79,311 for the fiscal year ended June 30, 2009. During the fiscal year ended June 30, 2010, we ~~owe:~~incurred significant travel to the U.S. in relation to the Exchange Agreement. In addition, we expect to continue to incur significant travel costs over the next 12 months as we pursue additional funding and expand our U.S. operations.

(a) $13,280 (2008: $13,280) to a significant shareholder of the Company, which includes advance of $5,000 (2008: $5,000) and $8,280 (2008: $8,280) of expenses paid on our behalf. The advance of $5,000 is unsecured, non-interest bearing and is repayable on demand. The remaining $8,280 owing is unsecured, non-interest bearing and has no terms of repayment; andProfessional Fees

~~(b)~~Professional fees ~~$37,385~~increased ~~(2008:~~from $23329,~~419)~~768 tofor athe ~~shareholder~~fiscal ofyear ~~the~~ended ~~Company~~June ~~for~~30, ~~advances~~2009 ~~made~~ to $562,622 for the ~~Company.~~fiscal ~~The~~year ~~amount~~ended ~~owing~~June 30, 2010. This is ~~unsecured~~due to increased legal and ~~non-interest~~accounting ~~bearing.~~fees ~~The~~relating ~~amount~~to ~~owing~~the audit of ~~$15~~the Company’s financial statements,~~000~~ isthe ~~repayable~~conversion onof ~~demand~~the ~~and~~Company’s ~~$22,385~~financial ~~has~~statements nointo ~~terms~~GAAP and the structuring and execution of ~~repayment~~the Exchange Agreement.

(c) $10,947 in legal fees were accrued to a legal firm controlled by a shareholder. These amounts have been included in general and administrative frees in the statement of operations. As at September 30, 2009, accrued liabilities include $46,945 (2008 – Cdn$NIL) payable to a legal firm controlled by a shareholder.

Other than as set forth above, none of our directors, executive officers or more-than-five-percent shareholders, nor any associate, affiliate, or family member of the foregoing, has entered into any agreement with the Company in which any of them is to receive from the Company or provide to the Company anything of value.Marketing Expense

~~Director~~Expenditures relating ~~Independence~~to advertising and marketing increased from $250,729 to $419,360 for the fiscal years ended June 30, 2009 and 2010, respectively. During the fiscal year ended June 30, 2010, the Company increased marketing spending in order to take advantage of the new advertising opportunities in Australia.

WeGeneral and ~~currently~~Administrative have one director, Dr. Michael Raymont. We have determined that Dr. Raymont is not an independent director as defined by Nasdaq Marketplace Rule 5605(a)(2) due to the fact that he is currently also our sole executive officer.Expenses

~~ITEM~~General and 14administrative expenses increased from $298,830 to $436,204 for the fiscal years ended June 30, 2009 and 2010, respectively. This ~~PRINCIPAL~~is ~~ACCOUNTANT~~due ~~FEES~~to ~~AND~~an increase ~~SERVICES~~in travel and other expenses related to the execution of the Exchange Agreement.

~~Audit~~Other Income ~~Fees~~(Expenses)

The aggregate fees billed by the Company’s auditors for professional services rendered in connection with the audit of the Company’s annual consolidated financial statements for fiscal years ended September 30, 2009 and 2008 and reviews of the consolidated financial statements included in the Company’s Forms 10-K for fiscal years ended September 30, 2009 and 2008 wereResearch ~~$11,750~~ and ~~$12,863,~~Development ~~respectively.~~Grant

~~Audit-Related~~A ~~Fees~~portion of VMC’s revenue is the result of a grant from the Australian government, in the form of a tax offset from the Australian federal government’s Department of AUS Industry, for research and development expenses. This program was put in place to encourage businesses to invest in research and development. Australian companies apply for these grants, and this is VMC’s eighth year of participation in this program.

~~The~~We ~~aggregate~~realized ~~fees~~net ~~billed~~other byincome ~~the~~(expenses) of ~~Company’s~~$247,333 ~~auditors~~and ~~for~~$216,630 ~~any additional fees~~ for ~~assurance~~the ~~and~~years ~~related~~ended ~~services~~June ~~that~~30, ~~are~~2010 ~~reasonably~~and ~~related~~2009, respectively. toThe ~~the~~other ~~performance~~income ofwas ~~the~~comprised ~~audit~~primarily ~~or review~~ of ~~the~~research ~~Company’s financial statements~~ and development ~~are~~grants ~~not~~from ~~reported~~the ~~under~~Australian ~~‘Audit~~government ~~Fees’~~of ~~above for fiscal years ended September 30~~$277,663 ~~2009~~ and ~~2008 were~~ $~~NIL and $NIL~~231,239 ~~respectively~~during those years.

~~Tax~~Net Loss ~~Fees~~from Operations

~~The~~ Net loss ~~aggregate~~from ~~fees~~operations ~~billed~~was by$1,465,928 ~~the~~and ~~Company’s~~$1,149,232, ~~auditors~~respectively, for ~~professional~~the ~~services~~fiscal years ~~for~~ended ~~tax~~June ~~compliance~~30, ~~tax~~2010 ~~advice,~~ and ~~tax~~2009. The ~~planning~~increase ~~for~~in ~~fiscal~~the ~~years~~Company’s losses ~~ended~~from ~~September~~operations ~~30,~~is ~~2009~~due ~~and~~to ~~2008~~the ~~were~~costs ~~$NIL~~of ~~and~~execution ~~$NIL~~of the Exchange Agreement, ~~respectively~~which was partially offset by the increase in our revenue.

~~All~~Liquidity and ~~Other~~Capital ~~Fees~~Resources

~~The~~Since ~~aggregate~~its inception, ~~fees~~we ~~billed~~have byfunded ~~the~~our ~~Company’s~~operations ~~auditors~~primarily ~~for~~through ~~all~~advertising ~~other~~revenue and ~~non-audit~~private ~~services~~sales ~~rendered~~of toour common stock. As of the ~~Company,~~fiscal ~~such~~year asended ~~attending~~June ~~meetings~~30, 2010, we had cash and ~~other~~cash ~~miscellaneous~~equivalents ~~financial~~in ~~consulting~~the amount of $41,475. Based ~~for~~on ~~fiscal~~our ~~years~~current ~~ended~~plan ~~May~~of 31operations, ~~2009~~management ~~and~~believes that ~~2008~~we ~~were~~will ~~$NIL~~require ~~and~~a minimum of approximately $~~NIL~~2,000,000 ~~respectively~~for the next twelve (12) months.

~~PART~~At present, IVwe 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. As a result, our auditors have expressed doubt about our ability to continue as a going concern unless we are able to raise additional capital. Accordingly, we need to raise additional funds and, in order to do so, our management intends to apply for research and development grants from the Australian government. If such application is granted, the Company could potentially receive as much as $300,000, which the Company intends to use mainly for research and development. However, no assurance can be given that the Company’s application will be granted.

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Financial Statements

The following financial statements have been filed with this Annual Report on Form 10-K and are presented in Item 8, herein.

1. Report of Independent Registered Public Accounting Firm

2. Balance Sheets

3. Statements of Operations

4. Statements of Cash Flows

~~5. Statements~~Management currently ofanticipates, ~~Stockholders~~although ~~Equity~~no assurance can be given, that advertising revenue for the next twelve (~~Deficit~~12) months would be approximately $1,000,000.

6Assuming that the Company is given the grant discussed above and further assuming that the Company earns revenue as anticipated, the Company will continue to have cash shortfalls. ~~Notes~~ We plan to finance operations with external debt and/or equity financing. We intend to procure financing in order to fund our operations, however, no assurance can be given that such financing will be available to us, or if available, that such will be on terms favorable to us. If we are unable to secure the ~~Financial~~financing ~~Statements~~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, although there can be no assurance that we will be able to do so.

~~Exhibits~~Significant Accounting Policies

14.1	Code of Ethics (incorporated by reference from the Company’s Form 10KSB as filed with the Securities and Exchange Commission on January 17, 2007)
31.1	Certification of Principal Executive Officer and Principal Financial and Accounting Officer filed pursuant to Rule 13a-14(a) of the Exchange Act
32.1	Certification of Principal Executive Officer and Principal Financial and Accounting Officer filed pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Use of Estimates

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

Recent Accounting Pronouncements

In January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but does not change, the scope of current US GAAP. It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP. An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10). For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted FAS 160. The Company does not expect the provisions of ASU 2010-02 to have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260. Effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis. The Company does not expect the provisions of ASU 2010-01 to have a material effect on the financial position, results of operations or cash flows of the Company.

In December 2009, the FASB issued Accounting Standards Update 2009-17, Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 167.

~~SIGNATURES~~In December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 166.

~~Pursuant~~In October to2009, the ~~requirements~~FASB ofissued ~~Section~~Accounting 13Standards orUpdate 2009-15~~(d)~~, ofAccounting for ~~the~~Own-Share ~~Securities~~Lending ~~Exchange~~Arrangements ~~Act~~in Contemplation of ~~1934,~~Convertible ~~the~~Debt ~~Registrant~~Issuance or ~~has~~Other ~~duly~~Financing. ~~caused~~This ~~this~~Accounting ~~report~~Standards toUpdate beamends ~~signed~~the onFASB ~~its~~Accounting Standard ~~behalf~~Codification byfor ~~the~~EITF ~~undersigned, thereunto duly authorized~~09-1.

~~CLIFF~~In October ~~ROCK~~2009, ~~RESOURCES~~the ~~CORP~~FASB issued Accounting Standards Update 2009-14, Software (Topic 985): Certain Revenue Arrangements That Include Software Elements. This update changed the accounting model for revenue arrangements that include both tangible products and software elements. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect the provisions of ASU 2009-14 to have a material effect on the financial position, results of operations or cash flows of the Company.

~~December~~In October 312009, the FASB issued Accounting Standards Update 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update addressed the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than a combined unit and will be separated in more circumstances that under existing US GAAP. This amendment has eliminated that residual method of allocation. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect the provisions of ASU 2009-13 to have a material effect on the financial position, results of operations or cash flows of the Company.

ByIn September 2009, the FASB issued Accounting Standards Update 2009-12, Fair Value Measurements and Disclosures (Topic 820): ~~/s/~~Investments ~~Michael~~in ~~Raymont~~Certain ~~Michael~~Entities ~~Raymont~~That Calculate Net Asset Value per Share (or Its Equivalent). This update provides amendments to Topic 820 for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). It is effective for interim and annual periods ending after December 15, 2009. Early application is permitted in financial statements for earlier interim and annual periods that have not been issued. The Company does not expect the provisions of ASU 2009-12 to have a material effect on the financial position, results of operations or cash flows of the Company.

~~President~~In July 2009, the FASB ratified the consensus reached by EITF (Emerging Issues Task Force) issued EITF No. 09-1, (ASC Topic 470) "Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance" ("EITF 09-1"). The provisions of EITF 09-1, clarifies the accounting treatment and ~~Principal~~disclosure ~~Executive~~of share-lending ~~Officer~~arrangements that are classified as equity in the financial statements of the share lender. An example of a share-lending arrangement is an agreement between the Company (share lender) and an investment bank (share borrower) which allows the investment bank to use the loaned shares to enter into equity derivative contracts with investors. EITF 09-1 is effective for fiscal years that beginning on or after December 15, 2009 and requires retrospective application for all arrangements outstanding as of the beginning of fiscal years beginning on or after December 15, 2009. Share-lending arrangements that have been terminated as a result of counterparty default prior to December 15, 2009, but for which the entity has not reached a final settlement as of December 15, 2009 are within the scope. Effective for share-lending arrangements entered into on or after the beginning of the first reporting period that begins on or after June 15, 2009. The Company does not expect the provisions of EITF 09-1 to have a material effect on the financial position, results of operations or cash flows of the Company.

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

CLIFF ROCK RESOURCES CORP.

December 31, 2009

By: /s/ Michael Raymont Michael Raymont

Secretary, Treasurer and Principal Financial and Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

/s/Michael Raymont President and Director December 31, 2009

Michael Raymont (Principal Executive Officer)

/s/Michael Raymont Secretary, Treasurer and Director December 31, 2009

Michael Raymont (Principal Financial and Accounting Officer

ITEM 7A – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8 – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FINANCIAL STATEMENT TABLE OF CONTENT

Report of Independent Registered Public Accounting Firm		26
Consolidated Balance Sheets		27
Consolidated Statements of Operations		28
Consolidated Statements of Stockholders’ Equity (Deficit)		29
Consolidated Statements of Cash Flows		30
Notes to Consolidated Financial Statements		31

VIRTUAL MEDICAL CENTRE, INC.

Consolidated Balance Sheets

	June 30, 2010			June 30, 2009
ASSETS
CURRENT ASSETS
Cash	$	41,475		$	135,119
Prepaid expenses		8,254			18,180
Accounts receivable, net of allowance for doubtful accounts of $1,000 and $-0-, respectively		27,271			54,730
Research and development receivable		269,639			246,604
Total Current Assets		346,639			454,633
PROPERTY AND EQUIPMENT, net		41,389			47,233
TOTAL ASSETS	$	388,028		$	501,866

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	1,168,431		$	442,588
Notes payable-related parties		143,308			-
Convertible notes payable, net		104,438			-
Lines of credit payable		19,230			7,783
Current portion - capital lease obligation		13,387			14,306
Current employee benefits payable		164,237			92,637
Deferred revenues		174,196			126,699
Total Current Liabilities		1,787,227			684,013
LONG TERM LIABILITIES
Capital leases obligation, less current maturities		13,358			22,330
Long term employee benefits payable		18,777			18,922
Total Long Term Liabilities		32,135			41,252
TOTAL LIABILIITES	$	1,819,362		$	725,265
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock (post merger), $0.001 par value, 200,000,000 shares authorized, 84,253,764 shares issued and outstanding	$	84,254		$	-
Common stock (pre-merger), no par value, unlimited shares authorized, 59,749,794 shares issued and outstanding, respectively		-			3,584,149
Additional paid-in capital		3,742,653			-
Other comprehensive income		130,164			114,929
Accumulated deficit		(5,388,405	)		(3,922,477	)
Total Stockholders' Equity (Deficit)	$	(1,431,334	)	$	(223,399	)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)	$	388,028		$	501,866

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

VIRTUAL MEDICAL CENTRE, INC.

Consolidated Statements of Operations

	For the Year Ended
	June 30,
	2010			2009
REVENUES	$	842,589		$	487,619

OPERATING EXPENSES
Depreciation expense		15,810			26,215
Impairment of investments		-			95,976
Employment expenses		1,121,854			851,963
Professional fees		562,622			329,768
Marketing expenses		419,360			250,729
General and administrative expenses		436,204			298,830
Total Operating Expenses		2,555,850			1,853,481
LOSS FROM OPERATIONS		(1,713,261	)		(1,365,862	)
OTHER INCOME AND EXPENSE

Interest income		2,704			-
Research and development income		277,663			231,239
Interest expense		(33,034	)		(14,609	)
Total Other Income and Expense		247,333			216,630
NET LOSS BEFORE INCOME TAXES		(1,465,928	)		(1,149,232	)

Income taxes		-			-
NET LOSS	$	(1,465,928	)	$	(1,149,232	)

FOREIGN CURRENCY TRANSLATION GAIN (LOSS)		15,235			(35,922	)

TOTAL COMPREHENSIVE INCOME	$	(1,450,693	)	$	(1,185,154	)

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

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		62,265,090			57,504,382

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

VIRTUAL MEDICAL CENTRE, INC.

Consolidated Statements of Stockholders' Equity (Deficit)


														Total
						Additional		Other						Stockholders'
	Common Stock					Paid-in		Comprehensive			Accumulated			Equity
	Shares		Amount			Capital		Income			Deficit			(Deficit)

Balance, July 1, 2008		56,608,813	$	2,908,278		$	-	$	150,851		$	(2,773,245	)	$	285,884

Stock issued for cash, net		2,805,600		617,603			-		-			-			617,603

Stock issued for services		335,381		58,268			-		-			-			58,268

Net loss		-		-			-		(35,922	)		(1,149,232	)		(1,185,154	)
Balance, June 30, 2009		59,749,794		3,584,149			-		114,929			(3,922,477	)		(223,399	)
Stock issued for cash, net		1,162,595		162,955			-		-			-			162,955

Stock issued for services		565,375		79,803			-		-			-			79,803

Recapitalization pursuant to reverse merger agreement		22,776,000		(3,742,653	)		3,742,653		-			-			-
Net loss		-		-			-		15,235			(1,465,928	)		(1,450,693	)
Balance, June 30, 2010		84,253,764	$	84,254		$	3,742,653	$	130,164		$	(5,388,405	)	$	(1,431,334	)

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

VIRTUAL MEDICAL CENTRE, INC.

Consolidated Statements of Cash Flows

	For the Year Ended
	June 30,
	2010			2009
OPERATING ACTIVITIES
Loss from Operations	$	(1,465,928	)	$	(1,149,232	)
Adjustments to reconcile loss from operations to the net cash used in operating activities:
Impairment of investments		-			95,976
Amortization of discount on debt		12,366			-
Allowance for doubtful accounts		1,000			-
Depreciation		15,810			26,214
Common stock issued for services		79,803			58,268
Changes in Operating Assets and Liabilities
Prepaid expenses		9,926			(54,730	)
Accounts receivable		26,459			63,323
Tax refund receivable		(23,035	)		102,982
Accounts payable and accrued expenses		725,843			(25,992	)
Employee benefits		71,455			56,415
Deferred revenue		47,497			126,699
Net Cash Used in Operating Activities		(498,804	)		(700,077	)

INVESTING ACTIVITIES
Sale of investment		-			7,284
Purchase of property and equipment		(9,966	)		-
Net Cash Provided by (Used in) Investing Activities		(9,966	)		7,284

FINANCING ACTIVITIES

Proceeds from the issuance of share capital		162,955			617,603
Proceeds from notes payable		297,411			-
Repayment of notes payable		(21,658	)		-
Repayment of capital leases and credit lines payable		(5,889	)		(15,036	)
Net Cash Provided by Financing Activities		432,819			602,567
NET INCREASE (DECREASE) IN CASH		(75,951	)		(90,226	)
EFFECT OF FOREIGN CURRENCY TRANSLATION		(17,693	)		(56,824	)
CASH AT BEGINNING OF YEAR		135,119			282,169

CASH AT END OF YEAR	$	41,475		$	135,119

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

CASH PAID FOR:

Interest	$	20,427		$	12,590
Income Taxes	$	-		$	-

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

VIRTUAL MEDICAL CENTRE, INC.

Notes to Consolidated Financial Statements

June 30, 2010 and 2009

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Cliff Rock Resources Corp. (the “Company”) was incorporated in the State of Nevada on February 4, 2005 with the intention of acquiring mineral exploration projects.

On May 27, 2010 (the “Closing Date”), the Company acquired Virtual Medical Centre Limited. (“VMC”), a corporation organized under the laws of Australia on August 28, 2001. As of the Closing Date, the former VMC shareholders held approximately 84.8% of the issued and outstanding shares of Cliff Rock. The issuance of the 71,471,764 shares of Cliff Rock 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 has 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.

VMC is engaged in the business of providing free medical information to the general public and health professionals using the Company’s proprietary health portal. VMC has established more than 1,100 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 20% of all medical doctors and medical specialists in Australia.

Result of Audit

Upon the audit of the Company’s financial statements for the year ended June 30, 2010, the Company’s independent public accountant has determined that the figures contained in the financial statements that form part of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, particularly those in the Consolidated Balance Sheet, contained numbers that differ from those that are included in the financial statements that form part of the Company’s Annual Report on Form 10-K for the period ending June 30, 2010.

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.

Accounting Basis

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include the accounts of the Company and VMC. All significant intercompany accounts have been eliminated in the consolidation. The Company has adopted a June 30 fiscal year end.

Cash and Cash Equivalents

For purposes of the Statement of Cash Flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.

VIRTUAL MEDICAL CENTRE, INC.

Notes to Consolidated Financial Statements

June 30, 2010 and 2009

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash, accounts receivable, and research and development receivables.

Cash and cash equivalents are deposited in various financial institutions, which may be in excess of insurance limits.

Accounts receivables are due from a limited group of customers. At June 30, 2010, one individual customer represented 100% of the outstanding balance.

Advertising and Marketing Costs

The Company expenses advertising and marketing costs in the period incurred. Advertising and marketing expenses of $419,360 and $250,729 were incurred for the years ended June 30, 2010 and 2009, respectively.

Employee benefits

a)	Defined contribution plans

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are recognized as a personnel expense in profit or loss when they are due. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available. The Company incurred $80,405 and $60,077 of expense under its defined contribution plans for the years ended June 30, 2010 and 2009, respectively.

b)	Long-term employee benefits

The Company’s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods plus related on-costs; that benefit is discounted to determine its present value, and the fair value of any related assets is deducted. The discount rate is the yield at the reporting date on Commonwealth Government bonds that have maturity dates approximating the terms of the Company’s obligations.

c)	Short-term employee benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

Valuation of Long-Lived Assets

Long-lived tangible assets and definite-lived intangible assets are reviewed for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Company uses an estimate of undiscounted future net cash flows of the assets over the remaining useful lives in determining whether the carrying value of the assets is recoverable. If the carrying values of the assets exceed the expected future cash flows of the assets, the Company recognizes an impairment loss equal to the difference between the carrying values of the assets and their estimated fair values. Impairment of long-lived assets is assessed at the lowest levels for which there are identifiable cash flows that are independent from other groups of assets. The evaluation of long-lived assets requires the Company to use estimates of future cash flows. However, actual cash flows may differ from the estimated future cash flows used in these impairment tests. As of June 30, 2010, management does not believe any of the Company’s assets were impaired.

VIRTUAL MEDICAL CENTRE, INC.

Notes to Consolidated Financial Statements

June 30, 2010 and 2009

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue Recognition

VMC generates revenue through online advertising of prescription medicines 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 an online publisher.

Revenue Recognition (Continued)

The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured. Goods and services tax is excluded from revenues but is recorded as a liability until paid.

Depreciation

Property and equipment are reported at cost, less accumulated depreciation. Depreciation is recognized in profit or loss on a diminishing value basis over the estimated useful lives of each part of an item of property and equipment. Depreciation methods, useful lives and residual values are reviewed at each reporting date. The cost of maintenance and repairs, which do not improve or extend the useful life of the respective asset, is charged to earnings as incurred, whereas significant renewals and improvements are capitalized.

The estimated useful lives for the current and comparative periods are as follows:

Computer equipment	3 – 6 years
Motor vehicles	5 – 6 years
Fixtures and fittings	7.5 – 11 years

Stock-based compensation

As of June 30, 2010, the Company has not issued any share-based payments to its employees.

The Company adopted ASC 718, Stock-based Compensation, using the modified prospective method. Under this transition method, stock compensation expense includes compensation expense for all stock-based compensation awards granted, based on the grant-date fair value estimated in accordance with the provisions of ASC 718.

Net Loss per Common Share

Basic loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. The Company had 329,281 and -0- in warrants and 3,916,670 and 2,416,670 in options as of June 30, 2010 and 2009, respectively, which are excluded from the computation of weighted average shares outstanding because they are anti-dilutive.

VIRTUAL MEDICAL CENTRE, INC.

Notes to Consolidated Financial Statements

June 30, 2010 and 2009

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

	For the Year Ended June 30, 2010			For the Year Ended June 30, 2009
Net Loss (numerator)	$	(1,465,928	)	$	(1,149,232	)
Weighted Average Shares Outstanding		62,265,090			57,504,382

Net Loss per common share	$	( 0.02	)	$	( 0.02	)

Income Taxes

The Company applies ASC 740, Income Taxes, which requires the asset and liability method of accounting for income taxes. The asset and liability method requires that the current or deferred tax consequences of all events recognized in the financial statements are measured by applying the provisions of enacted tax laws to determine the amount of taxes payable or refundable currently or in future years. Deferred tax assets are reviewed for recoverability and the Company records a valuation allowance to reduce its deferred tax assets when it is more likely than not that all or some portion of the deferred tax assets will not be recovered. ASC 740 requires recognition and measurement of uncertain tax positions using a “more-likely-than-not” approach, requiring the recognition and measurement of uncertain tax positions.

The Company files income tax returns in the United States and Australia, which are subject to examination by the tax authorities in these jurisdictions. Generally, the statute of limitations related to the Company’s federal income tax is three years although there are instances where the statute of limitations is extended or indefinite in Australia

Foreign Currency Translation

The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with ASC 830, Foreign Currency Translation Matters, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Australian dollars. The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Other Comprehensive Income (Loss)

ASC 220, Comprehensive Income establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As of June 30, 2010 and 2009, the Company had Other Comprehensive Income (Loss) of $15,235 and ($35,922) respectively. The losses were primarily attributable to changes in foreign currency rates.

Research and Development Expense

The Company expenses research and development costs during the period incurred. The Company incurred research and development expense of $925,552 and $770,763 during the years ended June 30, 2010 and 2009, respectively.

VIRTUAL MEDICAL CENTRE, INC.

Notes to Consolidated Financial Statements

June 30, 2010 and 2009

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Accounts Receivable

The Company periodically reviews its trade receivables for potential collectability issues. The Company’s accounts receivable are net of an allowance for doubtful accounts of $1,000 and $-0- as of June 30, 2010 and 2009, respectively.

Recent Accounting Pronouncements

In December 2009, the FASB issued Accounting Standards Update 2009-17, Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest

Entities. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 167.

In December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 166.

In October 2009, the FASB issued Accounting Standards Update 2009-15, Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing. This Accounting Standards Update amends the FASB Accounting Standard Codification for EITF 09-1.

In October 2009, the FASB issued Accounting Standards Update 2009-14, Software (Topic 985): Certain Revenue Arrangements That Include Software Elements. This update changed the accounting model for revenue arrangements that include both tangible products and software elements. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted.

In October 2009, the FASB issued Accounting Standards Update 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update addressed the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than a combined unit and will be separated in more circumstances that under existing US GAAP. This amendment has eliminated that residual method of allocation. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted.

VIRTUAL MEDICAL CENTRE, INC.

Notes to Consolidated Financial Statements

June 30, 2010 and 2009

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements (Continued)

Company (share lender) and an investment bank (share In September 2009, the FASB issued Accounting Standards Update 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). This update provides amendments to Topic 820 for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). It is effective for interim and annual periods ending after December 15, 2009. Early application is permitted in financial statements for earlier interim and annual periods that have not been issued.

In July 2009, the FASB ratified the consensus reached by EITF (Emerging Issues Task Force) issued EITF No. 09-1, (ASC Topic 470) "Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance" ("EITF 09-1"). The provisions of EITF 09-1, clarifies the accounting treatment and disclosure of share-lending arrangements that are classified as equity in the financial statements of the share lender. An example of a share-lending arrangement is an agreement between the

borrower) which allows the investment bank to use the loaned shares to enter into equity derivative contracts with investors. EITF 09-1 is effective for fiscal years that beginning on or after December 15, 2009 and requires retrospective application for all arrangements outstanding as of the beginning of fiscal years beginning on or after December 15, 2009. Share-lending arrangements that have been terminated as a result of counterparty default prior to December 15, 2009, but for which the entity has not reached a final settlement as of December 15, 2009 are within the scope. Effective for share-lending arrangements entered into on or after the beginning of the first reporting period that begins on or after June 15, 2009.

The Company has reviewed the above pronouncements and does not expect any of the provisions to have a material effect on the financial position, results of operations or cash flows of the Company.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company has an accumulated deficit of $5,388,405 as of June 30, 2010. The Company currently has limited liquidity, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

VIRTUAL MEDICAL CENTRE, INC.

Notes to Consolidated Financial Statements

June 30, 2010 and 2009

NOTE 3 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of June 30, 2010 and 2009, respectively:

Computer Equipment	$	62,350		$	58,573
Fixtures and Fittings		28,311			21,853
Motor Vehicles		65,113			61,168
Other		4,415			2,818
Total Property and Equipment		160,189			144,412
Accumulated Depreciation		(118,800	)		(97,179	)
Net Property and Equipment	$	41,389		$	47,233

NOTE 4 – CONVERTIBLE NOTES PAYABLE

As of June 30, 2010 and 2009, the Company had notes payable totaling $125,000 and $-0-, respectively. These notes are secured by all of the assets of the Company and carry interest at 3-30% per annum. The maturity dates all are less than one year. The notes are convertible into the Company’s common stock at $0.35 per share and one warrant for every common share converted with an exercise price of $0.30 per share.

In accordance with ASC 470, Debt, the Company has analyzed the beneficial nature of the conversion terms and determined that a beneficial conversion feature (BCF) exists. The Company calculated the value of the BCF using the intrinsic method as stipulated in ASC 470. Based on the stock price on the day of commitment, the agreed upon conversion price and the fair value of the warrant, the BCF was valued at $32,928. The BCF has been recorded as a discount to the debenture payable and to Additional Paid-in Capital.

In accordance with ASC 470, the Company is amortizing the BCF over the life of the note. As of June 30, 2010 the Company has recognized $20,562 in amortization which has been charged to interest expense resulting in a carrying value of $104,438 as of June 30, 2010.

NOTE 5 – LINES OF CREDIT PAYABLE

The Company has other short-term borrowings from third parties totaling $19,230 and $7,733 as of June 30, 2010 and 2009. These notes are due on demand and do not accrue interest and include bank credit lines.

NOTE 6 – NOTES PAYABLE-RELATED PARTIES

On June 1, 2010, the Company entered into a $250,000 line of credit with a shareholder. The line of credit bears interest at 4% per annum, is unsecured and due with accrued interest at June 30, 2010. The Company has drawn $100,000 on the line of credit as of June 30, 2010 and accordingly had $150,000 in used credit facilities as of that date. The line of credit is convertible into any private placement that the Company may complete prior to its repayment.

VIRTUAL MEDICAL CENTRE, INC.

Notes to Consolidated Financial Statements

June 30, 2010 and 2009

As of June 30, 2010, the Company owes an additional $43,308 in loans to shareholders. These loans are unsecured, due upon demand and non interest bearing.

NOTE 7 – CAPITAL LEASE OBLIGATIONS

The Company leases a motor vehicle under a finance lease agreement with monthly payments due of $1,482. The liability bears interest at 8.5% and matures in June 2012. Minimum principle payments under capital lease obligations are as follows:

2011	$	13,387
2012		13,358

Total	$	26,745

NOTE 8 – CAPITAL STOCK

The Company’s current authorized capitalization consists of 200,000,000 shares of common stock, $0.001 par value. At June 30, 2010, the total issued and outstanding common shares were 84,253,764.

During the year ended June 30, 2010, the Company issued 1,162,595 shares of its no par value common stock for net proceeds of $184,716 in cash. In addition the Company issued 565,375 common shares in exchange for services valued at $79,803.

On May 27, 2010, the Company entered into the Exchange Agreement, as described above. In accordance with the terms of the Exchange Agreement, the Company 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. 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.

NOTE 9 – INCOME TAXES

The Company provides for income taxes under ASC 740, Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company is subject to income taxes under the laws of Australia. The provision for income taxes differs from the amounts which would be provided by applying the statutory Australian federal income tax rate of 30% to the net loss before provision for income taxes for the following reasons:

	June 30, 2010			June 30, 2009
Income tax expense at statutory rate	$	(439,778	)	$	(344,770	)
Change in valuation allowance		439,778			344,770
Income tax expense	$	-		$	-

VIRTUAL MEDICAL CENTRE, INC.

Notes to Consolidated Financial Statements

June 30, 2010 and 2009

NOTE 9 – INCOME TAXES (CONTINUED)

The components of income tax expense for the years ended June 30, 2010 and 2009 are as follows:

	June 30, 2010			June 30, 2009
Current	$	-		$	-
Deferred		(439,778	)		(344,770	)
Change in valuation allowance		439,778			344,770
Income tax expense	$	-		$	-

Net deferred tax assets consist of the following components as of:

	June 30, 2010			June 30, 2009
NOL Carryover		1,616,746			1,176,967
Valuation allowance		(1,616,746	)		(1,176,967	)
Net deferred tax asset	$	-		$	-

Due to the change in ownership provisions of the Income Tax laws of Australia, net operating loss carry forwards of approximately AU$2,600,000 ($2,200,000) for Australian federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

NOTE 10 – WARRANTS AND OPTIONS

The following table summarizes the changes in warrants outstanding and the related prices for the shares of the Company’s common stock issued to the convertible note holders.

	Number of Warrants			Weighted Average Exercise Price
Outstanding as of June 30, 2008		-		$	0.00
Granted		-			0.00
Exercised		-			0.00
Cancelled		-			0.00
Outstanding as of June 30, 2009		-			0.00
Granted		429,281			0.30
Exercised		-			0.00
Cancelled		(100,000	)		0.30
Outstanding at June 30, 2010		329,281		$	0.30

VIRTUAL MEDICAL CENTRE, INC.

Notes to Consolidated Financial Statements

June 30, 2010 and 2009

NOTE 10 – WARRANTS AND OPTIONS (CONTINUED)

The following table summarizes the changes in options outstanding and the related prices for the shares of the Company’s common stock issued to employees and non-employees of the Company. These warrants were granted in lieu of cash compensation for services performed.

	Number of Options		Weighted Average Exercise Price
Outstanding as of June 30, 2008		1,250,000	$	0.137
Granted		1,166,670		0.0086
Exercised		-		0.00
Cancelled		-		0.00
Outstanding as of June 30, 2009		2,416,670		0.077
Granted		1,500,000		0.314
Exercised		-		0.00
Cancelled		-		0.00
Outstanding at June 30, 2010		3,916,670	$	0.163

NOTE 11 – EXCHANGE AGREEMENT

On May 27, 2010, Cliff Rock Resources, Corp (“Cliff Rock”) entered into an Exchange Agreement with Virtual Medical Centre, Pty 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 84.8% 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 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 ASC 805, Business Combinations.

NOTE 12 – COMMITMENT AND CONTINGENCIES

The Company leases its office premises under an operating lease. The lease is for three years beginning on May 1, 2009. Future commitments under operating leases are as follows:

2011	$	61,138
2012		50,948

Total	$	112,086

VIRTUAL MEDICAL CENTRE, INC.

Notes to Consolidated Financial Statements

June 30, 2010 and 2009

NOTE 13 – SUBSEQUENT EVENTS

The Company is currently in negotiations with another company concerning a possible merger agreement.

On August 24, 2010, the Company awarded executive performance bonuses to 2 executive officers. The bonuses provide 100,000 stock options at $0.137 per share, exercisable within 4 years from the date of the grant upon the Company reaching 25,000 subscribers and an additional 100,000 stock options at $0.137 per share upon the Company reaching 300,000 unique visitors over a six-month period.

The Company is in default on $30,000 of its notes payable to related parties. The Company is negotiating an extension of the due date for the notes payable. Notes payable totaling $80,000 have been extended until November 1, 2010. Notes payable of $15,000 have been extended to October 18, 2010. The extension fee was $28,000.

The Company is offering by means of a Confidential Private Placement Memorandum up to a maximum of Twenty Million (20,000,000) shares of its Series A Convertible Preferred Stock, $0.001 par value per share, convertible into shares of its common stock, $0.001 par value per share, at an offering price of Forty Cents ($0.40) per share of Series A Preferred Stock, for a maximum total of Eight Million Dollars ($8,000,000).

The Company has drawn down the $150,000 that remained on its related party line of credit.

In accordance with ASC 855-10, Company management reviewed all material events through the date of this report and there are no additional subsequent events to report.

ITEM 9 – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

As reported in the Company’s Current Report on Form 8-K filed with the SEC on August 20, 2010, on August 13, 2010, Manning Elliott LLP (“Manning Elliott”) resigned as the Company’s independent certified public accountants. Manning Elliott served as the Company’s independent certified public accountants for each of the fiscal years ended September 30, 2005, 2006, 2007, 2008 and 2009, and for the first and second fiscal quarters of 2010. The resignation of Manning Elliott was approved by the Company’s Board of Directors.

On August 13, 2010, the Company engaged Hall Chadwick as the Company’s new independent certified public accountants.

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, 2010 and 2009.

ITEM 9A – CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The chief executive officer and the chief financial officer, after evaluating the effectiveness of the Company's “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e); collectively, “Disclosure Controls”) as of the end of the period covered by this annual report (the “Evaluation Date”) have concluded that as of the Evaluation Date, our Disclosure Controls were not effective to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified by the SEC, and that material information relating to our company and any consolidated subsidiaries is made known to management, including the chief executive officer and chief financial officer, particularly during the period when our periodic reports are being prepared to allow timely decisions regarding required disclosure.

Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. As defined by the Public Company Accounting Oversight Board Auditing Standard No. 5, a material weakness is a deficiency or a combination of deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected.

Management assessed the effectiveness of our internal control over financial reporting as of the Evaluation Date based on criteria for effective internal control over financial reporting described in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management has determined that as of the Evaluation Date, there were material weaknesses in our internal control over financial reporting. The material weaknesses identified during management’s assessment were (i) a lack of sufficient internal accounting resources; and (ii) a lack of segregation of duties to ensure adequate review of financial statement preparation. In light of these material weaknesses, management has concluded that we did not maintain effective internal control over financial reporting at the Evaluation Date.

A clear and concise segregation of duties is important to maximize checks and balances so that no single individual has control over two or more phases of a transaction or operation. A strong segregation of duties also is critical to reduce effectively the risk of mistakes and inappropriate actions to prevent fraud and to discourage collusion. It can be difficult for small businesses such as the Company to always have a clear separation of duties because of insufficient personnel to cover each and every process and procedure. Ultimately, checks and balances need to be in place as a supportive measure to the business operations, but also as a fraud prevention measure as well. Because we have limited financial personnel and limited resources, there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis by the Company’s internal controls procedures. However, the Company’s management believes that the material weaknesses set forth above were the result of the scale of our operations, are intrinsic to our small size and are of a nature that companies of our size would normally encounter. In order to remediate such weaknesses, the Company has engaged the services of a third-party accountant as well as skilled outside consultants tasked to assist the Company in strengthening its internal control procedures over financial reporting. The addition of these individuals has led management to believe that the weaknesses discussed above did not have a material effect on our financial results.

In connection with the evaluation referred to in the foregoing paragraph, we have identified no change in our internal control of financial reporting that occurred during the year ended June 30, 2010, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

We are a non-accelerated filer and are required to comply with the internal control reporting and disclosure requirements of Section 404 of the Sarbanes-Oxley Act for fiscal years ending June 30, 2010. Although we are working to comply with these requirements, we have limited financial personnel, making compliance with Section 404 – especially with segregation of duty control requirements – very difficult and cost ineffective, if not impossible.

PART III

ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The Company presently has 3 directors and 3 executive officers. The following table sets forth biographical information for each of the Company’s current executive officers and directors:

Name	Age	Position	Served as a Director or Officer since
Wayne Hughes	44	Chief Executive Officer; Director	May 27, 2010
Stuart Usher	37	Chief Financial Officer	May 27, 2010
Thomas Maher	52	Chief Operating Officer	May 27, 2010
Dr. Andrew Dean	47	Director	June 28, 2010
Clifford Rosenberg	43	Director	June 28, 2010

Wayne Hughes - Mr. Hughes co-founded VMC and, since August 2001, has served as the Managing Director and member of the board of directors of VMC. Mr. Hughes has served as Chairman of the Board of Directors of VMC since August 2001. Under the Exchange Agreement, Mr. Hughes was appointed the Chief Executive Officer of the Company beginning on May 27, 2010. He has an extensive business background ranging from forming numerous start-up companies to serving as corporate senior management. Prior to founding VMC, Mr. Hughes has owned and operated various enterprises for over 20 years. Mr. Hughes completed his MBA at the University of Western Australia in 2004 specializing in Strategic Management.

Stuart Usher - Mr. Usher began to serve as the CFO of the Company as of May 27, 2010, and also currently serves as the Chief Financial Officer of VMC, a position he has held since August 2009; Mr. Usher serves in each role as an independent contractor. 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 of 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.

Thomas Maher - Mr. Maher serves as the Chief Operating Officer of the Company, a position he assumed on May 27, 2010. 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. Mr. Maher is also Secretary to the VMC Board of Directors, which began in September 2007. He earned his Executive Master of Business Administration degree from the University of Western Australia in 2004.

Dr. Andrew Dean – Dr. Dean has served as our director since June 2010 and currently serves as a non-managing director and consultant of VMC, a position he assumed in September 2001. Since 2005, Mr. Dean has served as the Honorary Medical Officer in the Department of Medical Oncology at Sir Charles Gairdner Hospital. He also serves as a Medical Oncologist at St. John of God Oncology, Subiaco & Perth Oncology, where he began to provide his services in 2007. He received his Bachelor of Medicine and Bachelor of Surgery degrees from the University of Liverpool in 1985.

Clifford Rosenberg – Mr. Rosenberg has served as our director since June 2010. He has also served as a non-managing director of VMC since August 2009 and as a consultant of VMC since April 2009. Since November 2009, Mr. Rosenberg has served as the Managing Director of LinkedIn Australia. Beginning in November 2007, he served as the Chairman of Sound Alliance, an online publisher of web communities. From 2003 to 2006, he served as the Managing Director of Yahoo! Australia & NZ. He received his Bachelor of Business Science Degree in 1985 from the University of Cape Town in South Africa and his Master of Science in Management from Boston University in 1988.

Board Meetings and Committees

The Company held no formal meetings of its board of directors (the “Board”) during the last 12 months. All proceedings of the Board were conducted by resolutions consented to in writing by the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada Revised Statutes and the by-laws of the Company, as valid and effective as if they had been passed at a meeting of the directors duly called and held. We do not presently have a policy regarding director attendance at meetings.

At present, the Company’s independent directors are Dr. Dean and Mr. Rosenberg. Our third director, Wayne Hughes, is not independent. 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. In determining whether or not these individuals constituted “independent directors” under such definition, the Board considered the terms of Dr. Dean’s appointment letter to the Board, which provide that Dr. Dean is to receive AU$46,000 ($40,848) in annual consulting fees in addition to an annual AU$30,000 ($26,640) in director fees, and the terms of Mr. Rosenberg’s appointment letter to the Board, which provide that Mr. Rosenberg is to receive AU$46,000 ($40,848) in annual consulting fees in addition to an annual AU$20,000 ($13,320) in director fees.

Since the Share Exchange, the Company has held no formal meetings of its Board and has acted solely by resolutions consented to in writing and filed with the minutes of the proceedings of the Board. We do not have standing audit, nominating or compensation committees, or committees performing similar functions. As we have been a shell corporation, our former Board believed that it was not necessary to have standing audit, nominating or compensation committees because the functions of such committees were adequately performed by the Board. Our full Board performs the services of audit, nominating and compensation committee. The directors, excluding Mr. Hughes, who perform the functions of auditing, nominating and compensation committees are independent by the standards of such independence for such roles under Rule 5605(a)(2) of the NASDAQ Marketplace Rules. However, at such time in the future that we appoint additional independent directors to the board; we expect to form the standing board committees comprised solely of independent directors.

Family Relationships

There are no family relationships between any of our directors or executive officers.

Code of Ethics

The Company’s Board has adopted and approved a Code of Ethics (the “Code”) to apply to our principal executive officers and senior financial officers. The Code sets forth the ethical foundations for all Company activities and relationships and governs legal compliance, conflicts of interest, and other Company policies. The Code was approved on October 12, 2010.

ITEM 11 – 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 ended June 30, 2010 and 2009. All figures below are in US dollars and are based on an exchange rate of US$0.8567 for every AU$1.00 as of June 30, 2010 and US$0.8048 for every AU$1.00 as of June 30, 2009.

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(1)		All Other Compensa Tion			Total
		(US$)		(US$)		(US$)		(US$)		(US$)		(US$)		(US$)			(US$)
Michael Raymort(2)	2010	nil			nil		nil		nil		nil		nil		nil			nil
Former President, Treasurer & Secretary	2009		nil		nil		nil		nil		nil		nil		nil			nil
Wayne Hughes(3)	2010	$	220,550		nil		nil		nil		nil	$	19,845	$	39,995	(4)	$	280,390
Chief Executive Officer	2009	$	187,000		nil		nil		nil		nil	$	16,830	$	41,941	(5)	$	245,771
Stuart Usher(6)	2010	$	28,716		nil		nil		nil		nil		nil		nil		$	28,716
Chief Financial Officer	2009	$	5,984		nil		nil		nil		nil		nil		nil		$	5,984
Thomas Maher(7)	2010	$	132,330		nil		nil		nil		nil	$	11,910	$	17,644	(8)	$	161,884
Chief Operating Officer	2009	$	112,200		nil		nil		nil		nil	$	10,098	$	14,960	(8)	$	137,258

(1) All amounts within this column represent superannuation (pension) guarantees, as required by Australian law.

(2) Dr. Raymont was employed by Cliff Rock and resigned from his positions as President, Secretary and Treasurer of the Company effective May 27, 2010 in conjunction with the Exchange Agreement.

(3) Mr. Hughes was appointed as the Company's 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 ended June 30, 2010 and 2009. Mr. Hughes also serves as the Chief Executive Officer of VMC and Executive Director to its board of directors.

(4) Includes $17,644 in fees for service to the VMC board of directors and $22,351 in automobile-related expenses under Mr. Hughes’ car allowance.

(5) Includes $14,960 in fees for service to the VMC board of directors and $26,981 in automobile-related expenses under Mr. Hughes’ car allowance.

(6) Mr. Usher was appointed as our 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 ended June 30, 2010.

(7) Mr. Maher was appointed as our 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 ended June 30, 2010 and 2009. Mr. Maher also serves as Chief Operating Officer of VMC and Secretary to its board of directors.

(8) Represents fees for service rendered as secretary of VMC board of directors.

Employment Contracts

In June 2007, VMC entered into an employment agreement with Wayne Hughes. Pursuant to the terms of such agreement, Mr. Hughes was appointed to serve as the Managing Director of VMC and the Executive Chairman of VMC’s Board and was entitled to compensation in the amount of AU$250,000 ($222,000) per annum plus statutory superannuation payments, AU$30,000 ($26,640) per annum for service to the VMC board of directors, as well as a car allowance in the amount of up to AU$45,000 ($39,960) per annum. Mr. Hughes accrues eight weeks of annual leave each year.

Also, in June 2007, VMC entered into an employment agreement with Thomas Maher. Pursuant to the terms of such agreement, Mr. Maher was appointed to serve as the General Manager of VMC and Secretary to VMC’s Board and was entitled to compensation in the amount of AU$150,000 ($133,200) per annum plus statutory superannuation payments and AU$30,000 ($26,640) per annum for service to the VMC board of directors. Mr. Maher accrues six weeks of annual leave each year.

Both agreements provided that the executive would be granted a yearly 9% increase in salary at such time as the Company has sufficient working capital and would be eligible for a performance bonus in the form of stock options in the event that VMC exceeds threshold numbers of subscribers and website visitors, engages in a successful public listing or exceeds a net after-tax profit target set by the Board.

In order to terminate the agreement, Mr. Hughes or Mr. Maher must provide three months written notice or VMC must provide (i) three months written notice in the event of the executive’s inability to perform his duties due to incapacitation or illness for nine months out of any twelve month period, (ii) one month notice if the executive is found guilty of any serious breach of the agreement or unreasonably neglects his duties under the agreement, (iii) no notice if the executive in convicted of a major criminal offense, or (iv) three months written notice without reason, in which event the executive is entitled to all bonuses earned through the date of termination, a severance payment of two years’ salary plus an additional six months’ salary for each five years’ of completed service to VMC, and continued payment of private health insurance and financial planning assistance for a period of two years.

Each agreement also contains standard provisions regarding the confidentiality of information, non-competition and non-solicitation provisions.

Outstanding Equity Awards

There were no outstanding equity awards to our executive officers as of June 30, 2010. However, each of Messrs. Hughes and Maher is eligible for additional option grants under an Executive Performance Bonus Schedule, copies of which were filed as schedules to such individuals’ employment agreements as Exhibits 10.4 and 10.5, respectively, to the Current Report on Form 8-K filed on May 28, 2010. According to such Executive Performance Bonus Schedule, upon VMC’s achievement of certain performance milestones related to membership on VMC’s website and sustained website traffic levels, 100,000 vested options to purchase Company common stock for an exercise price of AU$0.16 ($0.137) per share are issuable (at each milestone level) to each of Messrs. Hughes and Maher, which options expire four years from the date of grant. The Company’s Board determined that the 25,000 member and 300,000 visitor sustained website traffic thresholds had been met, and therefore, on August 24, 2010, awarded each of Messrs. Hughes and Maher 200,000 vested options each at an exercise price of AU$0.16 ($0.137) expiring on August 25, 2014, the fourth anniversary of the date of grant. The grant date valuation for such options was $46,008 for each of Messrs. Hughs and Maher.

Director Compensation

In addition to serving as a member of the board of director, Mr. Hughes is an executive officer of the Company. His compensation for his services as a director is included in the Executive Compensation table above in the column entitled “All Other Compensation.”

The following table sets forth information concerning the compensation paid and awarded to our non-executive directors for the fiscal year ended June 30, 2010. All figures below are in US dollars and are based on an exchange rate of US$0.8567 for every AU$1.00.

Name Of Director	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Non-equity Incentive Plan Compensation		Changes in Pension Value and Nonqualified Compensation Earnings		All Other Compensation			Total ($)
Andrew Dean	$	17,644		nil		nil		nil		nil		nil		$	17,644
Clifford Rosenberg	$	17,644		nil	$	52,035		nil		nil	$	14,232	(2)	$	83,911

(1)	Represents 500,000 options to purchase the Company's common stock at an exercise price of AU$0.50 per share.

(2)	Represents payment for consulting services rendered to VMC.

Dr. Andrew Dean and Mr. Clifford Rosenberg (through CJR Media Pty Ltd) have waived their entitlements to any consulting fees payable and directors fees payable for the periods July 1, 2007 to June 30, 2010 and April 1, 2009 to June 30, 2010, respectively, in excess of the amounts accrued in the financial statements as at June 30, 2010.

ITEM 12 – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information regarding the number of shares of our common stock beneficially owned as of October 6, 2010 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 October 6, 2010 through the exercise of any stock option, warrant or other right.

Name and Address of Beneficial Owners*	Title/Status	Number of Shares Owned			Right to Acquire(1)		Total		Percentage of Class(2)
Wayne Hughes(3)	Chief Executive Officer		13,265,656	(4) (5)		200,000		13,465,656		15.9	%
Stuart Usher(3)	Chief Financial Officer		0			0		0		0
Thomas Maher(3)	Chief Operating Officer		3,250,855	(4)(6)		200,000		3,450,850		4.1	%
Clifford Rosenberg PO Box 707 Bondi Junction Sydney NSW 1355, Australia	Director		5,812			500,000		505,812		**
Andrew Dean 15 Pownall Gardens Churchlands Perth WA 6018, Australia	Director, 5% holder		16,334,881	(4)(7)		0		16,334,881		19.4	%
Cunningham Peterson Sharb PO Box Z5467 St. George TCE Perth, WA 6831, Australia	5% holder		4,940,892			0		4,940,892		5.9	%
The Sports Café Australia P/L Mezzanine Level BGC Centre 28 The Esplanade Perth, WA 6831, Australia	5% holder		7,635,180			625,000		8,260,180		9.7	%
Viaticus Capital P/L PO Box Z5425 St. George TCE Perth, WA 6831, Australia	5% holder		5,785,536			525,000		6,310,536		7.4	%
Welas PTY Ltd. Unit 4, 8 Milson Road Cremore, Sydney NSW 2090 Australia	5% holder		9,012,072			2,066,670		11,078,742		12.8	%
Window Capital, P/L L1, 914 Hay St., Perth WA 6000, Australia	5% holder		35,576,274	(8)		400,000		35,976,274		42.5	%
Officers and directors as a group (5)			32,857,204			900,000		33,757,204		39.64	%

* Unless otherwise indicated, the address for the above-named stockholders is L1, 414 Scarborough Beach Road,

Osborne Park, WA 6017, Australia

** Less than 1%

(1) Reflect options to purchase shares of the Company’s common stock.

(2) Based on 84,253,764 shares of common stock outstanding on October 6, 2010.

(3) Address is L1, 414 Scarborough Beach Road, Osborne Park, WA 6017, Australia, PO Box 1173, Osborne Park, WA 6916, Australia

(4) Shares are held in the name of Window Capital, P/L.

(5) Includes 9,000,000 shares of common stock held in escrow and subject to forfeiture in accordance with the Exchange Agreement discussed under Item 2.01 of the Current Report on Form 8-K/A filed by the Company on September 7, 2010.

(6) Includes 1,000,000 shares of common stock held in escrow and subject to forfeiture in accordance with the Exchange Agreement discussed under Item 2.01 of the Current Report on Form 8-K/A filed by the Company on September 7, 2010.

(7) Includes 10,000,000 shares of common stock held in escrow subject to forfeiture and subject to forfeiture in accordance with the Exchange Agreement discussed under Item 2.01 of the Current Report on Form 8-K/A filed by the Company on September 7, 2010.

(8) Includes a total of 32,851,392 shares of common stock held in the aggregate by Messrs. Hughes and Maher and Dr. Dean, collectively, including the 20,000,000 shares of common stock held in escrow and subject to forfeiture in accordance with the Exchange Agreement discussed under Item 2.01 of the Current Report on Form 8-K/A filed by the Company

on September 7, 2010.

ITEM 13 – CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

In the fiscal year ended June 30, 2008, VMC used the website development and design services of Titan Global Consulting Pty Ltd, a company in which Wayne Hughes, our Chief Executive Officer, is a director. The relationship was disclosed to the rest of the VMC Board and the contract was approved by a majority of the other VMC Board members. In addition, amounts billed VMC by Titan were based on normal market rates for such supplies and were due and payable under normal payment terms.

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:

		Transaction Value Year Ended				Balance Outstanding at
		June 30,				June 30,
Name	Transaction	2010		2009		2010		2009
Wayne Hughes	Website and development fees	$	8,015	$	26,180	$	-	$	-
TOTAL		$	8,015	$	26,180	$	-	$	-

All figures above are in US dollars and are based on an exchange rate of US$0.8567 for every AU$1.00 as of June 30, 2010 and US$0.8048 for every AU$1.00 as of June 30, 2009.

ITEM 14 – PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table presents fees for professional audit services rendered by the Company’s registered accounting firm for the audit of our annual financial statements for the years ended June 30, 2010 and 2009 and fees for other services rendered by such firms during those periods.

	2010		2009
Audit Fees	$	92,424	$	43,085
Audit Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
Total	$	92,424	$	43,085

PART IV

ITEM 15 EXHIBITS

Exhibit No.		Description
2.1		Exchange Agreement dated May 27, 2010 (Exhibit 2.1 to our Current Report on Form 8-K as filed with the SEC on May 28, 2010).

3.1		Articles of Incorporation (Exhibit 3.1 to our Form SB-2 Registration Statement as filed with the SEC on January 18, 2006).

3.2*		Certificate of Amendment to Articles of Incorporation, dated July 12, 2010.*

3.3		Bylaws of the Company (Exhibit 3.2 to our Form SB-2 Registration Statement as filed with the SEC on January 18, 2006).

4.1		Form of Promissory Note (Exhibit 10.4 to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2010 as filed with the SEC on August 23, 2010).

4.2		Form of Common Stock Purchase Warrant (Exhibit 10.5 to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2010 as filed with the SEC on August 23, 2010).

10.1		Form of Share Sale Agreement for Non-Option Holders (Exhibit 10.1 to our Current Report on Form 8-K as filed with the SEC on May 28, 2010).

10.2		Form of Share Sale Agreement for Option Holders (Exhibit 10.2 to our Current Report on Form 8-K as filed with the SEC on May 28, 2010).

10.3		Form of Escrow Agreement (Exhibit 10.3 to our Current Report on Form 8-K as filed with the SEC on May 28, 2010).

10.4		Employment Agreement between Virtual Medical Centre, Limited and Wayne Hughes (Exhibit 10.4 to our Current Report on Form 8-K as filed with the SEC on May 28, 2010).

10.5		Employment Agreement between Virtual Medical Centre, Limited and Thomas Maher (Exhibit 10.5 to our Current Report on Form 8-K as filed with the SEC on May 28, 2010).

10.6		Agreement between Virtual Medical Centre, Limited and Andrew Dean (Exhibit 10.2 to our Current Report on Form 8-K as filed with the SEC on August 20, 2010).

10.7		Agreement between Virtual Medical Centre, Limited and CJR Media Pty Ltd. (Exhibit 10.3 to our Current Report on Form 8-K as filed with the SEC on August 20, 2010).

10.8*		Partner Content Services Agreement between Virtual Medical Centre, Limited and Telstra Corporation Limited.

14.1*		Code of Ethics

16.1		Resignation Letter from Manning Elliott LLP (Exhibit 16.1 to our Current Report on Form 8-K as filed with the SEC on August 20, 2010).

21.1		Subsidiary List. (Exhibit 21.1 to our Current Report on Form 8-K/A as filed with the SEC on September 7, 2010)

31.1*		Sarbanes Oxley Section 302 Certification

31.2*		Sarbanes Oxley Section 302 Certification

32.1*		Sarbanes Oxley Section 906 Certification

32.2*		Sarbanes Oxley Section 906 Certification

* Filed herewith.

SIGNATURE

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

VIRTUAL MEDICAL CENTRE, INC.

By:	/s/ Wayne Hughes
	Wayne Hughes
	Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons in the capacities and on the dates indicated.

NAME	TITLE	DATE

/s/ Wayne Hughes	Chief Executive Officer	October 13, 2010
Wayne Hughes	and Director

/s/ Stuart Usher	Chief Financial Officer	October 13, 2010
Stuart Usher

/s/ Thomas Maher	Chief Operating Officer	October 13, 2010
Thomas Maher

/s/Andrew Dean	Director	October 13, 2010
Andrew Dean

/s/Clifford Rosenberg	Director	October 13, 2010
Clifford Rosenberg

Filing Compare · Virtual Medical Centre, Inc.