VIRTUAL MEDICAL CENTRE INC

VIRTUAL MEDICAL CENTRE, INC.
FORM 10-K
(Annual Report)
Filed 10/13/10 for the Period Ending 06/30/10
Telephone 818-519-3340
CIK 0001341995
Symbol VMCT
SIC Code 7374 - Computer Processing and Data Preparation and Processing Services
Industry Gold & Silver
Sector Basic Materials
Fiscal Year 06/30
http://www.edgar-online.com
© Copyright 2010, EDGAR Online, Inc. All Rights Reserved.
Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL
YEAR ENDED JUNE 30, 2010.
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
TRANSITION PERIOD FROM ______________ TO________________.
Securities registered under Section 12(b) of the Exchange Act: NONE
VIRTUAL MEDICAL CENTRE, INC.
(Exact name of registrant as specified in its charter)
NEVADA 98-0459440
(State of or other jurisdiction of
(IRS Employer I.D. No.)
incorporation or organization)
L1, 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 registered under Section 12(g) of the Exchange Act: Common Stock par value $0.001
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
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
No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed under 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. Yes No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 if Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or
such shorter period that the registrant was required to submit and post such files) Yes No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained in this form, and no disclosure
will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting
Company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting Company” in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer Non-accelerated filer
Accelerated filer Smaller reporting Company
Indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Act). Yes No
The aggregate market value of the voting and non-voting common equity held by non-affiliates as of December 31, 2009, based on the closing
price of the Over-The-Counter Bulletin Board was $766,920.
Number of shares outstanding of the registrant’s common stock, $0.001 par value, outstanding on October 6, 2010: 84,253,764.

TABLE OF CONTENTS
PART I
Page
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
ITEM 1 – DESCRIPTION OF BUSINESS
Company Overview
Virtual Medical 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.”
Merger of Cliff Rock and VMC
On May 27, 2010 (the “Closing Date”), Cliff Rock entered into the Exchange Agreement with VMC and a Share Sale Agreement (the
“Share Sale Agreement”) with each of the shareholders and 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.
In accordance with the terms of 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”).
The Exchange Agreement provided that after the Closing Date, the Company would use all reasonable efforts to raise up to
AU$6,000,000 ($5,328,000), either through the issuance of equity, convertible securities or debt, or a combination thereof, at a purchase price of
not less that AU$0.30 ($0.266) per share (the “Minimum Purchase Price”).
In order to mitigate the effects of future financings, Wayne Hughes, VMC’s Chief Executive Officer, Thomas Maher, VMC’s Chief
Operating Officer, and Dr. Andrew Dean, a director of VMC (collectively, the “VMC Directors and Officers”) agreed that an aggregate of
20,000,000 shares of common stock of Cliff Rock otherwise issuable to them under the Share Exchange be placed into escrow (the “Escrow
Shares”) for a period of three years from the Closing Date, in accordance with the terms of an escrow agreement (the “Escrow Agreement”).
Under the Escrow Agreement, one-sixth (1/6) of the Escrow Shares are to be released to the VMC Officers and Directors, on a pro-rata basis, for
every AU$1,000,000 ($888,000) in financing raised by the Company at a price per share equal to or greater than AU$0.30 ($0.266) (the
“Financing Release”). If the Company consummates one or more financing transactions at a price per share that is less than AU$0.30 ($0.266),
the Escrow Shares are to be released to the Company for cancellation at the following rate:
X = Y - (A)(Y)
B
1

Where:
X =
the number of Escrow Shares to be released for cancellation by the Company.
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 yearend
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.
2

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.
The Virtual Cancer Centre website grew in popularity and internet traffic on the strengths of its easy presentation of useful information
and successful implementation of the EAB model (which afforded participating specialists direct ownership and control of the website and its
information). As a result, practitioners in other specialties began to learn about VMC’s EAB model, and demand spread to extend the website’s
coverage to information on non-cancer illnesses. Thus, in 2007, 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 .
Since its inception, www.virtualmedicalcentre.com has grown to become one of Australia’s leading providers of free online medical
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 EAB from Australia, the U.S., Canada, New Zealand and the United Kingdom. The EAB regularly
contributes content in the form of articles and videos and edits and reviews other content for quality control purposes. Currently, the 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 relevant content, designed and written both by doctors for doctors and by doctors for
consumers.
The VMC website features more 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 online
medical information represented on the www.virtualmedicalcentre.com website sets it apart from other medical content providers. In contrast to
many of its larger competitors and other 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.
VMC generates its revenue from large multinational pharmaceutical companies and other high profile health-related advertisers through
the online advertisement of prescription medicines strictly to doctors and non-prescription health products to consumers. Additional revenue is
also derived from the provision of content to a leading online publisher, Telstra Australia (BigPond). For VMC’s fiscal year ended June 30,
2010, Telstra Australia (BigPond) represented approximately 34% of VMC’s revenue. No other customer represented more than 10% of VMC’s
revenue for the period.
Current Business of our Company
Following the reverse 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.
3

We plan to license all content, information platforms and services from our wholly owned subsidiary VMC. Terms of the license are
under negotiation and are expected to close in the autumn of 2011. We also currently have a licensing arrangement with Telstra Australia
(BigPond) to provide BigPond with comprehensive health and well-being content for their new online health section.
Strong market demand from the Australian pharmaceutical industry for a real-time online market research tool has guided VMC to
design, develop and promote two new web portals that are mutually beneficial: Visum and its associated portal, Primo DR. These portals are
actively expanding VMC’s professional membership base.
• Visum: Visum is a free secure online environment where medical professionals (specialists and general practitioners) can exchange
medical knowledge and ideas in a trusted, innovative and real-time environment. Visum allows doctors to post clinical, practice
management or health policy questions and receive virtually immediate responses at no cost.
• Primo DR: Primo DR is Australia’s only online real-time market research tool that generates virtually immediate responses for specific
product or service questions posted from the high volume of doctors who actively use the Visum network.
The potential benefits of Visum are illustrated by the largest online physician community in the U.S., Sermo, which is similar to the
Visum network and has attracted more than 115,000 members who routinely interact with each other online. Sermo is free to practicing
physicians. Revenue is generated as healthcare institutions, financial services firms and government agencies purchase Sermo’s products in order
to access this elite group of practitioners.
The Primo DR portal generates revenue from pay-for-market research. Pharmaceutical, financial and other companies or individuals
pay to pose questions to our pool of medical professionals.
Currently, VMC has major pharmaceutical companies as paying clients of Primo DR and is actively negotiating with several additional
companies. VMC currently charges AU$20,000 ($17,760) per year for a client to post 12 questions annually. VMC’s forecast is to attract an
initial client base of 20 pharmaceutical, medical device, government and other healthcare-related companies. Additionally, VMC intends for its
future marketing activities to include promotions to medical practitioners in order to expand the user network and to pharmaceutical company
executives through industry journals.
Presently, our growth strategy includes actively seeking out potential partners and acquisition candidates in order to expand and
increase what we view as niche growth opportunities in North America. These opportunities would include partnering to supply our existing and
additional Continuing Medical Education (CME) modules to the U.S. market, expansion of our paid market research forum for doctors and
surgeons and extension of the VMC white paper sponsorship model into the U.S. pharmaceutical market as a means of distributing current and
relevant information on pharmaceutical 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.
4

Competition
There are several other businesses that offer similar products and services as VMC. The top three Australian health online information
providers measured by site visitors are VMC, NineMSN Health and MyDr. NineMSN Health is Australia’s largest online content publisher with
10.3 million people visiting the site every month. NineMSN Health is a joint venture between Microsoft and PBL Media, effectively acting as
the website for both the Nine Network and MSN in Australia. The website delivers online and mobile health and wellness news to all users of
MSN and is the default homepage for Internet Explorer users in Australia. MyDr is an Australian healthcare website intended to provide
Australian consumers with comprehensive health information resources in Australia. It is a project of the MIMS Consumer Health Group, a
division of the global healthcare publishing company, UBM Medica.
VMC’s primary U.S. competitor is 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.
We believe that, in providing an innovative multi-faceted online medical resource for health consumers and health professionals, VMC
competes, and the Company is poised to compete, in these markets by virtue of:
• the unbiased nature of our extensive and growing free content on two levels: a readily accessible patient level and a password secure
professional level. The credibility of the content is indicated by our international accreditation with Health On the Net (“HON”), a nongovernmental
non-profit organization, through their ethical code certification, which is annually reviewed by HON;
• our altruistic independent EAB who volunteer their time to developing and improving our web content, as they are passionate about
VMC and patient and consumer education;
• our online tools that allow patients and consumers to track and monitor their health and various conditions;
• our sought-after Continuing Medical Education (CME) programs. Australia’s main CME provider, the Royal Australian College of
General Practitioners, have accredited VMC’s CME programs and featured our model 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
• our status as the only company with a separate forum for health consumers and a password secure forum for doctors. Our doctor’s
forum, Visum, follows a similar model to the popular U.S. Sermo forum. On average, Visum’s doctor registrations have increased over
30% per month since its launch in November 2009, and as of June 30, 2010 there were approximately 500 doctors using 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.
5

As noted above, we plan to license all content, information platforms and services from our wholly owned subsidiary VMC by the end
of the year 2010 and we currently have a licensing arrangement with Telstra Australia (BigPond) to provide BigPond with comprehensive
health and well-being content for their new online health section.
Research and Development
For VMC’s fiscal year ended June 30, 2009, approximately $770,000 was spent on research and development (“R&D”) activities, of
which approximately $246,000 was eligible for a tax concession from the Australian government as a government incentive for R&D under
Section 39J of the Australian Industry Research and Development Act 1986. For VMC’s 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.
Regulatory Approvals and Government Regulation
We believe that we are compliant with all Australian healthcare legislation including the Therapeutic Guidelines and Medicines
Australia legislation which regulates the advertising and communication of over the counter and prescription medicines and devices. We believe
that we are compliant with the Australian Spam Act (Cth) 2003 and the Privacy Act (Cth) 1988 (our privacy policy is available here:
http://www.virtualmedicalcentre.com/featuredpages.asp?artid=86 ). In addition, we are accredited by HON through a code certification
indicating our website operates at the highest level of transparency and ethical standards under such code (our advertising policy is available
here: http://www.virtualmedicalcentre.com/featuredpages.asp?artid=72 ).
As we begin to focus on the U.S. market, the information and advertising featured on our website relating to pharmaceutical and other
medical products will be subject to regulation by the U.S. Food and Drug Administration (“FDA”) and the U.S. Federal Trade Commission
(“FTC”). The FDA also regulates the safety and advertising of over-the-counter drugs. Specific portions of our website may be spotlighted by
regulators, especially discussions concerning the use of over-the-counter drugs, regulated products or potential sponsorships of pharmaceutical
and medical products. The U.S. Federal Food, Drug and Cosmetic Act (the “FDC Act”) covers the approval of prescription drugs and regulates
the dissemination and marketing of information about such drugs. Therefore, to the extent we advertise products subject to the FDC Act, we
must use care to comply with these requirements, including those related to the promotion of prescription drugs through our online
advertising. We will work to comply with FDA and FTC regulations, along with any state requirements based on states’ consumer protection
statutes. The increased regulations of our website due to U.S. federal and state directives could make it more difficult for us to obtain advertising
and sponsorship revenue.
We are currently in negotiations 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 scientific education program as CME for medical professionals. Once this partnership is
in place, we anticipate FDA evaluation of the CME activities to determine their independence from and non-promotion of providers and
supporters. In addition, we will work with the U.S. distributor to seek accreditation by the Accreditation Council for Continuing Medical
Education, which oversees and accredits providers of CME programs.
6

Our website features advertising and promotional activities which would be subject to U.S. federal and 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.
Employees
As of October 6, 2010, 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.
We believe that we have a satisfactory relationship with our employees, none of whom are represented by a union or other collective
bargaining group.
ITEM 1A – RISK FACTORS
You should carefully 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 incurred significant operating losses and may not be profitable in the future, if ever, and we may be unable to continue as a
going concern.
As 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.
Our history of losses, operating cash needs, cash consumption, and doubt as to whether we will ever become profitable, are factors
that raise substantial doubt as to our ability to continue as a going concern. If we are unable to achieve revenues or obtain financing, then we
may not be able to commence revenue-generating operations or continue as a going concern.
We have found material weaknesses in our system of internal controls over financial reporting and disclosure controls as of June 30,
2010, which could adversely affect our ability to record, process, summarize and report certain financial data. As a result, our internal
controls over financial reporting and disclosure controls and procedures are ineffective as of June 30, 2010.
In connection with its evaluation of the effectiveness of the Company’s internal controls over financial reporting as of June 30, 2010,
our management determined that two deficiencies: (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 as of June 30, 2010, both individually and in the aggregate, constituted material
weaknesses in the Company’s internal controls over financial reporting because they resulted in a reasonably possibility that a material
misstatement could occur in our annual or interim financial statements and not be prevented or detected.
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 to always have a clear separation of
duties because there simply are not enough 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. Because we have limited financial personnel
and limited resources, compliance with segregation of duties and proper oversight of control requirements is extremely difficult.
As a result of these material weaknesses in the Company’s internal controls over financial reporting, management has concluded that as of
June 30, 2010, the Company’s internal controls over financial reporting were not effective. Such material weaknesses in internal controls over
financial reporting also led our management to conclude that the Company’s disclosure controls and procedures were not effective as of June 30,
2010, to ensure that certain financial information related to these matters required to be disclosed in the Company’s filings and submissions to
the SEC under the Securities Exchange Act of 1934 are recorded, processed, summarized and reported 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.
7

We may not be able to obtain sufficient capital and may be forced to limit the scope of our operations or discontinue operations.
If we are not able to secure the financing we need at the current time or in the future, we may not be able to undertake any planned
operational expansions or acquisitions. As a result, we may have to modify our business plans accordingly or may be required to discontinue our
business operations. There is no assurance that additional financing will be available to us when needed, or if made available, on terms that are
favorable to us. Further, any future capital investments could dilute or otherwise materially and adversely affect the holdings or rights of our
existing shareholders. In addition, new equity or convertible debt securities issued by us to obtain financing could have rights, preferences and
privileges senior to those granted to existing shareholders.
We may 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.
As part of our business strategy, we have made, and expect to continue to make, acquisitions of businesses or investments in
companies that offer complementary products, services and technologies. Such acquisitions or investments involve a number of risks, including :
• Assimilating operations and products may be unexpectedly difficult;
• Management’s attention may be diverted from other business concerns;
• We may enter markets in which we have limited or no direct experience;
• We may lose key employees, customers or vendors of an acquired business;
• The synergies or cost savings we expected to achieve may not be realized;
• We may not realize the value of the acquired assets relative to the price paid; and
• Despite our diligent efforts, we may not succeed at integration, quality control or other customer issues.
These factors could have a material adverse effect on our business, financial condition and operating results. Consideration paid for
any future acquisitions could include our stock or require that we incur additional debt and contingent liabilities. As a result, future acquisitions
could cause dilution of existing equity interests and earnings per share. Before we enter into any acquisition, we perform significant due
diligence to ensure the potential acquisition fits with our strategic objectives. In addition, we believe we have adequate resources and appropriate
integration procedures to transition the newly acquired company efficiently.
We may not be able to manage our growth effectively.
The expansion necessary for us to fully exploit the market for our products and services requires an effective planning and
management process. Growth, if it occurs, will likely place a significant strain on our managerial, operational and financial resources. To
manage our growth, we must implement and improve our operational system and expand, train and manage our employee base. There can be no
assurance that our systems, procedures or controls will be adequate to support operations or that management will be able to achieve the
expansion necessary to fully exploit the market for our products and services, and the failure to do so would have a material adverse effect on
our business, operations and financial condition.
Our results of operations could be adversely affected by impairment of our goodwill or other intangible assets.
When we acquire a business, we record goodwill equal to the excess of the amount we pay for the business, including liabilities
assumed, over the fair value of the tangible and intangible assets of the business we acquire. Goodwill and other intangible assets that have
indefinite useful lives must be tested at least annually for impairment. The specific guidance for testing goodwill and other non-amortized
intangible assets for impairment requires management to make certain estimates and assumptions when allocating goodwill to reporting units
and determining the 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 growth rates, which could significantly impact the reported value of goodwill and
other intangible assets. Fair value is generally determined using a combination of the discounted cash flow, market multiple and market
capitalization valuation approaches. Absent any impairment indicators, we generally perform our impairment tests annually in the fourth quarter,
using available forecast information.
8

If at any time we determine an impairment has occurred, we are required to reflect the reduction in value as an expense within operating
income, resulting in a reduction of earnings in the period such impairment is identified and a corresponding reduction in our net asset value.
We are 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 required to file periodic reports with the SEC pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) and the
rules and regulations promulgated thereunder. To comply with these requirements, our independent registered auditors will have to review our
quarterly financial statements and audit our annual financial statements. Given the significance of the operations of our Australian subsidiary to
our business, our financial statements must be audited in accordance with Australian accounting standards. Auditing by a non-U.S. independent
registered auditor for compliance with U.S. generally accepted accounting principles (GAAP) is permitted under SEC rules and such audited
financial statements may be considered acceptable for U.S. company periodic reports, if such auditor is registered with the Public Company
Accounting Oversight Board (PCAOB) and an U.S. independent PCAOB registered accounting firm conducts a review of the quality controls of
the non-U.S. auditors and a review of one of their PCAOB engagements.
Moreover, our legal counsel will have to review and assist in the preparation of such reports. The costs charged by these professionals
for such services cannot be accurately predicted at this time, because factors such as the number and type of transactions that we engage in and
the complexity of our reports cannot presently be determined and will have a major effect on the amount of time to be spent by our auditors and
attorneys. However, the incurrence of such costs will be an expense to our operations and thus have a negative effect on our ability to meet our
overhead requirements and earn a profit.
9

Our business may suffer if we are unable to establish and expand our brand recognition.
The establishment and expansion of our brand in the U.S. is critical to building our customer base and successfully implementing our
business strategy. At present, our products and services focus primarily on Australia. While we are actively expanding our
site http://www.virtualmedicalcentre.com in the United States, there can be no assurance that the market will positively accept our services,
products, or brand. The success of our business will depend upon widespread market acceptance of our current and future products and services,
and there can be no assurance as to the overall acceptance by our targeted customers of such products and services. Further, there can be no
assurance that the market for these products and/or services will develop or be sustained.
The establishment and enhancement of our brand will also depend, in part, on our success in creating a user-friendly
experience. There can be no assurance that we will be successful in achieving this goal. If customers who use our products and services do not
perceive our existing products and services to be 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.
We may issue additional equity shares to fund our Company’s operational requirements which would dilute our shareholder’s share
ownership.
The Company’s continued 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.
The price of our common stock may be volatile.
As 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:
• announcements of technological innovations or new products or services by us or our competitors;
• government regulatory action affecting our products or our competitors' products in the U.S., Australia and other foreign countries;
• developments or disputes concerning copyright, trademark patent or proprietary rights;
• economic conditions in the U.S., Australia or elsewhere;
• actual or anticipated fluctuations in our operating results;
• broad market fluctuations;
• failure of the Company to earn revenues or profits;
• inadequate capital to continue or expand our business, and inability to raise additional capital or financing to implement our business
plans;
• failure to further commercialize our technology or to make sales;
10

• reduction in demand for our products and services;
• potential litigation with or legal claims and allegations by third parties, which would reduce our revenue and increase costs;
• insufficient revenues to cover operating costs;
• the non-proprietary nature of aspects of the Company's business;
• further dilution of existing shareholders' ownership in Company; and
• uncollectible accounts and the incurrence of expenses to collect amounts owed to the Company.
Our shares of common stock are very thinly traded, and the price may not reflect our value. There can be no assurance that there will
be an active market for our shares of common stock in the future.
Our shares of common stock are thinly traded. Due to the illiquidity, the market price may not accurately reflect the relative value of the
Company. There can be no assurance that there will be an active market for our shares of Common Stock either now or in the future. Investors
may not be able to liquidate their investment or liquidate it at a price that reflects the value of the business. If a more active market should
develop, the price may be highly volatile. Because there may be a low price for our shares of common stock, many brokerage firms may not be
willing to effect transactions in the securities. Even if an investor finds a broker willing to effect a transaction in the shares of our common stock,
the combination of brokerage commissions, transfer fees, taxes, if any, and any other selling costs may exceed the selling price. Further, many
lending institutions will not permit the use of such shares of common stock as collateral for a loan.
The global economic downturn could adversely affect our advertising revenues and our overall financial condition.
The 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.
Our international operations may subject us to additional costs and risks.
While the Company, through its wholly owned subsidiary VMC, is established in Australia and its health portal is well-known among
the Australian medical community, we may face challenges in managing the overseas operations in the U.S. with potential issues in integrating
the U.S. personnel and work products into the overall Company and the lack of direct control over the U.S. operations. The Company could face
additional costs associated with the U.S. operations in the event of changes in foreign laws, regulations and policies. Unfavorable changes in the
foreign currency exchange rates could increase the costs of our operations in the United States, and we do not currently engage in any activities
to hedge our foreign currency exposure.
In addition, our international operations and business presents us with additional risk exposures, including the following:
• Unexpected changes in regulatory requirements;
11

• Difficulties in staffing and managing foreign operations;
• Potentially adverse tax consequences; and
• Cultural and legal differences in the conduct of business.
Any one or more of these factors could have a material adverse effect on our international operations and, consequently, on our
business, financial condition and operating results.
Our internet-based business has limited operating history.
Our internet-based service business has a limited operating history and in its short history has undergone extensive and substantial
alterations in order to remain current and competitive with the ever-changing markets for internet businesses. As the market for healthcare
information and related services on the internet continues to evolve and change, we cannot guarantee that our business will continue to be
profitable. Competitors with similar business plans to provide healthcare information have had varied success rates and some have filed for
bankruptcy or been unable to continue operations.
If we do not respond rapidly to technological changes or to changes in industry standards, our products and services could become
obsolete.
The market for internet-based products and services is characterized by rapid technological change and frequent introductions of new
products and services. We may be unable to respond quickly or effectively to these developments. We may experience difficulties with
software development, hardware design, manufacturing or marketing that could delay or prevent our development, introduction or marketing of
new products and enhancements. The introduction of new products and services by our competitors, the market acceptance of products and
services based on new or alternative technologies or the emergence of new industry standards could render our existing or future products
obsolete. If our products and services become technologically obsolete, we may be unable to generate interest in our products and services and
consequently, we may be unable to generate revenues, either through advertising or otherwise.
We operate in a highly competitive market.
Competition for internet-based businesses 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.
Many of our current and potential competitors have significantly greater financial, technical, 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.
12

Our success depends on our management team, the loss of any of whom could disrupt our business operations.
We believe that our continued success will depend to a significant extent upon the efforts and abilities of our management team,
particularly our chief executive officer, Wayne Hughes, our chief financial officer, Stuart Usher, and our chief operating officer, Thomas
Maher. We cannot ensure that we will be able to retain the services of such officers, and our failure to retain them could adversely affect our
ability to execute our future acquisitions and to manage the operations of the business. This could have a material adverse effect on the
Company’s business, financial condition and results of operations. We do not currently carry key-man life insurance on any of our executive
officers. Further, Mr. Usher is an independent contractor of the Company.
We rely on the experience and expertise of our skilled employees, and must continue to attract and retain qualified technical, marketing
and managerial personnel in order to succeed.
Our future success will depend largely upon our ability to attract and retain highly skilled 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.
We may experience capacity constraints and failures of our systems.
The performance 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.
Our operations are also dependent on our ability to protect our computer equipment and the information stored and maintained by it
against damage by fire, power loss, telecommunications failures, unauthorized intrusions and other events. The occurrence of any of these
events could result in interruptions, delays or cessations in service to our customers.
If we are not able to adequately protect our intellectual property, other parties may develop competing products and/or services that
utilize our intellectual property.
At this time, we have not obtained any trademark or patent protection on our products in the United States. At this time, we intend to
rely solely on copyright and trade secret protection and confidentiality and/or license agreements with our employees, customers, partners and
others to protect our intellectual property; however, no assurance can be made that third parties will not develop competing products that utilize
our intellectual property.
In addition, there can be no assurance that other parties will not assert infringement claims against us. Any such claims, with or without
merit, could be time-consuming to defend, result in costly litigation, divert management’s attention and resources or require us to enter into
royalty or licensing agreements. There can be no assurance that such licenses would be available on commercially reasonable terms, if at all,
and the assertion or prosecution of any such claims could have a material adverse effect on our business, financial condition and operations.
13

We do not intend to pay any 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.
We have not paid 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.
There is limited liquidity on the OTCQB and the Pink Sheets.
When fewer shares of a security are being traded on the OTCQB and Pink Sheets, volatility 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.
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.
Our Common Stock is currently quoted on the over-the-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.
There is a limitation in connection with the editing and canceling of orders on the OTCQB and the Pink Sheets.
Orders for OTCQB and 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.
We are subject to penny stock rules which will make the shares of our Common Stock more difficult to sell.
We are subject to the SEC’s “penny stock” rules since our shares of Common Stock sell below $5.00 per share. Penny stocks generally
are equity securities with a per share price of less than $5.00. The penny stock rules require broker-dealers to deliver a standardized risk
disclosure document prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock
market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson, and monthly account statements showing the market value of each penny stock held in the customer’s account.
The bid and offer quotations, and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing
prior to completing the transaction and must be given to the customer in writing before or with the customer’s confirmation.
14

In addition, the penny stock rules require that prior to a transaction the broker dealer must make a special written determination that the
penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. The penny stock rules are
burdensome and may reduce purchases of any offerings and reduce the trading activity for shares of our common stock. As long as our shares of
common stock are subject to the penny stock rules, the holders of such shares of common stock may find it more difficult to sell their securities.
There is a risk of market fraud within the penny stock market.
Shareholders should be aware 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.
The use of the internet for commerce may be subject to further government regulation and other legal uncertainties.
As the use of the internet for commerce evolves, federal, state, local or foreign governments may adopt regulations covering issues such
as user privacy, pricing, content and quality of products and services. Although many of these regulations may not apply to our business
directly, we expect that laws and regulations relating to products and services provided through the internet would have a direct or indirect effect
upon our business. It is possible that legislation could expose companies involved in Internet commerce to liability, which could limit the
growth of the general use of the internet. If enacted, such laws, rules or regulations could limit the market for our products and services, which
could have a material adverse effect on our business and operations.
We may not be able to maintain adequate insurance for product or service liability on reasonable terms in the future.
The Company is exposed to potential product liability risks which are inherent in the research and development, manufacturing,
marketing and use of its products or products developed with future co-development alliance partners. It will be necessary for us to secure
insurance to help manage such risks. However, we may not be able to maintain insurance for product or service liability on reasonable terms in
the future and, in addition, our insurance may not be sufficient to cover large claims, or the insurer could disclaim coverage on our claims. If we
fails to meet its clients' expectations, our reputation could suffer and we could be liable for damages.
15

ITEM 2 – DESCRIPTION OF PROPERTY
Our principal executive offices are located at L1, 414 Scarborough Beach 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.
We intend to have a US office but have not as yet entered into a lease for such space.
The Company also owns the IQUE Claim, 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.
ITEM 3 – LEGAL PROCEEDINGS
We know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings
or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder are an
adverse party or has a material interest adverse to us.
ITEM 4 – (REMOVED AND RESERVED)
16

PART II
ITEM 5 – MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASE OF EQUITY SECURITIES
Cliff Rock 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.”
As of October 6, 2010, the last sale price of our common stock as reported on the OTCQB and Pink Sheets was $0.285 per share.
For 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.
The following table summarizes the high and low bid quotations of Cliff Rock Shares on the OTCBB as reported by FINRA for each of
the quarterly periods since April 9, 2008 and for the most recent six months.
Quarterly High and Low Bid Quotations
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
Monthly High and Low Bid Quotations for the Most Recent Six Months
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
Following the Share Exchange on May 27, 2010, the high and low bid quotations for the Company’s shares on the OTCBB as reported
by FINRA have been:
Month Ended High Low
July 2010 $ 0.42 $ 0.38
June 2010 $ 0.40 $ 0.32
May 30 ,2010 $ 0.50 $ 0.015
17

The high and low bid quotations for the Company’s shares on the OTCQB and Pink Sheets have been:
Month Ended High Low
Through October 12, 2010 $ 0.35 $ 0.28
September 2010 $ 0.36 $ 0.29
August 2010 $ 0.40 $ 0.33
Holders
The Company’s shares are issued in registered form. Colonial Stock Transfer Company, of 66 Exchange Place, Salt Lake City, Utah
84111 (801) 355-5740 (Phone), (801) 355-6506 (Fax), is the transfer agent for our shares.
On 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.
Common Stock
We 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.
Dividend Policy
We have not paid any cash dividends on the shares of 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 earnings, if any, for use in our operations and in the development of our
business. Our future dividend policy will be determined from time to time by our board of directors.
Securities Authorized for Issuance Under Equity Compensation Plans
Under the terms of their respective employment agreements, each of Messrs. Hughes and Maher is eligible to earn shares of the
Company’s common stock and options to purchase shares of the Company’s common stock in accordance with an Executive Performance Bonus
Schedule, copies of which were filed as schedules to such employment agreements as Exhibits 10.4 and 10.5, respectively, to the
Company’s Current Report on Form 8-K filed on May 28, 2010. According to such 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.
18

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.
ITEM 6 – SELECTED FINANCIAL DATA
Not applicable.
ITEM 7 – MANAGEMENTS’ DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
The information set forth in Management’s 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
the Company’s revenues and profitability, (ii) prospective business opportunities and (iii) the Company’s strategy for financing its business.
Forward-looking statements are statements other than historical information or statements of current condition. Some forward-looking
statements may be identified by use of terms such as “believes,” “anticipates,” “intends” or “expects.” These forward-looking statements relate
to the plans, objectives and expectations of the Company for future operations. Although the Company believes that its expectations with respect
to the forward-looking statements are 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-looking statements in this Annual Report should
not be regarded as a representation by the Company or any other person that the objectives or plans of the Company will be achieved.
You should read the following discussion and analysis in conjunction with the Financial Statements and Notes attached hereto, and the other
financial data appearing elsewhere in this Annual Report.
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.
Results of Operations for the Year Ended June 30, 2010 Compared to the Year Ended June 30, 2009
Revenues
For year fiscal year ended June 30, 2010 and 2009, we generated revenues of $842,589 and $487,619, respectively. The increase in
revenue from 2009 was due to the reasons described below:
19

Advertising Revenue
Advertising revenue came from advertising and sponsorship for both our medical consumer services (content aimed at general
consumers) and medical professional services (content aimed at medical professionals).
Advertisement placements appeared on both the VMC website and our bi-weekly e-newsletters. Sponsorship included providing
educational information relevant to the disease and product area, creating interactive screening and monitoring tools, and promoting educational
videos and brochures.
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 the medical professional market were attributable to contracts for 12-month advertising and educational sponsorships
with new clients, St. Jude Medical, Orphan Australia and Novogen Consumer Healthcare. VMC’s significant growth in revenue in this market as
compared to the same periods last year were due to VMC continuing to develop our relationship and reputation within the pharmaceutical
industry and 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.
Operating Expenses
Our operating expenses 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 costs incurred relating to the Exchange Agreement and capital raising activities undertaken by us.
Capital raising costs increased our expenditure by $150,862. In addition, we incurred additional costs relating to the audit and the conversion of
our financial statements into U.S. generally accepted accounting principles (“GAAP”), in relation to the Exchange Agreement.
Employee Expenses
During the fiscal year ended June 30, 2010, our employee expenses increased to $1,121,854 from $851,963 for the fiscal year ended
June 30, 2009. This increase in employee expenses was due to the hiring of additional staff to assist in the Company’s increased operating
activity in 2010.
Travel expenses
Our travel expenses for 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 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.
Professional Fees
Professional fees increased from $329,768 for the fiscal year ended June 30, 2009 to $562,622 for the fiscal year ended June 30,
2010. This is due to increased legal and accounting fees relating to the audit of the Company’s financial statements, the conversion of the
Company’s financial statements into GAAP and the structuring and execution of the Exchange Agreement.
20

Marketing Expense
Expenditures relating 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.
General and Administrative Expenses
General and administrative expenses increased from $298,830 to $436,204 for the fiscal years ended June 30, 2009 and 2010,
respectively. This is due to an increase in travel and other expenses related to the execution of the Exchange Agreement.
Other Income (Expenses)
Research and Development Grant
A 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.
We realized net other income (expenses) of $247,333 and $216,630 for the years ended June 30, 2010 and 2009, respectively. The other
income was comprised primarily of research and development grants from the Australian government of $277,663 and $231,239 during those
years.
Net Loss from Operations
Net loss from operations was $1,465,928 and $1,149,232, respectively, for the fiscal years ended June 30, 2010 and 2009. The increase
in the Company’s losses from operations is due to the costs of execution of the Exchange Agreement, which was partially offset by the increase
in our revenue.
Liquidity and Capital Resources
Since its inception, we have funded our operations primarily through advertising revenue and private sales of our common stock. As of
the fiscal year ended June 30, 2010, we had cash and cash equivalents in the amount of $41,475. Based on our current plan of operations,
management believes that we will require a minimum of approximately $2,000,000 for the next twelve (12) months .
At present, we do not have sufficient resources to fund our current operations, pay our debts and other liabilities (including those
assumed under the Exchange Agreement) and operate at our current levels for the next twelve months. 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.
21

Management currently anticipates, although no assurance can be given, that advertising revenue for the next twelve (12) months would
be approximately $1,000,000.
Assuming 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. 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 financing required, or if we do not meet anticipated future revenue goals, our
management intends to take actions necessary to ensure the conservation of adequate cash to enable the Company to continue to finance its
operations, although there can be no assurance that we will be able to do so.
Significant Accounting Policies
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.
22

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. 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.
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. 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.
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. 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.
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 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.
23

ITEM 7A – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 8 – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
24

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
25

26

VIRTUAL MEDICAL CENTRE, INC.
Consolidated Balance Sheets
The accompanying notes are an integral part of these consolidated financial statements.
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
27

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.
28

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.
29

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.
30

VIRTUAL MEDICAL CENTRE, INC.
Notes to Consolidated Financial Statements
June 30, 2010 and 2009
N OTE 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 account ant 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.
31

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.
32

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.
33

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.
34

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 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.
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.
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.
35

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.
36

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:
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
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
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.
37

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
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 postexchange
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
Total $ 26,745
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, June 30,
2010
2009
Income tax expense at statutory rate $ (439,778) $ (344,770)
Change in valuation allowance 439,778 344,770
Income tax expense $ - $ -
38

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, June 30,
2010
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, June 30,
2010
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.
Weighted
Number of
Warrants
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
39

NOTE 10 – WARRANTS AND OPTIONS (CONTINUED)
VIRTUAL MEDICAL CENTRE, INC.
Notes to Consolidated Financial Statements
June 30, 2010 and 2009
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.
Weighted
Average
Number of Options 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
40

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.
41

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.
42

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.
43

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.
44

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$1.00 as of June 30, 2009.
Change in
Pension
Value
and Nonqualified
Deferred
Compensa
tion
Non-
Equity
Incentive
Name and Principal
Position Year Salary Bonus
Stock
Awards
Options
Awards
Plan
Compensat
ion Earnings (1 )
All Other
Compensa
Tion
Total
(US$) (US$) (US$) (US$) (US$) (US$) (US$) (US$)
Michael Raymort(2) 2010 nil nil nil nil nil nil nil nil
Former President, Treasurer &
2009 nil nil nil nil nil nil nil nil
Secretary
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.
45

(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.
46

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$1.00.
Name
Of
Director
Fees Earned
or Paid in
Cash
($)
Option
Awards
($)
Non-equity
Incentive
Plan
Compensation
Changes in
Pension Value
and
Nonqualified
Compensation
Earnings
All
Other
Compensation
Stock Awards
($)
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.
47

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.
48

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
49

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
50

31.2* Sarbanes Oxley Section 302 Certification
32.1* Sarbanes Oxley Section 906 Certification
32.2* Sarbanes Oxley Section 906 Certification
* Filed herewith.
51

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
52

Partner Content Services Agreement
Dated
Telstra Corporation Limited (ABN 33 051 775 556) (“Telstra”)
Virtual Medical Centre Ltd. (ABN 12 097 593 587) (“VMC”)

Partner Content Services Agreement
Contents
Details 1
General terms
2
1 Interpretation 2
1.1 Definitions 2
1.2 References to certain general terms 7
1.3 Headings 8
2 Rights and obligations 8
2.1 Telstra’s Rights & Obligations 8
2.2 VMC’s Rights & Obligations 9
2.3 Reporting and review 11
3 Advertising Services 11
3.1 To be provided by Sensis MediaSmart 11
3.2 Advertising Revenue 11
3.3 Existing Advertisers 11
4 Fees and Reporting 13
4.1 Commencement of payment obligations 13
4.2 Monthly Payments 13
4.3 Payment method 14
5 Goods and services tax (GST) 15
5.1 Consideration does not include GST 15
5.2 Recovery of GST 15
5.3 Time of payment 15
5.4 Adjustment of additional amount 15
5.5 Reimbursement 15
6 Intellectual Property Rights 15
6.1 Telstra 15
6.2 VMC 16
6.3 Infringement Claims 16
7 Representations and warranties 18
7.1 VMC 18
7.2 Telstra 20
8 Indemnity & Insurance 20
8.1 Indemnity 20
8.2 Insurance 21
Partner Content Services Agreement
i

9 VMC Member Information & Privacy 21
9.1 Ownership of member information 21
9.2 Consent to display 21
9.3 Compliance with privacy laws 22
10 Exclusivity 22
10.1 No duplication of VMC Content online or on mobile 22
10.2 Exception 22
11 Future Option 23
12 Confidentiality 23
12.1 Public announcements 23
12.2 Confidentiality 23
13 Dispute Resolution 23
13.1 Injunctive or interim relief 23
13.2 Initial attempt at resolution 23
13.3 Mediation 24
13.4 Appointment of mediator 24
13.5 Termination of mediation 24
14 Term and termination 24
14.1 Initial Term 24
14.2 Option to Renew 24
14.3 Either party’s right to terminate 25
14.4 Telstra’s right to terminate 25
14.5 Consequences of termination 25
15 Force Majeure 26
16 Notices and other communications 27
16.1 Form 27
16.2 Delivery 27
16.3 When taken to be received 27
17 General 28
17.1 Assignment 28
17.2 Discretion in exercising rights 28
17.3 Partial exercising of rights 28
17.4 No liability for loss 28
17.5 Remedies cumulative 28
17.6 Variation and waiver 28
17.7 Construction 28
17.8 Counterparts 29
17.9 No partnership or agency 29
17.10 Severability 29
17.11 Entire agreement 29
17.12 Jurisdiction 29
Partner Content Services Agreement
ii

Schedule 1 - Service Levels
Schedule 2 – BP Header and Footer Mock Up
Schedule 3 – Insurance Policies
Schedule 4 – Fees and Payments
Schedule 5 - Site Representation Agreement
Schedule 6 - Virtual Medical Centre Website Domains
Signing page 30
Partner Content Services Agreement
iii

Partner Content Services Agreement
Details
Parties
Telstra and VMC
Telstra Name Telstra Corporation Limited
ABN 33 051 775 556
Address Level 8, 151 Clarence Street, Sydney 2000
Telephone (02) 8236 4409
Fax (02) 9299 8162
Attention
Richard Hinchliffe, Commercial & Strategy
VMC Name Virtual Medical Centre Ltd.
ABN 12 097 593 587
Address Perth PO Box 1048, Subiaco, WA 6904
Telephone (08) 9388 0344
Fax (08) 9388 0611
Attention
Wayne Hughes, Managing Director
Recitals A Telstra operates the BigPond Website which provides a variety of online services and content to its
users.
B
VMC operates the VMC Website which provides virtual medical and disease education and
resources to consumers, general practitioners and medical specialists.
C
VMC and Telstra agree that VMC will provide a service to Telstra which offers the Consumer VMC
Website as a co-branded health education website (“ Service ”), and Telstra will provide a link to the
Consumer VMC Website via a button from the BigPond Website homepage thus incorporating the
Consumer VMC Website into the BigPond network of websites.
Governing law
New South Wales
Date of agreement
The date this Agreement is signed by the last party.
Partner Content Services Agreement 1

Partner Content Services Agreement
General terms
1 Interpretation
1.1 Definitions
Advertising Services has the meaning given in clause 3.1
Agreement means this agreement including the Schedules.
BigPond Health Button has the meaning given in clause 2.1(a).
BP Header and Footer means the BigPond branded header and footer overlay to be placed on the pages of the Consumer VMC
Website as displayed in Schedule 2.
BigPond Users means users of the BigPond Website.
BigPond WAP Portal means Telstra’s BigPond branded wireless application protocol portal.
BigPond Website means the website operated by Telstra currently located at www.bigpond.com.
Consumer VMC Website means the webpages of the VMC Website which are designed for the general public.
Corporations Act means the Corporations Act 2001 (Cth) as amended from time to time.
Cumulative Amount Paid means, at any given point in time during any year of the Term, the total amount paid by Telstra to VMC
pursuant to this Agreement for the period up until that time, excluding any amounts paid as VMC Commission.
Cumulative Minimum Guarantee Amount means the portion of the Minimum Guarantee which must be paid to VMC by Telstra
following the conclusion of a certain month during any year of the Term as set out in Schedule 4, Part B.
Details means the details page at the front of this Agreement.
Partner Content Services Agreement 2

Dispute includes any dispute, controversy, difference or claim arising out of or in connection with this Agreement or the subject
matter of this agreement, including any question concerning its formation, validity, interpretation, performance, breach and
termination.
Distributed Advertising Revenue has the meaning set out in clause 3.2.
Existing Advertisers Revenue Share has the meaning set out in clause 3.3(c).
Further Term has the meaning given in clause 14.2.
GST has the meaning it has in the GST Act.
GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Infringement Claim means a claim by any person that their rights (including Intellectual Property Rights) may be infringed by the
Service, VMC Website, any VMC Content or the VMC Brand Materials.
Initial Term has the meaning given in clause 14.1.
Input Tax Credit has the meaning it has in the GST Act.
A person is Insolvent if:
(a)
(b)
(c)
it is (or states that it is) an insolvent under administration or insolvent (each as defined in the Corporations Act); or
it has a controller (as defined in the Corporations Act) appointed, is in liquidation, in provisional liquidation, under
administration or wound up or has had a Receiver appointed to any part of its property; or
it is subject to any arrangement, assignment, moratorium or composition, protected from creditors under any statute,
dissolved (other than to carry out a reconstruction or amalgamation while solvent on terms approved by the other parties to
the agreement); or
(d) an application or order has been made (and, in the case of an application, it is not stayed, withdrawn or dismissed within 30
days), resolution passed, proposal put forward, or any other action taken, in each case in connection with that person, which
is preparatory to or could result in any of (a), (b) or (c) above; or
© Mallesons Stephen Jaques Partner Content Services Agreement 3

(e)
(f)
(g)
(h)
it is taken (under section 459(F)(1) of the Corporations Act) to have failed to comply with a statutory demand; or
it is the subject of an event described in section 459(C)(2)(b) or section 585 of the Corporations Act (or it makes a statement
from which the Agent reasonably deduces it is so subject); or
it is otherwise unable to pay its debts when they fall due; or
something having a substantially similar effect to ((a)) to ((g)) happens in connection with that person under the law of any
jurisdiction.
Insurance Policies means the insurance policies set out in Schedule 3.
Intellectual Property Rights means all registered and unregistered rights in relation to present and future copyright, trade marks,
designs, know-how, patents, confidential information and all other intellectual property as defined in article 2 of the Convention
establishing the World Intellectual Property Organisation 1967.
Launch Date means the day that:
(a)
(b)
the BigPond Health Button is operational;
the BP Header and Footer is placed on each page of the Consumer VMC Website; and
(c) Sensis Pty Limited has commenced providing Advertising Services to the VMC Website in accordance with clause 3.1.
Member Information means any Personal Information or Sensitive Information collected by VMC directly from users of the
Consumer VMC Website, including, without limitation, all member registration information, member profiles, patient histories,
personal journals, video logs, photographic images of users and information posted by users on forums or blogs on the VMC Website.
Minimum Guarantee means the amount which Telstra must pay to VMC in any year of the Term (excluding amounts paid as VMC
Commission) as set out in Schedule 4, Part A.
© Mallesons Stephen Jaques Partner Content Services Agreement 4

Personal Information means information or an opinion (including information or an opinion forming part of a database), whether
true or not, and whether recorded in material form or not, about an individual whose identity is apparent, or can reasonably be
ascertained, from the information or opinion.
Privacy Act means the Privacy Act 1988 (Cth).
Privacy Laws means the Privacy Act, the Spam Act 2003 (Cth), the Telecommunications Act 1997 (Cth), the Privacy Policy issued
by Telstra from time to time (available at: www.telstra.com.au/privacy ), and any other legislation, principles, industry codes and
policies relating to the handling of Personal Information.
Related Entity has the meaning ascribed to it in the Corporations Act 2001 (Cth).
Representative of a party means an employee, officer, director, auditor, advisor, agent or contractor of that party (except that VMC
will not be taken to be a Representative of Telstra).
Revenue Share means the VMC Revenue Share and the Existing Advertiser Revenue Share for a given month.
Sensitive Information has the meaning ascribed to it in the Privacy Act.
Service has the meaning given in Recital C.
Service Level Rebates mean the service level rebates set out in paragraphs 2.4 and 4.2 of Schedule 1 , which Telstra may elect to
enforce at its discretion.
Service Levels mean the standard of service and performance required from VMC under this Agreement and including those set out
in Schedule 1.
Site Representation Agreement or SRA means the Site Representation Agreement entered into between VMC and Sensis Pty
Limited on or around 19 December 2008, attached as Schedule 5 to this Agreement.
Tax Invoice has the meaning it has in the GST Act.
Telecommunications Category means telecommunications products, services and equipment and the provision of
telecommunications products, services and equipment in the wholesale, retail, domestic and international sectors including:
© Mallesons Stephen Jaques Partner Content Services Agreement 5

(a)
(b)
(c)
(d)
(e)
(f)
(g)
fixed and mobile telecommunications such as SMS, WAP, WAP over GPRS, EDGE, EMS, MMS, i-mode®, UMTS (all
generations 1G, 2G, 2.5G, 3G, 4G and other generations), 1X, 1x RTT, CDMA, WCDMA, CDMA-2000, Wi Fi, Blue Tooth,
M commerce, DVB-H to Mobile Telephony Enabled Devices;
Internet carriage, Internet services and data carriage services (including the provision of online content, web-casting and
web-hosting);
broadband telecommunications services and location based services;
fixed and mobile telecommunications platforms and networks;
the business of a fixed or mobile telecommunications product or service provider or mobile telecommunications service
provider including a Carrier, Carriage Service Provider or Internet Service Provider (as those terms are defined in the
Telecommunications Act 1997 (Cth));
directory services related to telecommunications services, without limitation, the 1234 service, Yellow and White Pages
service and the Whereis service; and,
any other products or services supplied or procured by a Carrier, Carriage Service Provider or Internet Service Provider (as
those terms are defined in the Telecommunications Act 1997 (Cth)).
Telstra Brand Guidelines mean the Telstra BigPond brand guidelines located at http://brand.bigpond.com (username: guest,
password: bigpond)
Telstra Brand Materials means any trade marks, logos, designs, or other content owned by Telstra and provided by Telstra to VMC
under this Agreement and including the BP Header and Footer.
Telstra Competitor means any person that:
(a)
is involved in advertising supported online publishing and/or advertising supported mobile publishing; and/or
© Mallesons Stephen Jaques Partner Content Services Agreement 6

(b)
competes with Telstra or provides products or services that are the same as or similar to those included in the
Telecommunications Category,
and includes, without limitation, 9MSN, News Limited, Yahoo!7, Google, Channel Ten, Fairfax Media Limited, Australian
Broadcasting Corporation and APN News & Media Limited.
Term means the Initial Term and any Further Term.
VMC Brand Materials means any trade marks, logos, designs, or other content owned by VMC and provided to Telstra under this
Agreement.
VMC Commission has the meaning set out in clause 3.3(c).
VMC Content means the content and images comprising the Consumer VMC Website and includes the VMC Video Material.
VMC Medical Professional Website means the webpages of the VMC Website which are designed for, and can only be accessed
by, verified medical practitioners.
VMC Revenue Share means 50% of the Distributed Advertising Revenue.
VMC Video Material means the video content on the VMC Website.
VMC Website means the website operated by VMC currently located at the domains set out in Schedule 6 and more particularly
consisting of the Consumer VMC Website and the VMC Medical Professional Website.
1.2 References to certain general terms
Unless the contrary intention appears, a reference in this Agreement to:
(a)
(b)
(c)
(d)
(variations or replacement) a document (including this Agreement) includes any variation or replacement of it;
(clauses, annexures and schedules) a clause, annexure or schedule is a reference to a clause in or annexure or schedule to
this Agreement;
(singular includes plural) the singular includes the plural and vice versa;
(person) the word “person” includes an individual, a firm, a body corporate, a partnership, a joint venture, an unincorporated
body or association, or any Government Agency;
© Mallesons Stephen Jaques Partner Content Services Agreement 7

(e)
(f)
(g)
(h)
(i)
(dollars) Australian dollars, dollars, A$ or $ is a reference to the lawful currency of Australia;
( calculation of time ) a period of time dating from a given day or the day of an act or event, is to be calculated exclusive of
that day;
(reference to a day) a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later;
(meaning not limited) the words “including”, “for example” or “such as” when introducing an example, does not limit the
meaning of the words to which the example relates to that example or examples of a similar kind; and
(time of day) time is a reference to Sydney time.
1.3 Headings
Headings (including those in brackets at the beginning of paragraphs) are for convenience only and do not affect the interpretation of
this Agreement.
2 Rights and obligations
2.1 Telstra’s Rights & Obligations
During the Term, Telstra:
(a)
(b)
(c)
(d)
must place a link to the Consumer VMC Website via a button on the BigPond Website homepage (“ BigPond Health
Button ”);
has the exclusive right to sell, or have its Related Entity Sensis Pty Ltd (Sensis MediaSmart) sell, all advertising inventory on
the Consumer VMC Website in accordance with clause 3; and
must provide an account manager at Sensis MediaSmart who will sell health advertising and sponsorship for the Consumer
VMC Website, and attend a monthly meeting with a representative of VMC to monitor advertising sales performance on the
Consumer VMC Website;
must provide unmetered access to the Consumer VMC Website for BigPond members;
© Mallesons Stephen Jaques Partner Content Services Agreement 8

(e)
may stream, or make available for temporary download, the VMC Video Material owned by VMC via the BigPond Website
or the BigPond WAP Portal, and in exercising this right, Telstra may:
(i)
(ii)
in its absolute discretion, give away the VMC Video Material owned by VMC or charge customers fees to view,
access or otherwise view the VMC Video Material owned by VMC; and/or
sell advertising for associated exhibition with the VMC Video Material owned by VMC;
(f)
(g)
(h)
may use, in all forms of media, the VMC Brand Materials and the VMC Content, for the purposes of marketing the
Consumer VMC Website and/or the BigPond Health Button;
must promote the Consumer VMC Website and/or the BigPond Health Button on the BigPond Website;
must use reasonable endeavours to promote the Consumer VMC Website and/or the BigPond Health Button through other
Telstra channels.
2.2 VMC’s Rights & Obligations
During the Term, VMC must:
(a)
(b)
(c)
(d)
(e)
develop, design, construct, host, support and maintain the VMC Website;
source and publish all VMC Content;
provide a point of contact at VMC to work with Telstra’s network advertising team to develop integrated advertising
products on the VMC website and revise site layout and design to maximise advertising opportunities as appropriate;
ensure that the operation and hosting of the Consumer VMC Website is uninterrupted and free from errors and material
defects;
provide the Service and run the Consumer VMC Website in accordance with the Service Levels;
© Mallesons Stephen Jaques Partner Content Services Agreement 9

(f)
(g)
(h)
(i)
(j)
(k)
(l)
(m)
(n)
(o)
perform its obligations under this Agreement to a consistently high standard and in accordance with any applicable industry
accepted codes of practice using appropriately qualified and trained personnel and due care, skill and diligence;
provide the Service to BigPond Users at a high standard of quality, functionality, speed and efficiency that is no less than the
standards of service which Telstra provides to BigPond Users, and VMC shall achieve or exceed the Service Levels;
give Telstra, on reasonable notice, full, free and safe access and assistance to carry out tests of the VMC Website from time
to time;
co-brand the Consumer VMC Website as a BigPond/VMC site by including on each page of the Consumer VMC Website,
the BP Header and Footer;
carry out changes to the Consumer VMC Website as requested by Telstra from time to time as soon as reasonably practicable
following Tesltra’s request for such change;
ensure that any user of the VMC Medical Professional Website or Consumer VMC Website is legally eligible for
participation and has agreed to the applicable registration terms and the VMC privacy policy prior to using those sites;
the BP Header and Footer shall be fully functional and allow users of the VMC Website to navigate to destinations via the
tabs on the BP Header and Footer.
obtain prior written approval from Telstra to all marketing material;
comply with all applicable laws, regulations and industry codes in relation to the Service, VMC Website, the VMC Content
and when performing its obligations under this Agreement;
ensure that it and its employees, directors, agents and contractors do not engage in any conduct that is likely (in Telstra’s
reasonable opinion) to harm the name or reputation of Telstra, or any Related Entity of Telstra, or may bring Telstra, any
related Entity of Telstra, the BigPond brand, or the VMC Website into disrepute;
© Mallesons Stephen Jaques Partner Content Services Agreement 10

(p)
(q)
ensure that it has and continues to have, for the duration of the Term, all necessary licences and approvals (whether
regulatory or otherwise) to provide the Service and the VMC Website; and
place any Omniture and AC Neilson tracking code provided by Telstra on each page of the Consumer VMC Website.
2.3 Reporting and review
(a)
(b)
VMC will provide monthly reports to Telstra within 7 days of the end of each month setting out VMC’s performance against
each of the Service Levels in the previous month as set out in Schedule 1.
The parties will meet regularly and no less than once per quarter to discuss the performance of their obligations under this
Agreement.
3 Advertising Services
3.1 To be provided by Sensis MediaSmart
VMC acknowledges that, during the Term, Telstra’s Related Entity, Sensis Pty Limited, shall be the exclusive provider of advertising
services to the VMC Website (“ Advertising Services ”) in accordance with the Site Representation Agreement.
3.2 Advertising Revenue
As set out in the Site Representation Agreement, each month, the Net Advertising Revenue (as defined in the SRA) for that month,
less the Commission (as defined in the SRA) (the “ Distributed Advertising Revenue” ) shall be paid directly to Telstra and Telstra
shall pay VMC its share of the Distributed Advertising Revenue as set out in clause 4.2(b) or 4.2(c).
3.3 Existing Advertisers
XXXXXXXXX
(a) Telstra acknowledges that VMC has an existing relationship with XXXXXXXX (“ Existing Advertiser ”).
(b)
During the Term, advertising for the Existing Advertiser shall be booked and served directly through VMC and, each month,
Telstra will invoice the Existing Advertiser for advertising fees payable (as notified by VMC to Telstra from time to time).
© Mallesons Stephen Jaques Partner Content Services Agreement 11

(c) Subject to clause 3.3(g) Telstra shall pay VMC XXX of the amount it receives from the Existing Advertiser under clause 3.3
(b) as commission for booking and serving the advertising (“ VMC Commission ”) and the remaining amount received
under clause 3.3(b) shall be shared equally between VMC and Telstra (“ Existing Advertiser Revenue Share ”). Any VMC
Commission and Existing Advertiser Revenue Share payable to VMC shall be paid by Telstra on a monthly basis in
accordance with clause 4.2.
(d)
(e)
(f)
(g)
VMC must provide to Telstra a schedule setting out the advertising deal agreed with Existing Advertiser for the first year of
the Term, including the advertising positions booked and the advertising fees to be charged for those positions (“ Year One
Ad Deal ”).
The account manager at Sensis Media Smart will endeavour to grow and evolve the relationship with Existing Advertiser.
Upon renewal or extension of the Year One Deal, if Existing Advertiser books the same advertising positions as per the Year
One Ad Deal (even if for a higher price), then the revenue from such ad sales shall be dealt with in accordance with clause
3.3(c).
Upon renewal or extension of the Year One Ad Deal, if Existing Advertiser books additional advertising positions over and
above those contained in the Year One Ad Deal, (“ Additional Advertising ”), such Additional Advertising shall be booked
through Sensis Media Smart and the revenue from such Additional Advertising shall be dealt with in accordance with clause
3.2.
XXXXXXXXX
(h)
(i)
Telstra acknowledges that VMC has an existing relationship with XXXXXXX which VMC shall book and manage itself.
Subject to clause 3.3(k), during the Term, any revenue flowing from XXXX XXXXX advertising on the VMC website shall
belong exclusively to VMC.
VMC must, prior to the Launch Date, provide to Telstra a schedule setting out the advertising deal agreed with XXXXXXX
for the first year of the Term, including the advertising positions booked and the advertising fees to be charged for those
positions (“ XXXXXXXXX Deal ”).
© Mallesons Stephen Jaques Partner Content Services Agreement 12

(j)
(k)
Upon renewal or extension of the XXXXXXXXX Deal, if XXXXXXX books the same advertising positions as per the
XXXXXXX Deal (even if for a higher price), then the revenue from such ad sales shall be dealt with in accordance with
clause 3.3(h).
Upon renewal or extension of the XXXXXXXXXXXXXX if XXXXXXX books additional advertising positions over and
above those contained in the XXXXXXX Deal, (“ Additional XXXXXXX Advertising ”), such Additional XXXXXXX
Advertising shall be booked through Sensis Media Smart and the revenue from such Additional Advertising shall be dealt
with in accordance with clause 3.2
4 Fees and Reporting
4.1 Commencement of payment obligations
Telstra shall not be liable to pay any fees in respect of the period prior to the Launch Date.
4.2 Monthly Payments
(a)
(b)
Each month, Telstra shall calculate the Revenue Share for that month, and add it to the Cumulative Amount Paid (together,
the “ Total Amount” ).
In a given month, if the Total Amount does not equal the Cumulative Minimum Guarantee Amount for that month, Telstra
shall pay to VMC:
(i)
the Revenue Share for that month; plus
(ii) the difference between the Total Amount and the Cumulative Minimum Guarantee Amount for that month (“
Minimum Guarantee Uplift ”); plus
(iii)
any VMC Commission payable
© Mallesons Stephen Jaques Partner Content Services Agreement 13

less
(iv)
any Service Level Rebate due for that month.
(c)
If the Total Amount exceeds the Cumulative Minimum Guarantee Amount for that month, Telstra shall pay to VMC:
(i)
(ii)
the Revenue Share for that month; plus
any VMC Commission payable;
less
(iii)
any Service Level Rebate due for that month.
4.3 Payment method
(a)
Telstra shall, within 30 days of the end of each calendar month:
(i)
provide to VMC a report (“ Report ”) which sets out:
(A)
(B)
(C)
(D)
(E)
(F)
the Existing Advertiser Revenue Share payable for the previous month;
the VMC Commission payable for the previous month;
the VMC Revenue Share for the previous month;
a statement of the Cumulative Amount Paid;
any Minimum Guarantee Uplift payable for the previous month; and
any Service Level Rebates that are due; and
(ii)
(iii)
provide to VMC a recipient created tax invoice (“ RCTI ”) setting out the amount payable by Telstra to VMC for
the preceding month pursuant to clause 4.2; and
pay to VMC the amount set out in the RCTI.
(b)
If VMC disputes an amount in an RCTI in good faith, within 30 days of the date of the RCTI, VMC must give Telstra a
notice of dispute in respect of the disputed amount, in which case clause 13 will apply.
© Mallesons Stephen Jaques Partner Content Services Agreement 14

5 Goods and services tax (GST)
5.1 Consideration does not include GST
The consideration specified in this Agreement does not include any amount for GST.
5.2 Recovery of GST
If a supply under this Agreement is subject to GST, the recipient must pay to the supplier an additional amount equal to the amount of
the consideration multiplied by the applicable GST rate.
5.3 Time of payment
The additional amount is payable at the same time as the consideration for the supply is payable or is to be provided. However, the
additional amount need not be paid until the supplier gives the recipient a Tax Invoice.
5.4 Adjustment of additional amount
If the additional amount differs from the amount of GST payable by the supplier, the parties must adjust the additional amount.
5.5 Reimbursement
If a party is entitled to be reimbursed or indemnified under this Agreement, the amount to be reimbursed or indemnified does not
include any amount for GST for which the party is entitled to an Input Tax Credit.
6 Intellectual Property Rights
6.1 Telstra
(a)
(b)
Telstra warrants that it or its licensors own all Intellectual Property Rights in and to the BigPond Website and Telstra Brand
Materials and any modifications made to the BigPond Website or Telstra Brand Materials.
Telstra grants VMC the non-exclusive, royalty-free, irrevocable licence during the Term to use, reproduce and communicate to
the public the Telstra Brand Materials solely for the purpose of complying with VMC’s obligations under this Agreement.
© Mallesons Stephen Jaques Partner Content Services Agreement 15

(c)
VMC shall use the Telstra Brand Materials only in compliance with Telstra’s Brand Guidelines, and must obtain prior written
approval from Telstra in each instance.
6.2 VMC
(a)
(b)
(c)
(d)
VMC must obtain or procure at its own cost, all licences and consents from third parties, to provide the VMC Content to
customers without infringing any laws or other rights (including Intellectual Property Rights or moral rights) of any person.
VMC must ensure that each person involved in creating all or any part of the VMC Content and each person whose
performance is recorded in any VMC Content irrevocably waives any and all moral rights they have in each copyright work or
other subject matter comprised in the VMC Content and consents to their use on the VMC Website.
VMC or its licensors own all Intellectual Property Rights in and to the VMC Website, the VMC Content and the VMC Brand
Materials, and any modifications made to the VMC Website, VMC Content or VMC Brand Materials.
VMC grants Telstra a non-exclusive, royalty-free, irrevocable licence during the Term in Australia to use, reproduce, modify,
repurpose and communicate to the public:
(i)
(ii)
the VMC Brand Materials; and
the VMC Content,
6.3 Infringement Claims
solely for the purposes set out in this Agreement.
(a)
(b)
VMC must notify Telstra in writing immediately if it receives any Infringement Claim.
VMC must:
(i)
(ii)
unless otherwise notified by Telstra, conduct the defence of any Infringement Claim;
as soon as reasonably practicable consult with Telstra about the Infringement Claim; and
© Mallesons Stephen Jaques Partner Content Services Agreement 16

(iii)
not agree to any settlement of an Infringement Claim without Telstra’s consent.
(c)
(d)
(e)
(f)
If reasonably requested by VMC, Telstra must co-operate, at VMC’s cost, in the VMC’s conduct of the defence of an
Infringement Claim.
If VMC does not use its reasonable endeavours to comply with its obligations under clause 6.3(b), without limiting Telstra's
other rights or remedies under this agreement or otherwise Telstra may, at VMC’s cost, conduct the defence of an Infringement
Claim.
If Telstra exercises its rights under clause 6.3(d), VMC must provide Telstra, at VMC’s cost, all reasonable assistance required
by Telstra and, if requested in writing by Telstra, must lend its name to Telstra for the purpose of conducting any such defence.
Without limiting Telstra’s other rights or remedies under this agreement or otherwise, if an Infringement Claim occurs, Telstra
may:
(i)
require VMC promptly and at the VMC’s cost to:
(A)
(B)
(C)
modify the Service, VMC Content, VMC Website, VMC Brand Materials or other material that is the subject
of the claim (‘ Infringing Material ’) to circumvent the claim;
obtain for Telstra and its sub licensees the right to continue to use the Service, VMC Content, and VMC
Brand Materials; and/or
replace the Infringing Material with other content or material acceptable to Telstra; or
(ii)
terminate this Agreement on 10 Business Days’ written notice to VMC.
© Mallesons Stephen Jaques Partner Content Services Agreement 17

7 Representations and warranties
7.1 VMC
VMC warrants that:
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
it has the power to enter into this Agreement and the rights necessary to grant the rights conferred by it under this Agreement
and perform its obligations under this Agreement;
it will perform its obligations under this Agreement with due care and skill and in accordance with all applicable laws and
regulations;
it has obtained all necessary licences to use or reproduce any third party owned intellectual property on the VMC Wesbite, and
it will not use or reproduce any third party intellectual property on the VMC Website without first obtaining all necessary
licences to do so.
the entry into and performance of this Agreement will not breach any other agreement to which it is a party or any obligations
it owes to a third party;
all information provided by it to Telstra pertaining to the VMC Website, and in particular, user statistics, is true, accurate and
not misleading;
all claims on the “Advertise with us” section of the VMC Website are, and will remain, true accurate and not misleading;
the exercise by Telstra of rights in relation to, or use of, the Service, VMC Website, VMC Brand Materials and VMC Content
as contemplated under this Agreement will not breach any law or infringe the rights (including intellectual property rights)of,
or duties owed to, any person whether under statute, common law or otherwise;
the VMC Website and all current and future VMC Content:
(i)
(ii)
(iii)
(iv)
(v)
is, and will continue to be, of a standard at least equivalent to current industry standards and practices for internet
content;
is, and will continue to be, fit for purpose;
complies and conforms with, and will continue to comply and conform with, all applicable laws, regulations and
industry codes;
do not infringe the rights of third parties;
do not contain objectionable, defamatory or pornographic material;
© Mallesons Stephen Jaques Partner Content Services Agreement 18

(i)
(j)
(k)
(l)
any current or future listings of health professionals on the VMC Website will not breach any applicable laws, regulations or
codes, including, without limitation, the Medical Practice Act 1992 (NSW), NSW Medical Board Code of Professional
Conduct, Health Professions Registration Act 2005 (Vic), Medical Practitioners Registration Act 1996 (TAS), Medical
Practice Act (SA), Medical Practitioners Act 2008 (WA), and Australian Medical Code of Ethics;
any current or future listings of, or advertisements for, therapeutic goods on the VMC Website will apply with all applicable
laws, regulations, and industry codes, including without limitation, including, without limitation, the Therapeutic Goods
Advertising Code 2007, the Therapeutic Goods Act 1989 (Cth), the Therapeutic Goods Regulations 1990 (Cth) and the
Medicines Australia Code of Conduct and Guidelines;
it is not aware of any claim, actual or threatened, in relation to the VMC Website, VMC Brand Materials or VMC Content
(including a claim that these materials infringe a person’s Intellectual Property Rights) and has no grounds to suspect that such
a claim will or might be made;
it has obtained the consent of each person (or in the case of children, the consent of their parent or guardian) appearing in any
video or photograph on the VMC Website, to:
(i)
(ii)
the photograph being taken, or the video being recorded; and
publication of the video or photograph on the VMC Website;
(m)
prior to the publication of any videos or photographs of any person on the VMC Website, VMC shall obtain the consent of
each participant (and in the case of children, the consent of their parent or guardian) to:
(i)
(ii)
the photograph being taken, or the video being recorded; and
publication of the video or photograph on the VMC Website.
© Mallesons Stephen Jaques Partner Content Services Agreement 19

7.2 Telstra
Telstra warrants that:
(a)
(b)
(c)
(d)
it has the power to enter into this Agreement and grant the rights conferred by it under this Agreement and perform its
obligations under this Agreement;
it will perform its obligations under this Agreement with due care and skill and in accordance with all applicable laws;
the entry into and performance of this Agreement will not breach any other agreement to which it is a party or any obligations
it owes to a third party; and
the inclusion and use by VMC of the Telstra Brand Materials on the Consumer VMC Website will not infringe the rights of
any third parties.
8 Indemnity & Insurance
8.1 Indemnity
VMC indemnifies Telstra, Telstra's Related Entities and their Representatives (“ Indemnified Persons ”) against any loss, damage,
liability and expense (including on a full indemnity basis all legal, defence and settlement costs) (“ Loss” ) suffered or incurred by any
of the Indemnified Persons arising from or in connection with:
(a)
(b)
(c)
(d)
(e)
any unlawful, wilful, fraudulent or negligent act or omission of VMC or its Representatives;
any claims for loss or damages arising from the use by a consumer of any information obtained from the VMC Website;
any injury to or death of any person, or any loss of or damage to the tangible property, real or personal of Telstra, its Related
Entities, or a third party;
any breach of clause 9.3(a);
any breach of a warranty in clause 7.1 or any Infringement Claim,
except to the extent that any Loss is caused by Telstra’s negligence.
© Mallesons Stephen Jaques Partner Content Services Agreement 20

8.2 Insurance
(a)
(b)
(c)
VMC must, at its cost, take out and maintain the Insurance Policies.
VMC must provide Telstra with certificates of insurance for the Insurance Policies.
VMC must comply with all of the terms of the Insurance Policies taken out by VMC pursuant to clause 8.2(a).
9 VMC Member Information & Privacy
9.1 Ownership of member information
(a)
(b)
(c)
All Member Information collected through the Consumer VMC Website shall belong to VMC.
VMC shall include in the registration process an “opt in” tick box which requests consent from users to Telstra sending them
marketing material. A user who consents to receiving marketing material from Telstra shall be called an “Opted-in User”.
VMC will also include in its privacy policy:
(i)
(ii)
a statement that Telstra will treat the Personal Information of Opted-in Users in accordance with its privacy policy;
and
a link to Telstra’s privacy policy currently located at http://www.telstra.com.au/privacy/privacy_statement.html.
(d)
VMC shall, at Telstra’s request, provide to Telstra the details of all Opted-in Users.
9.2 Consent to display
(a)
Where videos or photographs of individuals appear on the VMC Website, VMC shall obtain the consent of each participant
(and in the case of children, the consent of their parent or guardian):
(i)
(ii)
to be videoed or photographed; and
for such videos or photographs to be posted on the VMC Website.
© Mallesons Stephen Jaques Partner Content Services Agreement 21

9.3 Compliance with privacy laws
VMC shall, during the Term:
(a)
(b)
(c)
comply with all Privacy Laws in relation to collection, use, storage and disclosure of any Personal Information or Sensitive
Information, whether or not VMC is an organisation bound by the Privacy Act;
if VMC is a small business operator under the Privacy Act, choose to be treated as an organisation bound by the Privacy Act
under section 6EA of the Privacy Act during the term of this agreement; and
immediately notify Telstra if VMC becomes aware of any breach or alleged breach of VMC’s obligations under this clause and
comply with any reasonable direction from Telstra with respect to remedying that breach.
10 Exclusivity
10.1 No duplication of VMC Content online or on mobile
(a)
Subject to clause 10.2, VMC shall not, without Telstra’s prior written consent:
(i)
(ii)
enter into any agreements or arrangements with any Telstra Competitor in relation to the VMC Website, the VMC
Content or any part of, or variation to, the VMC Content (“ Adapted VMC Content ”); or
other than as set out in this Agreement, publish or allow to be published, the VMC Content or any Adapted VMC
Content on any website other than the VMC Website.
10.2 Exception
VMC shall be permitted to license the VMC Content and/or Adapted VMC Content to internet sites which are run by not-for-profit
organisations, provided that:
(a)
(b)
VMC shall not receive any commercial benefit for supplying the content; and
VMC must first obtained Telstra’s written consent (which shall not be unreasonably withheld).
© Mallesons Stephen Jaques Partner Content Services Agreement 22

11 Future Option
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
12 Confidentiality
12.1 Public announcements
Neither party may make an announcement of any of the details in this Agreement without the other party’s prior consent.
12.2 Confidentiality
Each party agrees not to disclose information provided by any other party that is not publicly available except:
(a)
(b)
(c)
to officers, employees, legal and other advisers and auditors of any party; or
with the consent of the party who provided the information; or
as allowed or required by any law or stock exchange.
Each party consents to disclosures made in accordance with this clause. This clause survives termination of this Agreement.
13 Dispute Resolution
13.1 Injunctive or interim relief
Nothing in this clause prevents a party seeking urgent injunctive or similar interim relief from a court.
13.2 Initial attempt at resolution
(a)
As quickly as practicable after a Dispute arises, each party agree that it will make available a suitably qualified and
experienced representative, who is properly authorised to resolve the Dispute, to meet with the other side’s representative to
resolve the Dispute.
© Mallesons Stephen Jaques Partner Content Services Agreement 23

(b)
(c)
Each party agrees that they will act in good faith in attempting to resolve any Dispute.
If the Dispute is not resolved within 14 days after the initial meeting of the parties’ representatives, the parties agree that they
will proceed to mediation in accordance with the remainder of this clause 13.
13.3 Mediation
The Dispute must be submitted to mediation in accordance with the Guidelines for Commercial Mediation of the Australian
Commercial Disputes Centre Limited (“ ACDC ”). The mediation is to be conducted in Sydney.
13.4 Appointment of mediator
The parties will agree on the appointment of mediator. If the parties do not agree on the mediator to be appointed within 14 days of
either party referring the Dispute to mediation, then the mediator is to be appointed by ACDC in accordance with the ACDC Guidelines
for Commercial Mediation.
13.5 Termination of mediation
The mediation process will terminate within 30 days of the appointment of the mediator, upon which either party will be entitled to
commence court proceedings in relation to the Dispute.
14 Term and termination
14.1 Initial Term
This Agreement commences on the date it is executed by both parties and will continue for 3 years from the Launch Date (“ Initial
Term ”) unless terminated earlier in accordance with the terms of this Agreement.
14.2 Option to Renew
On expiry of the Initial Term, Telstra may elect to renew this Agreement on the same terms for a further 3 year term (“ Further Term
”) by notifying VMC in writing no later than 30 days before the expiry of the Initial Term.
© Mallesons Stephen Jaques Partner Content Services Agreement 24

14.3 Either party’s right to terminate
(a)
Either party may terminate this Agreement immediately if:
(i)
(ii)
(iii)
(iv)
the other party breaches a term of this Agreement that is capable of being remedied, and that breach is not remedied
within 21 days of written notice from the first mentioned party specifying the breach and requiring its remedy;
the other party breaches a material term of this Agreement that is not capable of being remedied;
entitled to do so pursuant to clause 15(c); or
the other party becomes Insolvent.
14.4 Telstra’s right to terminate
(a)
Telstra may terminate this Agreement:
(i)
(ii)
(iii)
immediately if VMC breaches any of its obligations in clause 9.2 or 2.2(o);
immediately if VMC breaches the SRA;
immediately if a material change in ownership or control of VMC occurs which in the reasonable opinion of Telstra:
(A)
(B)
(C)
adversely affects Telstra's rights;
adversely affects VMC’s ability to perform its obligations under agreement; or
is otherwise contrary to Telstra's interests;
(iv)
in accordance with clauses 6.3(f)(ii);
(v) on 14 days written notice if VMC causes a material breach of this Agreement pursuant to Schedule 1, paragraph 5.2;
or
(vi)
without cause, on 90 days written notice to VMC.
14.5 Consequences of termination
If this Agreement is terminated:
(a)
VMC must promptly cease using the Telstra Brand Materials on the VMC Website;
© Mallesons Stephen Jaques Partner Content Services Agreement 25

(b)
(c)
(d)
(e)
(f)
VMC must promptly remove all references to Telstra or BigPond on the VMC Website;
Telstra must promptly cease using the VMC Brand Materials on the BigPond Website;
Telstra must promptly remove all references to VMC on the BigPond homepage; and
however caused, the termination is without prejudice to any rights or liabilities of the parties which had accrued as at the time
of termination.
Unless terminated in accordance with clause 14.4(a)(vi), following termination of this Agreement, Telstra shall be entitled to
50% of the Distributed Advertising Revenue for any Undelivered Advertisements (as defined in the SRA).
15 Force Majeure
(a)
(b)
If a party is unable to perform or is delayed in performing an obligation under this agreement (other than an obligation to pay
money), because of an event beyond that party’s reasonable control ( Force Majeure Event ), that obligation is suspended but
only so far and for so long as that party is affected by the Force Majeure Event and if it complies with clause 15(b).
If a Force Majeure Event occurs, the non-performing party must:
(i)
(ii)
(iii)
promptly give the other party notice of the event and an estimate of the non-performance and delay;
take all reasonable steps to overcome the effects of the event (but this does not require the settlement of industrial
disputes or other claims on unreasonable terms); and
resume compliance as soon as practicable after the event no longer affects either party.
(c)
(d)
If a Force Majeure Event occurs and continues for more than 30 days, either party may terminate this agreement.
The non-performing party may only terminate this agreement under clause 15(c) if it has complied with clause 15(b).
© Mallesons Stephen Jaques Partner Content Services Agreement 26

16 Notices and other communications
16.1 Form
Unless expressly stated otherwise in this Agreement, all notices, certificates, consents, approvals, waivers and other communications in
connection with this Agreement must be in writing, signed by the sender (if an individual) or an authorised officer of the sender and
marked for the attention of the person identified in the Details or, if the recipient has notified otherwise, then marked for attention in the
way last notified. Communications sent by email are taken to be signed by the named sender.
16.2 Delivery
Communications must be:
(a)
(b)
(c)
(d)
left at the address set out or referred to in the Details; or
sent by prepaid ordinary post (airmail if appropriate) to the address set out or referred to in the Details; or
sent by fax to the fax number set out or referred to in the Details; or
sent by email to the address set out or referred to in the Details.
However, if the intended recipient has notified a changed address, fax number or email address, then communications must be to that
address, fax number or email address.
16.3 When taken to be received
Communications are taken to be received:
(a)
(b)
(c)
if sent by post, three days after posting (or seven days after posting if sent from one country to another); or
if sent by fax, at the time shown in the transmission report as the time that the whole fax was sent; or
if sent by email;
(i)
when the sender receives an automated message confirming delivery; or
© Mallesons Stephen Jaques Partner Content Services Agreement 27

(ii)
four hours after the time sent (as recorded on the device from which the sender sent the email) unless the sender
receives an automated message that the email has not been delivered,
whichever happens first.
17 General
17.1 Assignment
Neither party may assign or otherwise deal with its rights under this Agreement, or allow any interest in them to arise or be varied in
each case, without the consent of the other party .
17.2 Discretion in exercising rights
A party may exercise a right or remedy or give or refuse its consent in any way it considers appropriate (including by imposing
conditions), unless this Agreement expressly states otherwise.
17.3 Partial exercising of rights
If a party does not exercise a right or remedy fully or at a given time, the party may still exercise it later.
17.4 No liability for loss
A party is not liable for loss caused by the exercise or attempted exercise of, failure to exercise, or delay in exercising a right or remedy
under this Agreement.
17.5 Remedies cumulative
The rights and remedies provided in this Agreement are in addition to other rights and remedies given by law independently of this
Agreement.
17.6 Variation and waiver
A provision of this Agreement or a right created under it, may not be waived or varied except in writing, signed by the party or parties
to be bound.
17.7 Construction
No rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of, or seeks to rely
on, this Agreement or any part of it.
© Mallesons Stephen Jaques Partner Content Services Agreement 28

17.8 Counterparts
This Agreement may be executed in counterparts. All counterparts when taken together are to be taken to constitute one instrument.
17.9 No partnership or agency
Nothing contained or implied in this Agreement constitutes a party the partner, agent, or legal representative of another party for any
purpose or creates any partnership, agency or trust, and no party has any authority to bind another party in any way.
17.10 Severability
If the whole or any part of a provision of this Agreement is void, unenforceable or illegal in a jurisdiction it is severed for that
jurisdiction. The remainder of this Agreement has full force and effect and the validity or enforceability of that provision in any other
jurisdiction is not affected. This clause has no effect if the severance alters the basic nature of this Agreement or is contrary to public
policy.
17.11 Entire agreement
This Agreement constitutes the entire agreement of the parties about its subject matter and supersedes all previous agreements,
understandings and negotiations on that subject matter.
17.12 Jurisdiction
This Agreement is governed by the law of the place specified in the Details. The parties submit to the non-exclusive jurisdiction of the
courts in that location.
© Mallesons Stephen Jaques Partner Content Services Agreement 29

Signing page
DATED:______________________
SIGNED by
as authorised representative for
TELSTRA CORPORATION LIMITED
in the presence of:
Signature of witness ) By executing this agreement the
) signatory warrants that the signatory is
Name of witness (block letters) ) duly authorised to execute this
) agreement on behalf of TELSTRA
CORPORATION LIMITED
)
)
)
)
)
)
)
)
)
)
Date
© Mallesons Stephen Jaques Partner Content Services Agreement 30

SIGNED by
as authorised representative for
VIRTUAL MEDICAL CENTRE LTD
in the presence of:
Signature of witness ) By executing this agreement the
) signatory warrants that the signatory
) is duly authorised to execute this
) agreement on behalf of VIRTUAL
Name of witness (block letters)
MEDICAL CENTRE LTD.
)
)
)
)
)
)
)
)
)
)
Date
© Mallesons Stephen Jaques Partner Content Services Agreement 31

Code of Ethics for
Principal Executive Officers and Senior Financial Officers
The Code of Business Conduct and Ethics (the “ Code ” ) of Virtual Medical Centre, Inc. ( “ VMC ” or the “ Company ” ) sets forth the ethical
foundations for all Company activities and relationships. The Code governs legal compliance, conflicts of interest, and other Company policies
and applies to all employees, officers and directors. In addition to their obligations under the Code, the Company’s Board of Directors (the “
Board ”) has adopted the following Code of Ethics to apply to the Company’s Chief Executive Officer, Chief Financial Officer, and other senior
executive and financial officers (collectively, the “ Senior Officers ”) .
1. Every Senior Officer is expected and required to act with integrity. Integrity requires, among other things, being honest and candid. As
with all Company employees, Senior Officers shall act ethically in all endeavors and always exercise the best judgment.
2. Senior Officers must strive to comply with both the letter and the spirit of all applicable laws, rules, regulations, codes, and standards of
ethics, including insider trading laws. Transactions in VMC securities are governed by the Company’s Insider Trading and Information
Disclosure Policy Statement, in addition to our Code.
3. Senior Officers are responsible for the full, fair, accurate, timely, and understandable disclosure in all reports and documents filed,
furnished, or submitted by the Company to the Securities and Exchange Commission, as well as in all other public communications
made by the Company. This includes any disclosures made to any federal or state authority, stock market, shareholders, employees and
the general public. The Company’s accounting and corporate records must be maintained in a manner consistent with all applicable
laws, and all records must accurately reflect the underlying information or transactions and must not contain any false or misleading
entries. All accounting and corporate records are subject to both internal and external audits, and full cooperation is expected with
respect to any audit that may be conducted.
4. In the performance of their duties, Senior Officers are prohibited from knowingly misrepresenting facts. Senior Officers will be
considered to have knowingly misrepresented facts if they knowingly (i) make, or permit or direct another to make, materially false or
misleading entries in an entity’s financial statements or records, (ii) fail to correct materially false and misleading financial statements
or records, (iii) sign, or permit another to sign, a document containing materially false and misleading information or (iv) falsely
respond, or fail to respond, to specific inquiries of the Company’s external auditors.
5. Senior Officers are responsible for establishing and maintaining the Company’s system of internal financial controls and procedures to
ensure that financial information is properly recorded, processed and transmitted. Furthermore, Senior Officers are responsible for
following and upholding this Code of Ethics. A Senior Officer shall promptly the full Board of Directors, with any information he or
she may have concerning:
a. Any weakness or deficiency in the Company’s internal controls or procedures which would or could reasonably be expected to
adversely affect the Company’s ability to record, process, summarize, report, collect or account for financial data;
b. Any fraud, regardless of severity or materiality, that involves management or other employees who have a major role in the
Company’s financial reporting, internal controls or disclosures;
c. Any violation of federal or state securities law or any other law, rule, or regulation applicable to the Company and its
operations, by the Company or any employee, officer, director, consultant, contractor or agent;
d. Any unethical, dishonest, or illegal behavior or actions which violate the Code, this Code of Ethics, or other Company policy
involving any employee, director, or officer with a significant role in the Company’s financial reporting, disclosures or internal
controls;

e. Any violation of the Code or this Code of Ethics by a Senior Officer; and
f. Any violation of the Code or this Code of Ethics regarding an actual or apparent conflict of interest.
6. The Company will not allow any retaliation against a director, officer or employee who acts in good faith in reporting any such
violation or suspected violation.
7. Senior Officers must avoid conflicts of interest. At no point should a Senior Officer directly or indirectly compete with the Company,
either in a public or private manner. No Senior Officer shall permit a Company business transaction to be influenced, or even appear to
be influenced, by personal, family or other private interests. No Senior Officer shall disrupt any existing or proposed Company business
or contractual relationship, nor shall any Senior Officer engage in activities or conduct contrary to the best interests of the Company and
its stockholders. Senior Officers may not receive gifts that may influence or appear to influence their actions and duties for the
Company nor compensation for work for the Company from non-Company sources. Senior Officers may not use Company resources
for non-incidental personal use.
8. Senior Officers must maintain the confidentiality of all information about the Company, regardless of the source. Confidential
information, for the purposes of this Code of Ethics, includes all non-public information relating to the Company, its business,
operations, financial information, technology and other intellectual assets, customers, partners, suppliers and stockholders.
9. The Board of Directors, or its designated agents, has the responsibility for determining the appropriate remedial, disciplinary and other
actions to be taken in the event of a violation of this Code of Ethics by a Senior Officer. In determining the action appropriate for a
particular case, the Board of Directors or its designees shall consider all relevant information, including the circumstances surrounding
the violation, the nature and severity of the violation, whether the violation appears to be intentional, whether the individual in question
had been advised prior to the violation as to the proper course of action to be taken under this Code of Ethics, and whether the violator
is a repeat offender under this Code of Ethics.
10. Senior Officers should promote ethical behavior and foster a culture of ethical compliance. Officers should encourage an environment
in which the Company:
a. Fosters communication between employees, managers and senior management about the best courses of action in a particular
situation;
b. Encourages employees to report any violations of laws, rules and regulations to appropriate personnel; and
c. Prohibits retaliation by any employee, manager, officer or director in response to a report of a violation made in good faith.
11. No waivers of any provision of this Code may be made except by the Board of Directors. Only the Board of Directors may amend this
Code. Any waiver or amendment shall be reported as required by law or regulation. You understand that any violation of this Code can
lead to disciplinary action including termination.
Adopted and approved by the Board of Directors on October 12, 2010.
Wayne Hughes
Managing Director

CERTIFICATION
Exhibit 31.1
I, Wayne Hughes, Chief Executive Officer, of VIRTUAL MEDICAL CENTRE, INC., certify that:
1. I have reviewed this Annual Report on Form 10-K of VIRTUAL MEDICAL CENTRE, INC.;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
4. The Company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the Company and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the Company, including its subsidiaries, if any, is made known to us
by others within those entities, if any, particularly during the period in which this annual report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and
d) disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the
Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5. The Company’s other certifying officers and I have disclosed, based on our most recent evaluation, to the Company’s auditors and the
audit committee of Company’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting
which could adversely affect the Company’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the
Company’s internal controls over financial reporting.
Date: October 13, 2010
/s/ Wayne Hughes
Wayne Hughes
Chief Executive Officer

CERTIFICATION
Exhibit 31.2
I, Stuart Usher, Chief Financial Officer, of VIRTUAL MEDICAL CENTRE, INC., certify that:
1. I have reviewed this Annual Report on Form 10-K of VIRTUAL MEDICAL CENTRE, INC.;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in
this annual report;
4. The Company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the Company and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the Company, including its subsidiaries, if any, is made known to us
by others within those entities, if any, particularly during the period in which this annual report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation.
d) disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the
Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The Company’s other certifying officers and I have disclosed, based on our most recent evaluation, to the Company’s auditors and the
audit committee of Company’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting
which could adversely affect the Company’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the
Company’s internal controls over financial reporting.
Date: October 13, 2010
/s/ Stuart Usher
Stuart Usher
Chief Financial Officer

EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of VIRTUAL MEDICAL CENTRE, INC. (the “Company”) on Form 10-K for the period ending
June 30, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Wayne Hughes, Chief Executive
Officer, certify, pursuant to 18 U.S.C.ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
VIRTUAL MEDICAL CENTRE, INC.
By:
/s/ Wayne Hughes
Wayne Hughes
Chief Executive Officer
Date: October 13, 2010

EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of VIRTUAL MEDICAL CENTRE, INC. (the “Company”) on Form 10-K for the period ending
June 30, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stuart Usher, Chief Financial Officer,
certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
VIRTUAL MEDICAL CENTRE, INC.
By:
/s/ Stuart Usher
Stuart Usher
Chief Financial Officer
Date: October 13, 2010