VIRTUAL MEDICAL CENTRE INC

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
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