UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
August
30, 2010 (August 24, 2010)
Date of
Report (Date of Earliest Event Reported)
VIRTUAL
MEDICAL CENTRE, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-52090
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98-0459440
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(State
or other jurisdiction
of
incorporation)
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(Commission
File No.)
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(IRS
Employer
Identification
No.)
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L1, 414
Scarborough Beach Road,
Osborne
Park, WA, Australia 6017
(Address
of principal executive offices, including zip code)
Registrant's
telephone number, including area code: +61-8-938-80344
CLIFF
ROCK RESOURCES CORP.
(Former
name or former address, if changed since last report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August
24, 2010, the board of directors of Virtual Medical Centre, Inc., a Nevada
Corporation (the “Company”) granted options to purchase an aggregate of 400,000
shares of the Company’s common stock to the Managing Director, Wayne Hughes, and
General Manager, Thomas Maher, of its wholly-owned subsidiary, Virtual Medical
Centre, Ltd., an Australian corporation (“VMC, Ltd”).
The grant
of the options to each of Mr. Hughes and Mr. Maher was in accordance with the
terms of their respective employment agreements as a result of VMC, Ltd.
reaching the following milestones:
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1.
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Options
to purchase 100,000 shares of the Company’s common stock were issued to
each of Mr. Hughes and Mr. Maher by virtue of VMC, Ltd. obtaining 25,000
subscribers to the virtualmedicalcentre.com website;
and
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2.
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Options
to purchase 100,000 shares of the Company’s common stock were issued to
each of Mr. Hughes and Mr. Maher as a result of VMC, Ltd. sustaining
300,000 unique visitors to the virtualmedicalcentre.com website over a
period of six (6) months.
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The
200,000 options granted to each of Mr. Hughes and Mr. Maher vest immediately and
expire on August 25, 2014. The options are exercisable, in whole or
in part, at AUD$0.16 ($0.143, based on the conversion rate of AU$1 to $0.8936 on
August 30, 2010) per share.
Mr.
Hughes and Mr. Maher currently serve as the Chief Executive Officer and Chief
Operating Officer, respectively, of the Company.
Item
9.01 Financial Statements and Exhibits.
Exhibit
No.
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Description
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10.1
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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)
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10.2
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Employment
Agreement between Virtual Medical Centre, Limited and Thomas
Maher (Exhibit 10.5 to our Current Report on Form 8-K filed as
with the SEC on May 28, 2010)
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned thereunto duly authorized.
Dated:
August 30, 2010
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Virtual
Medical Centre, Inc.
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By:
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/s/ Wayne Hughes | |
Name: Wayne Hughes | |||
Title: Chief
Executive Officer
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