Virtual Medical Centre (CLFR) 8-K Entry into a Material Definitive Agreement

Exhibit 99.3

VIRTUAL MEDICAL CENTRE, LTD.

CLIFF ROCK RESOURCES CORP.

INTRODUCTION TO PRO FORMA CONDENSED

COMBINED FINANCIAL STATEMENTS

(Unaudited)

The following unaudited pro-forma condensed combined financial statements give effect to the Exchange Agreement dated May 27, 2010 between Cliff Rock Resources Corp. (“Cliff Rock”) and Virtual Medical Centre, Ltd. (“VMC”).

The pro-forma condensed combined financial statements may not be indicative of what would have occurred if the transaction contemplated under the Exchange Agreement had actually occurred on the dates indicated and they should not be relied upon as an indication of future results of operations.

CLIFF ROCK RESOURCES CORP.

UNAUDITED CONDENSED COMBINED PRO FORMA BALANCE SHEET

				Virtual
	Cliff Rock			Medical										Adjusted
	Resources, Inc			Centre, LTD			Combined			ProForma				ProForma
	March 31, 2010						Totals			Adjustments			AJE	Totals
ASSETS
Current Assets:
Cash	$	9		$	184		$	193		$	-			$	193
Accounts Receivable		-			128,794			128,794			-				128,794
Inventory		-			18,428			18,428			-				18,428
Prepaid Expenses		-			-			-			-				-
Total Current Assets		9			147,406			147,415			-				147,415
Property and Equipment		-			32,279			32,279			-				32,279
Other Assets
Investment in Unconsolidated Affiliate		-			-			-			-				-
Total Other Assets		-			-			-			-				-
TOTAL ASSETS	$	9		$	179,685		$	179,694		$	-			$	179,694
LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)
Current Liabilities:
Accounts Payable and Accrued Expenses	$	82,495		$	1,072,054		$	1,154,549		$	-			$	1,154,549
Related Party Payable		71,411			-			71,411			-				71,411
Current Maturities of Notes Payable		-			29,599			29,599			-				29,599
Current maturities of Employee Benefits		-			132,844			132,844			-				132,844
Bank overdraft		-			2,988			2,988			-				2,988
Total Current Liabilities		153,906			1,237,485			1,391,391			-				1,391,391
Long-Term Liabilities:
Notes Payable		-			30,353			30,353			-				30,353
Employee Benefits		-			21,618			21,618			-				21,618
Total Long-Term Payables		-			51,971			51,971			-				51,971
Total Liabilities		153,906			1,289,456			1,443,362			-				1,443,362
Stockholders' Equity:
Preferred Stock		-			-			-			-				-
Common Stock		45,282			3,590,929			3,636,211			(32,500	)	[1]		80,983
											68,201		[2]
											(3,590,929	)	[3]
Additional Paid-in Capital		43,118			-			43,118			32,500		[1]		3,356,049
											(68,201	)	[2]
											3,348,632		[3]
Other Comprehensive Income		-			255,589			255,589			-				255,589
Accumulated Deficit		(242,297	)		(4,956,289	)		(5,198,586	)		242,297				(4,956,289	)
Total Stockholders' Equity		(153,897	)		(1,109,771	)		(1,263,668	)		-				(1,263,668	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	9		$	179,685		$	179,694		$	-			$	179,694

CLIFF ROCK RESOURCES CORP.

UNAUDITED CONDENSED COMBINED PRO FORMA STATEMENT OF OPERATIONS

				Virtual
	Cliff Rock			Medical									Pro-Forma
	Resources, Inc			Centre, LTD									Adjusted
	For the Six Months			For the Nine Months			Combined			Pro Forma			Combined
	March 31, 2010						Totals			Adjustments		AJE	Totals
REVENUES	$	-		$	619,102		$	619,102		$	-		$	619,102
COST OF SALES		-			-			-			-			-
GROSS PROFIT		-			619,102			619,102			-			619,102
OPERATING EXPENSES
Advertising expense		-			-			-			-			-
Depreciation		-			23,749			23,749			-			23,749
Foreign exchange expense		4,828			-			4,828			-			4,828
General and administrative		33,218			892,630			925,848			-			925,848
Mineral property costs		703			-			703			-			703
Professional fees		-			-			-			-			-
Salaries and wages		-			731,405			731,405			-			731,405
Services donated by shareholder		4,000			-			4,000			-			4,000
Total Costs and Expenses		42,749			1,647,784			1,690,533			-			1,690,533
OPERATING LOSS		(42,749	)		(1,028,682	)		(1,071,431	)		-			(1,071,431	)
OTHER INCOME (EXPENSE)
Interest income		-			318			318			-			318
Interest expense		-			(4,701	)		(4,701	)		-			(4,701	)
Total Other Income (Expense)		-			(4,383	)		(4,383	)		-			(4,383	)
Loss Before Taxes		(42,749	)		(1,033,065	)		(1,075,814	)		-			(1,075,814	)
INCOME TAX PROVISION (BENEFIT)		-			-			-			-			-
NET LOSS FROM CONTINUING OPERATIONS	$	(42,749	)	$	(1,033,065	)	$	(1,075,814	)	$	-		$	(1,075,814	)

CLIFF ROCK RESOURCES CORP.

UNAUDITED CONDENSED COMBINED PRO FORMA STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

							Additional			Other
	Common Stock						Paid-In			Comprehensive		Accumulated
	Shares			Amount			Capital			Income		Deficit			Total
Balance, March 31, 2010 (Cliff Rock Resources pre-Exchange)		45,282,000		$	45,282		$	43,118		$	-	$	(199,548	)	$	(111,148	)
Balance, March 31, 2010 (Virtual Medical pre-Exchange)		-			-			3,590,929			255,589		(3,923,224	)		(76,706	)
To record cancelation of 32,500,000 shares of common  stock pursuant to Exchange Agreement		(32,500,000	)		(32,500	)		32,500			-		-			-
Issuance of 71,471,764 shares of common stock to acquire  100% of the common shares of Virtual Medical Centre, Ltd		71,471,764			71,472			(71,472	)		-		-			-
Recapitalization entry pursuant to reverse merger accounting		-			-			(242,297	)		-		242,297			-
Net (loss) for the nine months ended March 31, 2010		-			-			-			-		(1,075,814	)		(1,075,814	)
Consolidated Balance, March 31, 2010		84,253,764		$	84,254		$	3,352,778		$	255,589	$	(4,956,289	)	$	(1,263,668	)

CLIFF ROCK RESOURCES CORP

Adjusting Journal Entries

March 31, 2010

AJE  3.31.2010	DR		CR
[1] Common stock		32,500				Cancellation of 32,500,000 shares of common pursuant to Exchange Agreement
Additional paid-in capital				(32,500	)
[2] Additional paid-in capital		71,472				Issuance of 71,471,764 shares of common stock pursuant to Exchange Agreement
Common stock				(71,472	)
[3] Capital stock		3,590,909				Elimination of subsidiary capital stock pursuant to reverse merger accounting
Additional paid-in capital				(3,590,909	)
TOTAL		3,694,881		(3,694,881	)

CLIFF RESOURCES, CORP

Notes to Unaudited Pro Forma

Consolidated Financial Statements

March 31, 2010

On May 27, 2010, Cliff Rock Resources, Corp. (“Cliff Rock”) entered into an Exchange Agreement with Virtual Medical Centre, LTD (the “Company”) wherein each share of the Company shall be exchanged into the right to receive that number of shares in Cliff Rock equal to 71,471,764 divided by the total number of shares of the Company issued and outstanding immediately prior thereto (the “Exchange”), so that after giving effect to the Exchange Agreement, Cliff Rock shall be the holder of all of the issued and outstanding shares of the Company. The common shares received by the former shareholders of VMC represented approximately 84% of the outstanding common stock following the execution of the Exchange Agreement.  Accordingly, the former shareholders of VMC have the capability to substantially control the vote on all significant matters pertaining to the Company without approval of the shareholders.

The Company will account for this transaction as a reverse-acquisition, with Cliff Rock as the continuing legal entity and the Company presented as the accounting acquirer.  Therefore, the historical financial statements presented herein reflect only those of the Company, the accounting acquirer.  The Exchange is presented as a recapitalization of the Company.  Accordingly, the historical stockholders’ equity (deficit) of the Company prior to the acquisition transaction has been retroactively restated pursuant to SFAS 141 (ASC 805).

The condensed, combined balance sheets of the Company and VMC are presented here as of March 31, 2010.  The condensed, combined statement of operations of the Company and VMC are presented here as of the nine months ended March 31, 2010.  The condensed, combined statement of stockholders’ equity is presented here through the nine months ended March 31, 2010.

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

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

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

CLIFF ROCK RESOURCES CORP.

UNAUDITED CONDENSED COMBINED PRO FORMA BALANCE SHEET

				Virtual
	Cliff Rock			Medical										Adjusted
	Resources, Inc			Centre, LTD			Combined			ProForma				ProForma
	December 31, 2009						Totals			Adjustments			AJE	Totals
ASSETS
Current Assets:
Cash	$	9		$	34,047		$	34,056		$	-			$	34,056
Accounts Receivable		-			60,129			60,129			-				60,129
Inventory		-			-			-			-				-
Prepaid Expenses		-			-			-			-				-
Total Current Assets		9			94,176			94,185			-				94,185
Property and Equipment		-			37,545			37,545			-				37,545
Other Assets
Investment in Unconsolidated Affiliate		-			-			-			-				-
Total Other Assets		-			-			-			-				-
TOTAL ASSETS	$	9		$	131,721		$	131,730		$	-			$	131,730
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts Payable and Accrued Expenses	$	63,844		$	538,259		$	602,103		$	-			$	602,103
Related Party Payable		65,233			-			65,233			-				65,233
Deferred Revenue		-			321,225			321,225			-				321,225
Current Maturities of Notes Payable		-			32,718			32,718			-				32,718
Current maturities of Employee Benefits		-			121,809			121,809			-				121,809
Sales Returns and Allowances Reserve		-			-			-			-				-
Total Current Liabilities		129,077			1,014,011			1,143,088			-				1,143,088
Long-Term Liabilities:
Employee Benefits		-			20,998			20,998			-				20,998
Total Long-Term Payables		-			20,998			20,998			-				20,998
Total Liabilities		129,077			1,035,009			1,164,086			-				1,164,086
Stockholders' Equity:
Preferred Stock		-			-			-			-				-
Common Stock		45,282			3,590,929			3,636,211			(32,500	)	[1]		80,983
											71,472		[2]
											(3,590,929	)	[3]
Additional Paid-in Capital		41,118			-			41,118			32,500		[1]		3,380,878
											(71,472	)	[2]
											3,375,461		[3]
Other Comprehensive Income		-			73,759			73,759			-				73,759
Accumulated Deficit		(215,468	)		(4,567,976	)		(4,783,444	)		215,468				(4,567,976	)
Total Stockholders' Equity		(129,068	)		(903,288	)		(1,032,356	)		-				(1,032,356	)
TOTAL LIABILITIES AND STOCKHOLDERS'EQUITY (DEFICIT)	$	9		$	131,721		$	131,730		$	-			$	131,730

CLIFF ROCK RESOURCES CORP.

UNAUDITED CONDENSED COMBINED PRO FORMA STATEMENT OF OPERATIONS

				Virtual
	Cliff Rock			Medical									Pro-Forma
	Resources, Inc			Centre, LTD									Adjusted
	For the Six Months Ended						Combined			Pro Forma			Combined
	December 31, 2009						Totals			Adjustments		AJE	Totals
REVENUES	$	-		$	613,086		$	613,086		$	-		$	613,086
COST OF SALES		-			-			-			-			-
GROSS PROFIT		-			613,086			613,086			-			613,086
OPERATING EXPENSES
Advertising expense		-			124,485			124,485			-			124,485
Depreciation		-			15,251			15,251			-			15,251
Foreign exchange expense		2,823			-			2,823			-			2,823
General and administrative		168,856			393,656			562,512			-			562,512
Mineral property costs		11,789			-			11,789			-			11,789
Professional fees		-			277,456			277,456			-			277,456
Salaries and wages		-			446,101			446,101			-			446,101
Services donated by shareholder		32,000			-			32,000			-			32,000
Total Costs and Expenses		215,468			1,256,949			1,472,417			-			1,472,417
OPERATING LOSS		(215,468	)		(643,863	)		(859,331	)		-			(859,331	)
OTHER INCOME (EXPENSE)
Interest income		-			305			305			-			305
Interest expense		-			(1,942	)		(1,942	)		-			(1,942	)
Total Other Income (Expense)		-			(1,637	)		(1,637	)		-			(1,637	)
Loss Before Taxes		(215,468	)		(645,500	)		(860,968	)		-			(860,968	)
INCOME TAX PROVISION (BENEFIT)		-			-			-			-			-
NET LOSS FROM CONTINUING OPERATIONS	$	(215,468	)	$	(645,500	)	$	(860,968	)	$	-		$	(860,968	)

CLIFF ROCK RESOURCES CORP.

UNAUDITED CONDENSED COMBINED PRO FORMA STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

							Additional			Other
	Common Stock						Paid-In			Comprehensive		Accumulated
	Shares			Amount			Capital			Income		Deficit			Total
Balance, December 31, 2009
(Cliff Rock Resources pre-Exchange)		45,282,000		$	45,282		$	41,118		$	-	$	(215,468	)	$	(129,068	)
Balance, December 31, 2009
(Virtual Medical pre-Exchange)		-			-			3,590,929			73,759		(3,707,008	)		(42,320	)
To record cancelation of 32,500,000 shares of common stock pursuant to Exchange Agreement		(32,500,000	)		(32,500	)		32,500			-		-			-
Issuance of 71,471,764 shares of common stock to acquire 100% of the common shares of Virtual Medical Centre, Ltd		71,471,764			71,472			(71,472	)		-		-			-
Recapitalization entry pursuant to reverse merger accounting		-			-			(215,468	)		-		215,468			-
Net (loss) for the six months ended December 31, 2009		-			-			-			-		(860,968	)		(860,968	)
Consolidated Balance, December 31, 2009		84,253,764		$	84,254		$	3,352,778		$	73,759	$	(4,567,976	)	$	(1,032,356	)

CLIFF ROCK RESOURCES CORP

Adjusting Journal Entries

December 31, 2009

AJE  12.31.2008		DR		CR
[1]	Common stock		32,500				Cancellation of 32,500,000 shares of common pursuant to Exchange Agreement
	Additional paid-in capital				(32,500	)
[2]	Additional paid-in capital		71,472				Issuance of 71,471,764 shares of common stock pursuant to Exchange Agreement
	Common stock				(71,472	)
[3]	Capital stock		3,590,909				Elimination of subsidiary capital stock pursuant to reverse merger accounting
	Additional paid-in capital				(3,590,909	)
TOTAL			3,694,881		(3,694,881	)

CLIFF RESOURCES, CORP

Notes to Unaudited Pro Forma

Consolidated Financial Statements

December 31, 2009

On March 27, 2010, Cliff Rock Resources, Corp. (the “Company”) entered into an Exchange Agreement (the “Exchange Agreement”) with Virtual Medical Centre, LTD (VMC) wherein each share of VMC was exchanged into the right to receive that number of Company shares equal to 71,471,764 divided by the total number of shares of VMC issued & outstanding (the “Exchange”). The common shares received by the former shareholders of VMC represented approximately 84% of the outstanding common stock of the Company following the Exchange.  Accordingly, the former shareholders of VMC have the capability to substantially control the vote on all significant matters pertaining to the Company without approval of the shareholders.

The Company accounted for this transaction as a reverse-acquisition, with the Company as the continuing legal entity and VMC presented as the accounting acquirer.  Therefore, the historical financial statements presented herein reflect only those of VMC, the accounting acquirer.  The Exchange is presented as a recapitalization of VMC.  Accordingly, the historical stockholders’ equity (deficit) of VMC prior to the acquisition transaction has been retroactively restated pursuant to SFAS 141 (ASC 805).

The condensed, combined balance sheets of the Company and VMC are presented here as of December 31, 2009.  The condensed, combined statement of operations of the Company and VMC are presented here as of the year ended December 31, 2009.  The condensed, combined statement of stockholders’ equity is presented here through the year ended December 31, 2009.

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

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

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