8-K

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

Date of Report (Date of earliest event reported) February 9, 2011

PEDIATRX INC.
(Exact name of registrant as specified in its charter)

Nevada	000-52218	20-2590810
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
incorporation)

405 Trimmer Road, Suite 200, Califon, NJ	07830
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (908) 975-0753

N/A
(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 obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d - -2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Item 1.01 Entry into a Material Definitive Agreement

On February 9, 2011, we entered into a Lock-up Agreement with Dr. Cameron Durrant, our President and Chief Executive Officer, whereby Dr. Durrant has agreed not to sell, assign, convey or otherwise dispose of 2,833,333 common shares that he owns until December 31, 2015.

On February 9, 2011, we entered into a Lock-up Agreement with David Tousley, our Chief Financial Officer, whereby Mr. Tousley has agreed not to sell, assign, convey or otherwise dispose of 266,666 common shares that he owns until December 31, 2015.

Item 1.02 Termination of a Material Definitive Agreement.

On February 9, 2011, we terminated a Management Stock Agreement with Cameron Durrant, our President and Chief Executive Officer, retroactively to July 1, 2010.

On February 9, 2011, we terminated a Management Stock Agreement with David Tousley, our Chief Financial Officer, retroactively to July 1, 2010.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits
10.1	Lock-up Agreement dated February 9, 2011 with Cameron Durrant
10.2	Lock-up Agreement dated February 9, 2011 with David Tousley
10.3	Cancellation Agreement dated February 9, 2011 with Cameron Durrant
10.4	Cancellation Agreement dated February 9, 2011 with David Tousley

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PEDIATRX INC.

/s/ Cameron Durrant

Cameron Durrant

President, Chief Executive Officer and Director

Date February 10, 2011

EX-10.1

LOCK-UP AGREEMENT

This Lock-Up Agreement (the “Agreement”) is dated February 9, 2011 (the “Effective Date”)

BETWEEN:

PEDIATRX INC., a Company formed pursuant to the laws of the State of Nevada and having an office for business located at 405 Trimmer Road, Suite 200, Califon, New Jersey 07830

(the “Company”)

AND:

CAMERON DURRANT, an individual resident of the State of New Jersey whose business address is P.O. Box 423, Califon, NJ 07830

(“Durrant”)

WHEREAS:

A. Durrant is the registered and beneficial owner of 2,833,333 shares of common stock (the "Common Shares") of PediatRx Inc. (the “Company”);

B. The Company and Durrant have agreed to enter into this Agreement in order to prevent Durrant from selling or otherwise disposing of the Common Shares or any interest therein.

NOW, THEREFORE, for and in consideration of ten dollars cash in hand paid by the Company to Durrant, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged by Durrant, the Company and Durrant do hereby agree as follows:

1. AGREEMENT NOT TO SELL, ASSIGN, CONVEY OR OTHERWISE DISPOSE OF COMMON SHARES AND OTHER MATTERS

1.1	Durrant hereby irrevocably agrees:
	(a)	not to sell, assign, convey or otherwise dispose of any of the Common Shares for a period beginning on the date hereof and ending on December 31, 2015 (the "Restricted Period").
	(b)	that the share certificates representing the Common Shares will be provided to the registrar and transfer agent of the Company in order that they can be legended in accordance with this Agreement.

2. REPRESENTATIONS AND WARRANTIES OF DURRANT

Durrant hereby represents and warrants to the Company that he is duly authorized to execute and deliver this Agreement and, upon execution by the Company, this Agreement will constitute a valid and binding agreement, enforceable against him in accordance with its terms, and the consummation by him of the transaction contemplated hereby will not constitute a violation of or default under, or conflict with, any contract, commitment, agreement, understanding or arrangement of any kind to which he is a party and by which he is bound at the date hereof; and

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3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to and covenants with you, as representations and warranties that will survive completion of the transactions contemplated hereby, that:

(a)

it is duly authorized to execute and deliver this Agreement;

(b)

upon acceptance by Durrant of this Agreement, this Agreement will be valid and binding, enforceable against the Company in accordance with its terms and the execution of this Agreement will not constitute a violation of or default under, or conflict with, any restriction of any kind or any contract, commitment, agreement, understanding or arrangement to which the Company is a party and by which it is bound.

4. EXPENSES

Durrant and the Company shall each pay their respective expenses incurred in connection with this Agreement.

5. AMENDMENT

Except as expressly set forth herein, this Agreement constitutes the whole of the agreement between the parties and may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the effected party.

6. ASSIGNMENT

No party to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of the other parties.

7. NOTICE

Any notice, document or other communication required or permitted to be given to the parties under this Agreement shall be in writing and be either hand delivered or sent by email as follows:

(a)	to Durrant at:
	P.O. Box 423
	Califon, N.J. 07830
	email address:	camerondurrant@yahoo.com
(b)	to the Company:
	PediatRx Inc.
	405 Trimmer Road, Suite 200
	Califon, New Jersey 07830
	Attention:	Chief Financial Officer
	email address:	dtousley@pediatrx.com

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and shall be deemed to be received by the party to whom such notice is given on the date of delivery or transmission.

8. SUCCESSORS

This Agreement will be binding upon, enure to the benefit of and be enforceable by the parties and their respective successors. This Agreement may not be assigned.

9. TIME OF THE ESSENCE

Time shall be of the essence of this Agreement.

10. APPLICABLE LAW

This Agreement shall be governed and construed in accordance with the laws of the State of New Jersey and each party irrevocably attorns to the jurisdiction of the courts of the State of New Jersey for the resolution of any disputes arising hereunder.

11. TERMINATION

This Agreement shall be deemed to terminate, and the respective rights and obligations of the parties hereunder shall cease, at the end of the Restricted Period.

12. INDEPENDENT LEGAL ADVICE.

The Company has obtained legal advice concerning this Agreement and has requested that Durrant obtain independent legal advice with respect to this Agreement. Durrant hereby represents and warrants to the Company that he has been advised to obtain independent legal advice, and that, prior to the execution of this Agreement, he has obtained independent legal advice or has, in his discretion, knowingly and willingly elected not to do so

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)

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This Agreement may be executed in several counterparts and each counterpart will together constitute one original document. Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date set forth on page one of this Agreement.

Yours truly,

PEDIATRX INC.

Per:

/s/ Cameron Durrant

CAMERON DURRANT

EX-10.2

LOCK-UP AGREEMENT

This Lock-Up Agreement (the “Agreement”) is dated February 9, 2011 (the “Effective Date”)

BETWEEN:

PEDIATRX INC., a Company formed pursuant to the laws of the State of Nevada and having an office for business located at 405 Trimmer Road, Suite 200, Califon, New Jersey 07830

(the “Company”)

AND:

DAVID TOUSLEY, an individual resident of the State of Kansas whose address is 14610 Pawnee Street, Leawood, KS 66224

(“Tousley”)

WHEREAS:

A. Tousley is the registered and beneficial owner of 266,666 shares of common stock (the "Common Shares") of PediatRx Inc. (the “Company”);

B. The Company and Tousley have agreed to enter into this Agreement in order to prevent Tousley from selling or otherwise disposing of the Common Shares or any interest therein.

NOW, THEREFORE, for and in consideration of ten dollars cash in hand paid by the Company to Tousley, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged by Tousley, the Company and Tousley do hereby agree as follows:

1. AGREEMENT NOT TO SELL, ASSIGN, CONVEY OR OTHERWISE DISPOSE OF COMMON SHARES AND OTHER MATTERS

1.1	Tousley hereby irrevocably agrees:
	(a)	not to sell, assign, convey or otherwise dispose of any of the Common Shares for a period beginning on the date hereof and ending on December 31, 2015 (the "Restricted Period").
	(b)	that the share certificates representing the Common Shares will be provided to the registrar and transfer agent of the Company in order that they can be legended in accordance with this Agreement.

2. REPRESENTATIONS AND WARRANTIES OF TOUSLEY

Tousley hereby represents and warrants to the Company that he is duly authorized to execute and deliver this Agreement and, upon execution by the Company, this Agreement will constitute a valid and binding agreement, enforceable against him in accordance with its terms, and the consummation by him of the transaction contemplated hereby will not constitute a violation of or default under, or conflict with, any contract, commitment, agreement, understanding or arrangement of any kind to which he is a party and by which he is bound at the date hereof; and

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3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to and covenants with you, as representations and warranties that will survive completion of the transactions contemplated hereby, that:

(a)

it is duly authorized to execute and deliver this Agreement;

(b)

upon acceptance by Tousley of this Agreement, this Agreement will be valid and binding, enforceable against the Company in accordance with its terms and the execution of this Agreement will not constitute a violation of or default under, or conflict with, any restriction of any kind or any contract, commitment, agreement, understanding or arrangement to which the Company is a party and by which it is bound.

4. EXPENSES

Tousley and the Company shall each pay their respective expenses incurred in connection with this Agreement.

5. AMENDMENT

Except as expressly set forth herein, this Agreement constitutes the whole of the agreement between the parties and may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the effected party.

6. ASSIGNMENT

No party to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of the other parties.

7. NOTICE

Any notice, document or other communication required or permitted to be given to the parties under this Agreement shall be in writing and be either hand delivered or sent by email as follows:

(a)	to Tousley at:
	14610 Pawnee Street
	Leawood KS 66224
	email address:	davidtousley@yahoo.com
(b)	to the Company:
	PediatRx Inc.
	405 Trimmer Road, Suite 200
	Califon, New Jersey 07830
	Attention:	President
	email address:	camerondurrant@yahoo.com

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and shall be deemed to be received by the party to whom such notice is given on the date of delivery or transmission.

8. SUCCESSORS

This Agreement will be binding upon, enure to the benefit of and be enforceable by the parties and their respective successors. This Agreement may not be assigned.

9. TIME OF THE ESSENCE

Time shall be of the essence of this Agreement.

10. APPLICABLE LAW

This Agreement shall be governed and construed in accordance with the laws of the State of New Jersey and each party irrevocably attorns to the jurisdiction of the courts of the State of New Jersey for the resolution of any disputes arising hereunder.

11. TERMINATION

This Agreement shall be deemed to terminate, and the respective rights and obligations of the parties hereunder shall cease, at the end of the Restricted Period.

12. INDEPENDENT LEGAL ADVICE.

The Company has obtained legal advice concerning this Agreement and has requested that Tousley obtain independent legal advice with respect to this Agreement. Tousley hereby represents and warrants to the Company that he has been advised to obtain independent legal advice, and that, prior to the execution of this Agreement, he has obtained independent legal advice or has, in his discretion, knowingly and willingly elected not to do so

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)

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This Agreement may be executed in several counterparts and each counterpart will together constitute one original document. Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date set forth on page one of this Agreement.

Yours truly,

PEDIATRX INC.

Per:

/s/ David Tousley

DAVID TOUSLEY

EX-10.3

Cancellation Agreement

This Cancellation Agreement (the “Agreement”) is dated effective July 1, 2010 (the “Effective Date”).

BETWEEN:

PEDIATRX INC., a Company formed pursuant to the laws of the State of Nevada and having an office for business located at 405 Trimmer Road, Suite 200, Califon, NJ 07830;

(the “Company”)

AND:

CAMERON DURRANT, an individual resident of the State of New Jersey whose business address is P.O. Box 423, Califon, NJ 07830

(“Durrant”)

WHEREAS:

A)	Effective July 1, 2010, the Company entered into a management stock agreement (the “Management Stock Agreement”) with Durrant, pursuant to which Durrant placed 4,250,000 shares of common stock of the Company that he owned into a designated account over which the Company has the sole authority to effect transfers and cancellation pursuant to the terms of the Management Stock Agreement; and
B)	The parties wish to mutually cancel the Management Stock Agreement effective July 1, 2010.

NOW THEREFORE in consideration of the premises, the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the Company and Durrant hereby covenant and agree as follows:

1. Cancellation of the Management Stock Agreement

The Management Stock Agreement be and is hereby cancelled as of the Effective Date, and the parties hereby release each other from all further obligations under the Management Stock Agreement.

GENERAL PROVISIONS

2. AUTHORIZATION.

Each party represents and warrants that it is fully authorized and empowered to enter into this Agreement and perform its obligations hereunder, and that performance of this Agreement will not violate any agreement between it and any other person, firm or organization nor breach any provisions of its constating documents or governing legislation.

3. GOVERNING LAW.

This Agreement will be construed and interpreted in accordance with the laws of the State of New Jersey applicable therein, and will be treated in all respects as a State of New Jersey contract. The parties irrevocably attorn to the exclusive jurisdiction of the courts of the State of New Jersey with respect to any legal proceedings arising under this Agreement.

4. INDEPENDENT LEGAL ADVICE.

The Company has obtained legal advice concerning this Agreement and has requested that Durrant obtain independent legal advice with respect to this Agreement. Durrant hereby represents and warrants to the Company that he has been advised to obtain independent legal advice, and that, prior to the execution of this Agreement, he has obtained independent legal advice or has, in his discretion, knowingly and willingly elected not to do so

5. SEVERABILITY.

If any provision contained herein is determined to be void or unenforceable for any reason, in whole or in part, it will not be deemed to affect or impair the validity of any other provision contained herein and the remaining provisions will remain in full force and effect to the fullest extent permissible by law.

6. FURTHER ASSURANCES.

Each party to this Agreement will do, execute and deliver, or will cause to be done, executed and delivered, all such further acts, documents and things as may reasonably be required for the purposes of giving effect to this Agreement.

7. COUNTERPARTS/FACSIMILE EXECUTION.

This Agreement may be executed in several counterparts and each counterpart will together constitute one original document. Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date set forth on page one of this Agreement

2

IN WITNESS WHEREOF the parties have executed this Agreement on February 9, 2011.

PEDIATRX INC.
Per:
	Authorized Signatory

/s/ Cameron Durrant

CAMERON DURRANT

3

EX-10.4

Cancellation Agreement

This Cancellation Agreement (the “Agreement”) is dated effective July 1, 2010 (the “Effective Date”).

BETWEEN:

PEDIATRX INC., a Company formed pursuant to the laws of the State of Nevada and having an office for business located at 405 Trimmer Road, Suite 200, Califon, NJ 07830;

(the “Company”)

AND:

DAVID TOUSLEY, an individual resident of the State of Kansas whose address is 14610 Pawnee Street, Leawood, KS 66224

(“Tousley”)

WHEREAS:

A)	Effective July 1, 2010, the Company entered into a management stock agreement (the “Management Stock Agreement”) with Tousley, pursuant to which Tousley placed 400,000 shares of common stock of the Company that he owned into a designated account over which the Company has the sole authority to effect transfers and cancellation pursuant to the terms of the Management Stock Agreement; and
B)	The parties wish to mutually cancel the Management Stock Agreement effective July 1, 2010.

NOW THEREFORE in consideration of the premises, the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the Company and Tousley hereby covenant and agree as follows:

1. Cancellation of the Management Stock Agreement

The Management Stock Agreement be and is hereby cancelled as of the Effective Date, and the parties hereby release each other from all further obligations under the Management Stock Agreement.

GENERAL PROVISIONS

2. AUTHORIZATION.

Each party represents and warrants that it is fully authorized and empowered to enter into this Agreement and perform its obligations hereunder, and that performance of this Agreement will not violate any agreement between it and any other person, firm or organization nor breach any provisions of its constating documents or governing legislation.

3. GOVERNING LAW.

This Agreement will be construed and interpreted in accordance with the laws of the State of New Jersey applicable therein, and will be treated in all respects as a State of New Jersey contract. The parties irrevocably attorn to the exclusive jurisdiction of the courts of the State of New Jersey with respect to any legal proceedings arising under this Agreement.

4. INDEPENDENT LEGAL ADVICE.

The Company has obtained legal advice concerning this Agreement and has requested that Tousley obtain independent legal advice with respect to this Agreement. Tousley hereby represents and warrants to the Company that he has been advised to obtain independent legal advice, and that, prior to the execution of this Agreement, he has obtained independent legal advice or has, in his discretion, knowingly and willingly elected not to do so

5. SEVERABILITY.

If any provision contained herein is determined to be void or unenforceable for any reason, in whole or in part, it will not be deemed to affect or impair the validity of any other provision contained herein and the remaining provisions will remain in full force and effect to the fullest extent permissible by law.

6. FURTHER ASSURANCES.

Each party to this Agreement will do, execute and deliver, or will cause to be done, executed and delivered, all such further acts, documents and things as may reasonably be required for the purposes of giving effect to this Agreement.

7. COUNTERPARTS/FACSIMILE EXECUTION.

This Agreement may be executed in several counterparts and each counterpart will together constitute one original document. Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date set forth on page one of this Agreement

2

IN WITNESS WHEREOF the parties have executed this Agreement on February 9, 2011.

PEDIATRX INC.
Per:
	Authorized Signatory

/s/ David Tousley

DAVID TOUSLEY

3