PediatRx Inc.: Schedule 13D - Filed by newsfilecorp.com

copy to:
Constantin Dietrich
Seefeldstrasse 223, CH-8008 Zurich, Switzerland.
T: +41 (44) 533 40 -61
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d -1(e), 240.13d -1(f) or 240.13d -1(g), check the following box [ ].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d -7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Constantin Dietrich
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Constantin Dietrich is a citizen of Germany.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 4,250,000
		8	SHARED VOTING POWER 100,000 ¹
		9	SOLE DISPOSITIVE POWER 4,250,000
		10	SHARED DISPOSITIVE POWER 100,000 ¹
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,350,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) N/A [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.9% based on 20,836,000 shares of common stock issued and outstanding as of April 5, 2013
14	TYPE OF REPORTING PERSON (See Instructions) CO

^{__________________________________
1}These shares are held by 3cl Holding GmbH, a limited liability company, based in Germany and 100% owned by Mr. Dietrich's family. Mr. Dietrich and his wife together own about 70% of this company, while Mr. Dietrich's in-laws own the rest. One of Mr. Dietrich's in-laws is the only managing director of this company.

This Schedule 13D is being filed jointly on behalf of Constantin Dietrich (the “Reporting Person”) relating to the shares of common stock, par value $0.001 of PediatRx Inc., a corporation existing under the laws of the State of Nevada (the “Issuer”).

This statement relates to the shares of common stock of the Issuer. The principal executive offices of the Issuer are located at 90 Fairmount Road West, Califon, NJ 07830.

On April 5, 2013, Cameron Durrant, the Issuer’s President, Chief Executive Officer and director, completed a share purchase agreement with Constantin Dietrich, the Issuer’s director, pursuant to which Mr. Dietrich agreed to acquire from Mr. Durrant, all 4,250,000 shares of our common stock owned by Mr. Durrant in exchange for total consideration of $51,000. Mr. Dietrich paid the $51,000 purchase price for these shares using cash on hand.

As of the completion of the share purchase agreements and as at the date of this report, Mr. Dietrich holds 4,350,000 shares of common stock which is approximately 20.9% of the Issuer’s issued and outstanding common stock.

These shares were acquired by the Reporting Person for investment purposes. Depending on market conditions and other factors, the Reporting Person may acquire additional shares of the Issuer’s common stock as it deems appropriate, whether in open market purchases, privately negotiated transactions or otherwise. The Reporting Person also reserves the right to dispose of some or all of the shares in the open market, in privately negotiated transactions to third parties or otherwise.

As of the date hereof, except as described above, the Reporting Person does not have any plans or proposals which relate to or would result in (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer including any plans or proposals to change the number of term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’ s Certificate of Incorporation or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above.

The aggregate number and percentage of common stock of the Issuer beneficially owned by the Reporting Person is 4,350,000 shares of common stock, or 20.9% of the Issuer, based on 20,836,000 shares of common stock outstanding as of the date of this report.

Of the 4,350,000 shares, 4,250,000 shares are registered in the name of Constantin Dietrich who has the sole power to vote or direct the vote, and to dispose or direct the disposition, of 4,250,000 shares of the Issuer’s common stock; the balance of 100,000 shares are held by 3cl Holding GmbH. 3cl Holding GmbH is a limited liability company, based in Germany and 100% owned by Mr. Dietrich's family. Mr. Dietrich and his wife together own about 70% of this company, while Mr. Dietrich's in-laws own the rest. One of Mr. Dietrich's in-laws is the only managing director of this company.

Other than as described above, the Reporting Person has not effected any transaction in the shares of common stock of the Issuer in the past sixty days.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except as set forth above or set forth in the exhibits, there are no contracts, arrangements, understandings or relationships between the Reporting Persons and any other person with respect to any securities of the Issuer.

After reasonable inquiry and to the best of my knowledge and belief of each of the undersigned, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

Exhibit No.	Description
10.1	Share Purchase Agreement dated March 5, 2013 between Constantin Dietrich and Cameron Durrant

April 8, 2013
Dated

/s/ Constantin Dietrich
Signature

Constantin Dietrich
Name/Title

	(a)	Constantin Dietrich

	(b)	The business address of Mr. Dietrich is Seefeldstrasse 223, CH-8008 Zurich, Switzerland.

	(c)	Mr. Dietrich is a citizen of Germany.

	(d)	The Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.

	(e)	The Reporting Person has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction where, as a result of such proceeding, there was or is a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.