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

0001062993-13-001751.txt : 20130409 0001062993-13-001751.hdr.sgml : 20130409 20130408180818 ACCESSION NUMBER: 0001062993-13-001751 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20130409 DATE AS OF CHANGE: 20130408 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PediatRx Inc. CENTRAL INDEX KEY: 0001362703 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 202590810 STATE OF INCORPORATION: NV FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84147 FILM NUMBER: 13749264 BUSINESS ADDRESS: STREET 1: 405 TRIMMER ROAD, SUITE 200 CITY: CALIFON STATE: NJ ZIP: 07830 BUSINESS PHONE: (908) 975-0753 MAIL ADDRESS: STREET 1: 405 TRIMMER ROAD, SUITE 200 CITY: CALIFON STATE: NJ ZIP: 07830 FORMER COMPANY: FORMER CONFORMED NAME: Striker Energy Corp DATE OF NAME CHANGE: 20060515 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OPEX ENERGY CORP. CENTRAL INDEX KEY: 0001441607 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 350 7TH AVENUE SW STREET 2: SUITE 1400 CITY: CALGARY STATE: A0 ZIP: T2P 3N9 BUSINESS PHONE: 403-538-6901 MAIL ADDRESS: STREET 1: 350 7TH AVENUE SW STREET 2: SUITE 1400 CITY: CALGARY STATE: A0 ZIP: T2P 3N9 SC 13D/A 1 schedule13da.htm SCHEDULE 13D/A PediatRx Inc.: Schedule 13D/A - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A
Amendment No. 4

Under the Securities Exchange Act of 1934

PEDIATRX INC.
(Name of Issuer)

Common Stock with a par value of $0.0001
(Title of Class of Securities)

70532X 10 7
(CUSIP Number)

copy to:
Joseph Carusone
160 Eglinton Ave. East, Suite 602 Toronto, ON, Canada M4P 3B5
(416) 489-0093
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 5, 2013
(Date of Event which Requires Filing of this Statement)

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).

Page 1

SCHEDULE 13D/A

CUSIP No. 70532X 10 7

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Opex Energy Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Opex is incorporated in Alberta, Canada.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER nil shares of common stock⁽¹⁾
		8	SHARED VOTING POWER N/A
		9	SOLE DISPOSITIVE POWER nil shares of common stock⁽¹⁾
		10	SHARED DISPOSITIVE POWER N/A
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON nil shares of common stock ¹
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 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}Opex previously held 600,000 shares of common stock which it sold to Joseph Carusone, the President of Opex.

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SCHEDULE 13D/A

CUSIP No. 70532X 10 7

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Joseph Carusone
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 Mr. Carusone is a Canadian citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 1,400,000 shares of common stock⁽¹⁾
		8	SHARED VOTING POWER N/A
		9	SOLE DISPOSITIVE POWER 1,400,000 shares of common stock⁽¹⁾
		10	SHARED DISPOSITIVE POWER N/A
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,400,000 shares of common stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.7% based on 20,836,000 shares of common stock issued and outstanding as of April 5, 2013
14	TYPE OF REPORTING PERSON (See Instructions) IN

Page 3

This Amendment No. 4 to Schedule 13D is being filed jointly on behalf of Opex Energy Corp. and Joseph Carusone (the “Reporting Persons”) relating to the shares of common stock, par value $0.0001 of PediatRx Inc., a corporation existing under the laws of the State of Nevada (the “Issuer”). Unless otherwise stated herein, the Statement on Schedule 13D as filed on November 6, 2008 remains in full force and effect.

Item 1. Security and 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.

Item 2. Identity and Background

	(a)	Opex Energy Corp. and Joseph Carusone

	(b)	The business address of Opex Energy Corp. is 350 7th Avenue, Suite 1400, Calgary AB Canada T2P 3N9. The business address of Mr. Carusone is 160 Eglinton Ave. East, Suite 602 Toronto, ON, Canada M4P 3B5

	(c)	Opex Energy Corp. is an oil and gas company incorporated in Alberta, Canada.

		Mr. Carusone is a director and officer of Opex Energy Corp. and Vice President, Investor Relations and a director of the Issuer.

	(d)	None of the Reporting Persons have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.

	(e)	None of the Reporting Persons have 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.

	(f)	Opex Energy Corp. is incorporated pursuant to the laws of Alberta, Canada. Mr. Carusone is a Canadian citizen.

Item 3. Source and Amount of Funds or Other Considerations

On April 5, 2013, OPEX Energy Corp. sold all 600,000 shares of the Issuer’s common stock to Mr. Carusone for $7,200. Mr. Carusone paid the $7,200 purchase price for these shares using cash on hand.

Also on April 5, 2013, David Tousley, the Issuer’s former Chief Financial Officer, Secretary, Treasurer and director, completed a share purchase agreement with Mr. Carusone, pursuant to which Mr. Carusone acquired from Mr. Tousley all 400,000 shares of the Issuer’s common stock owned by Mr. Tousley in exchange for total consideration of $9,600. Mr. Carusone paid the $9,600 purchase price for these shares using cash on hand.

Item 4. Purpose of Transaction

Joseph Carusone acquired these shares for investment purposes.

Depending on market conditions and other factors, the Reporting Persons 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 Persons also reserve 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 Persons do 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.

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Item 5. Interest in Securities of the Issuer

The aggregate number and percentage of common stock of the Issuer beneficially owned by Mr. Carusone is 1,400,000 shares, or 6.7% of the Issuer, based on 20,836,000, shares of common stock outstanding as of the date of this report.

The aggregate number and percentage of common stock of the Issuer beneficially owned by Opex is nil shares, or 0% of the Issuer, based on 20,836,000, shares of common stock outstanding as of the date of this report.

Joseph Carusone has the sole power to vote or direct the vote, and to dispose or direct the disposition, of 1,400,000 shares of common stock of the Issuer.

The Reporting Persons have not effected any transaction in the shares of common stock of the Issuer in the past 60 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 Reporting Persons and any other person with respect to any securities of the Issuer.

Item 7. Material to Be Filed as Exhibits

Exhibit No.	Description
10.1	Joint Filing Agreement between Opex Energy Corp. and Joseph Carusone (attached as an exhibit to the Schedule 13D/A filed on May 28, 2010)
10.2	Share Purchase Agreement dated April 5, 2013 between Opex Energy Corp. and Joseph Carusone
10.3	Share Purchase Agreement dated March 8, 2013 between Joseph Carusone and David Tousley

Page 5

SIGNATURE

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

April 8, 2013
Dated

/s/ Joseph Carusone
Signature

Joseph Carusone
Name/Title

OPEX ENERGY CORP.

By:
/s/ Joseph Carusone
Signature

Joseph Carusone, President of Opex Energy Corp.
Name/Title

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).

EX-10.2 2 exhibit10-2.htm EXHIBIT 10.2 PediatRx Inc.: Exhibit 10.2 - Filed by newsfilecorp.com

NONE OF THE SECURITIES TO WHICH THIS PURCHASE AGREEMENT (THE “AGREEMENT”) RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES 1933 ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

SHARE PURCHASE AGREEMENT

BETWEEN:

OPEX ENERGY CORP.,an Alberta corporation with a mailing
address of 160 Eglinton Avenue East, Suite 406, Toronto, ON
Canada M4P 3B5

(the “Vendor”)

AND:

JOSEPH CARUSONE, a businessman with a mailing address in
care of Primoris Group Inc., 160 Eglinton Avenue East, Suite 406,
Toronto, ON Canada M4P 3B5

(the “Purchaser”)

WHEREAS:

A. The Vendor is the registered and beneficial owner of 600,000 shares (the “Purchase Shares”) of the common stock of PediatRx Inc. (the “Company”), a company incorporated under the laws of the State of Nevada;

B. The Vendor desires to sell the Purchase Shares to the Purchaser, and the Purchaser desires to purchase the Purchase Shares from the Vendor on the terms and conditions hereinafter set forth in this Agreement; and

C. The parties hereto desire to make certain representations, warranties and agreements in connection with the proposed purchase and sale of the Purchase Shares and to set forth various conditions to the transactions contemplated hereby.

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THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties), the parties covenant and agree as follows:

1.Purchase and Sale

1.1 On the basis of the representations and warranties of the parties to this Agreement and subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase from the Vendor, and the Vendor agrees to sell to the Purchaser, the Purchase Shares free and clear of all liens, charges and encumbrances of any kind whatsoever, except any restrictions that may be imposed by applicable securities laws.

1.2 The purchase price of the Purchase Shares is the amount of Seven Thousand Two Hundred Dollars($7,200) (the “Purchase Price”).

1.3 The closing of the purchase and sale of the Purchase Shares (the “Closing”) shall take place on February 28, 2013 or such other date as may be mutually agreed by the parties hereto.

2.Conditions to Closing and Deliveries by the Parties

2.1 At the Closing, the Vendor will deliver or cause to be delivered to the Purchaser certificates representing the Purchase Shares registered in the Purchaser’s name and transferring to the Purchaser good title to the Purchase Shares, free and clear of all liens, charges and encumbrances of any kind whatsoever.

2.2 At the Closing, the Purchaser will deliver to Vendor the Purchase Price.

3.Acknowledgements

3.1 The Purchaser acknowledges and agrees that none of the Purchase Shares have been registered under the Securities Act of 1933 (the “1933 Act”), or under any state securities or “blue sky” laws of any state of the United States and, unless so registered, they may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S (“Regulation S”) as promulgated by the Securities and Exchange Commission (the “SEC”) under the 1933 Act, except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and, in each case, in accordance with applicable state and provincial securities laws:

4. Representations and Warranties

4.1 The Vendor represents and warrants to the Purchaser (which representations and warranties shall survive the closing of the transactions contemplated in this Agreement), with the intent that the Purchaser will rely thereon in entering into this Agreement and in concluding the purchase and sale of the Purchase Shares as contemplated herein, that:

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	(a)	the Vendor is the legal and beneficial owner of, and has marketable title to, the Purchase Shares free and clear of all liens, charges and encumbrances of any kind whatsoever; and

	(b)	the Vendor has the power and capacity and good and sufficient right and authority to enter into this Agreement on the terms and conditions set forth in this Agreement and to transfer the legal and beneficial title and ownership of the Purchase Shares to the Purchaser.

4.2 The Purchaser represents and warrants to the Vendor (which representations and warranties shall survive the closing of the transactions contemplated in this Agreement), with the intent that the Vendor will rely thereon in entering into this Agreement and in concluding the purchase and sale of the Purchase Shares as contemplated herein, that:

	(a)	the Purchaser has the power and capacity and good and sufficient right and authority to enter into this Agreement on the terms and conditions set forth in this Agreement;

	(b)	this Agreement and all other documents required to be executed and delivered by the Purchaser have been duly, or will when executed and delivered be duly, executed and delivered by the Purchaser, and constitute the legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors, specific performance, injunctive relief and other equitable remedies;

	(c)	the Purchaser has not taken any action which would impose any obligation or liability to any person for finder’s fees, agent’s commissions or like payments in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby;

	(d)	the Purchaser is not a “U.S. Person”, as that term is defined in Rule 902 of Regulation S, promulgated by the SEC under the 1933 Act;

	(e)	the sale of the Purchase Shares to the Purchaser as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Purchaser;

	(f)	the Purchaser understands and agrees that none of the Purchase Shares have been registered under the 1933 Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or to U.S. Persons, as that term is defined in Regulation S under the 1933 Act, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;

	(g)	the Purchaser is acquiring the Purchase Shares as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Purchase Shares;

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	(h)	the Purchaser (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Purchase Shares for an indefinite period of time;

	(i)	the Purchaser understands and agrees that the Purchase Shares are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act; and

	(j)	the Purchaser is not acquiring the Purchase Shares as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.

5. Legending and Registration of Subject Shares

5.1 The Purchaser hereby acknowledges that a legend will be placed on the certificates representing the Purchase Shares to the effect that the Purchase Shares represented by such certificates are subject to a hold period and may not be traded until the expiry of such hold period except as permitted by applicable securities legislation.

5.2 The Purchaser hereby acknowledges and agrees to the Company making a notation on its records or giving instructions to the registrar and transfer agent of the Company in order to implement the restrictions on transfer set forth and described in this Agreement.

6. Termination

6.1 This Agreement may be terminated at any time prior to the Closing (a) by the mutual consent of the Purchaser and the Vendor, or (b) by any party hereto if the Closing has not occurred on or before March 31, 2013.

6.2 In the event of the termination of this Agreement, this Agreement shall terminate and the parties shall have no liabilities or obligations to each other hereunder; provided that nothing contained herein shall relieve any party of liability for fraud or willful breach of this Agreement.

7. Indemnity

7.1 Each party agrees to indemnify the other and their respective directors, officers, employees and agents (the “Indemnitees”) against, and to hold the Indemnitees harmless from, any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable attorney fees and disbursements and other expenses incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) to which such Indemnitees (or any of them) may become subject as a result of (a) any breach of any representation, warranty, covenant or agreement made by or to be performed on the part of either party under this Agreement.

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8. Further Assurances

8.1 The parties to this Agreement hereby agree to execute and deliver all such further documents and instruments and do all acts and things as may be necessary or convenient to carry out the full intent and meaning of and to effect the transactions contemplated by this Agreement.

9. Governing Law

9.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.

10. Survival

10.1 This Agreement, including without limitation the representations and warranties contained herein, shall survive and continue in full force and effect and be binding upon the parties hereto notwithstanding the completion of the purchase of the Purchase Shares as contemplated herein for a period of three years from the date of closing of the transactions contemplated herein.

11. Assignment

11.1 This Agreement is not transferable or assignable.

12. Electronic Means

12.1 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.

13. Severability

13.1 The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

14. Entire Agreement

14.1 Except as expressly provided in this Agreement and in the agreements, instruments and other documents contemplated or provided for herein, this Agreement contains the entire agreement between the parties with respect to the sale of the Purchase Shares and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute or common law.

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15. Notices

15.1 Any notice required or permitted to be given under this Agreement will be validly given if in writing and hand delivered or sent by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy, addressed to the applicable party at its address indicated on the first page of this Agreement or to such other address as any party may specify by notice in writing to the other. Any notice delivered on a business day will be deemed conclusively to have been effectively given on the date notice was delivered and any notice given by electronic communication will be deemed conclusively to have been given on the date of such transmission.

16. Counterparts

16.1 This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument.

17. Currency

17.1 Unless otherwise provided, all dollar amounts referred to in this Agreement are in lawful money of the United States.

18. Independent Legal Advice

18.1 Both parties acknowledge that:

	(a)	this Agreement was prepared by Clark Wilson LLP;

	(b)	Clark Wilson LLP received instructions from the Company and does not represent either of the Purchaser or the Vendor;

	(c)	each of the Vendor and the Purchaser has been advised to obtain his own independent legal advice on this Agreement prior to signing this Agreement;

	(d)	each of the Vendor and the Purchaser has been given adequate time to obtain independent legal advice;

	(e)	by signing this Agreement, the Vendor and the Purchaser each confirms that he fully understands this Agreement; and

	(f)	by signing this Agreement without first obtaining independent legal advice, each of the Vendor and the Purchaser waives his right to obtain independent legal advice.

19. Time of the Essence

19.1 Time is of the essence of this Agreement.

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IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the 5^th day of April, 2013.

OPEX ENERGY CORP.

By:/s/ Joseph Carusone
Joseph Carusone, President




/s/ Joseph Carusone
JOSEPH CARUSONE

EX-10.3 3 exhibit10-3.htm EXHIBIT 10.3 PediatRx Inc.: Exhibit 10.3 - Filed by newsfilecorp.com

SHARE PURCHASE AGREEMENT

BETWEEN:

DAVID TOUSLEY, a businessman with a mailing address of
14610 Pawnee Street, Leawood, Kansas, 66224 USA

(the “Vendor”)

AND:

JOSEPH CARUSONE, a businessman with a mailing address in
care of Primoris Group Inc., 160 Eglinton Avenue East, Suite 406,
Toronto, ON Canada M4P 3B5

(the “Purchaser”)

WHEREAS:

A. The Vendor is the registered and beneficial owner of 400,000 shares (the “Purchase Shares”) of the common stock of PediatRx Inc. (the “Company”), a company incorporated under the laws of the State of Nevada;

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1. Purchase and Sale

1.2 The purchase price of the Purchase Shares is the amount of Nine Thousand Six Hundred Dollars ($9,600) (the “Purchase Price”).

1.3 The closing of the purchase and sale of the Purchase Shares (the “Closing”) shall take place on March __, 2013 or such other date as may be mutually agreed by the parties hereto.

2. Conditions to Closing and Deliveries by the Parties

2.2 At the Closing, the Purchaser will deliver to Vendor the Purchase Price.

3. Acknowledgements

3.1 The Purchaser acknowledges and agrees that none of the Purchase Shares have been registered under the Securities Act of 1933 (the “1933 Act”), or under any state securities or “blue sky” laws of any state of the United States and, unless so registered, they may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S (“Regulation S”) as promulgated by the Securities and Exchange Commission (the “SEC”) under the 1933 Act, except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and, in each case, in accordance with applicable state and provincial securities laws:

4. Representations and Warranties

(a)

the Vendor is the legal and beneficial owner of, and has marketable title to, the Purchase Shares free and clear of all liens, charges and encumbrances of any kind whatsoever other than a Lock-Up Agreement dated February 9, 2011 (the “Lock- Up Agreement”), pursuant to which the Vendor is prohibited from selling 266,666 of the Purchase Shares; and

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(b)

subject to the terms of the Lock-Up Agreement, the Vendor has the power and capacity and good and sufficient right and authority to enter into this Agreement on the terms and conditions set forth in this Agreement and to transfer the legal and beneficial title and ownership of the Purchase Shares to the Purchaser.

	(a)	the Purchaser has the power and capacity and good and sufficient right and authority to enter into this Agreement on the terms and conditions set forth in this Agreement;

	(b)	this Agreement and all other documents required to be executed and delivered by the Purchaser have been duly, or will when executed and delivered be duly, executed and delivered by the Purchaser, and constitute the legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors, specific performance, injunctive relief and other equitable remedies;

	(c)	the Purchaser has not taken any action which would impose any obligation or liability to any person for finder’s fees, agent’s commissions or like payments in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby;

	(d)	the Purchaser is not a “U.S. Person”, as that term is defined in Rule 902 of Regulation S, promulgated by the SEC under the 1933 Act;

	(e)	the sale of the Purchase Shares to the Purchaser as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Purchaser;

	(f)	the Purchaser understands and agrees that none of the Purchase Shares have been registered under the 1933 Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or to U.S. Persons, as that term is defined in Regulation S under the 1933 Act, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;

	(g)	the Purchaser is acquiring the Purchase Shares as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Purchase Shares;

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	(h)	the Purchaser (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Purchase Shares for an indefinite period of time;

	(i)	the Purchaser understands and agrees that the Purchase Shares are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act; and

	(j)	the Purchaser is not acquiring the Purchase Shares as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.

5. Legending and Registration of Subject Shares

6. Termination

7. Indemnity

7.1 Each party agrees to indemnify the other and their respective directors, officers, employees and agents (the “Indemnitees”) against, and to hold the Indemnitees harmless from, any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable attorney fees and disbursements and other expenses incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) to which such Indemnitees (or any of them) may become subject as a result of (a) any breach of any representation, warranty, covenant or agreement made by or to be performed on the part of either party under this Agreement.

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8. Further Assurances

9. Governing Law

9.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

10. Survival

11. Assignment

11.1 This Agreement is not transferable or assignable.

12. Electronic Means

13. Severability

13.1 The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

14. Entire Agreement

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15. Notices

16. Counterparts

17. Currency

17.1 Unless otherwise provided, all dollar amounts referred to in this Agreement are in lawful money of the United States.

18. Independent Legal Advice

18.1 Both parties acknowledge that:

	(a)	this Agreement was prepared by Clark Wilson LLP;

	(b)	Clark Wilson LLP received instructions from the Company and does not represent either of the Purchaser or the Vendor;

	(c)	each of the Vendor and the Purchaser has been advised to obtain his own independent legal advice on this Agreement prior to signing this Agreement;

	(d)	each of the Vendor and the Purchaser has been given adequate time to obtain independent legal advice;

	(e)	by signing this Agreement, the Vendor and the Purchaser each confirms that he fully understands this Agreement; and

	(f)	by signing this Agreement without first obtaining independent legal advice, each of the Vendor and the Purchaser waives his right to obtain independent legal advice.

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19. Time of the Essence

19.1 Time is of the essence of this Agreement.

IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the 8th day of March, 2013.

/s/ David Tousley
DAVID TOUSLEY




/s/ Joseph Carusone
JOSEPH CARUSONE