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) May 9, 2011

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

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.

Please see the disclosure under Item 2.03 of this current report on Form 8-K.

Item 2.03        Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On May 9, 2011, we accepted a subscription from one non-US investor and issued a promissory note dated May 6, 2011 in the amount of $250,000. The promissory note is payable in full on May 6, 2012, and is to accrue simple interest, calculated monthly in arrears, at a rate of 5% per annum commencing on the date of the promissory note and payable at maturity.

Under the terms of the promissory note, if principal is not paid when due, we have agreed to pay all collection costs including, legal fees, and certain expenses incurred by the lender.

We may prepay all or any portion of the principal sum without prior notice to, or the consent of, the lender, at any time during the term of the promissory note provided that (i) we are not in default at the time of prepayment, (ii) if the prepayment occurs at any time prior to the first day of the sixth calendar month following the date of the promissory note, we must pay, in lieu of actual interest accrued, an amount equal to the interest that would have accrued on the amount of the principal sum prepaid if the same had been outstanding for six months; and (iii) if the prepayment occurs at any time after the first day of the sixth calendar month following the date of the promissory note, we must pay all interest that has actually accrued on the amount of the principal sum that is prepaid.

Item 9.01        Financial Statements and Exhibits.

(d)                    Exhibits.

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: May 11, 2011