---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549FORM 10-Q(Mark
One)[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGEACT OF 1934For the quarterly period ended
May 31, 2011or[ ] TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934For
the transition period from _____________ to _____________Commission File
Number: 000-52218PEDIATRX
INC.(Exact name of registrant as specified in its
charter)

|Nevada                                                               | 20-2590810                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)

405 Trimmer Road, Suite 200, Califon, New Jersey
07830(Address of principal executive offices) (Zip
Code)(908) 975-0753(Registrant's telephone number,
including area code)N/A(Former name, former address
and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]   No [ ]

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Yes [ ]   No [ ]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.

Large accelerated filer
    [  ]
    
    Accelerated filer
    [  ]Non-accelerated filer
    [  ]
    (Do not check if a smaller reporting
      company)
    Smaller reporting company
    [X]


Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes [  ]   No [X]

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- ii -

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY 
  PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court. Yes [  ]    No [  ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable date
20,836,000 shares of common stock are issued and outstanding as of July 8,
2011.

---

- iii -TABLE OF CONTENTS

|PART IFINANCIAL
      INFORMATION                                                                   | 1 
|---------------------------------------------------------------------------------------------------- | --
|Item 1. Consolidated Financial
      Statements (Unaudited)                                          | 1 
|Consolidated
      Balance Sheets                                                                    | 2 
|Consolidated Statements of
      Operations                                                          | 3 
|Consolidated
      Statements of Cash Flows                                                          | 4 
|Consolidated Statements of Changes
      in Stockholders' Equity (Deficit)                           | 5 
|Notes to the
      Consolidated Financial Statements                                                 | 6 
|Item 2. Management's Discussion and
      Analysis of Financial Condition and Results of Operations. | 15
|Item 3. Quantitative
      and Qualitative Disclosures about Market Risk                             | 20
|Item 4T. Controls and Procedures.                                                                    | 20
|PART IIOTHER
      INFORMATION                                                                      | 21
|Item 1. Legal Proceedings.                                                                           | 21
|Item 1A. Risk
      Factors                                                                          | 21
|Item 2. Unregistered Sales of Equity
      Securities and Use of Proceeds                            | 26
|Item 3. Defaults Upon
      Senior Securities.                                                       | 26
|Item 4. [REMOVED AND RESERVED]                                                                       | 26
|Item 5. Other
      Information.                                                                     | 26
|Item 6. Exhibits                                                                                     | 27
|SIGNATURES                                                                                           | 29

---

PART IFINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED).







PediatRx Inc. (formerly Striker Energy Corp.)(A
Development Stage Company)Financial StatementsMay 31,
2011









1

---

|PediatRx Inc. (formerly Striker Energy Corp.)
|---------------------------------------------
|(A Development Stage Company)                
|Balance Sheets                               

|                                                                                                                                                                                                                   |   | As of       |   |   | As of        |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | ----------- | - | - | ------------ | -
|                                                                                                                                                                                                                   |   | May 31,     |   |   | February 28, |  
|                                                                                                                                                                                                                   |   | 2011        |   |   | 2011         |  
|                                                                                                                                                                                                                   |   | (Unaudited) |   |   | (Audited)    |  
|                                                                                                                                                                                                                   |   |             |   |   |              |  
|Assets                                                                                                                                                                                                             |   |             |   |   |              |  
|                                                                                                                                                                                                                   |   |             |   |   |              |  
|Current assets                                                                                                                                                                                                     |   |             |   |   |              |  
|Cash and cash equivalents                                                                                                                                                                                          | $ | 448,678     |   | $ | 549,392      |  
|Accounts receivable, net of reserves                                                                                                                                                                               |   | 51,000      |   |   | 55,080       |  
|Inventories                                                                                                                                                                                                        |   | 104,420     |   |   | 107,675      |  
|Prepaid expenses                                                                                                                                                                                                   |   | 3,628       |   |   | 3,960        |  
|                                                                                                                                                                                                                   |   |             |   |   |              |  
|Total current assets                                                                                                                                                                                               |   | 607,726     |   |   | 716,107      |  
|Intangible assets, net of accumulated amortization                                                                                                                                                                 |   | 809,252     |   |   | 831,322      |  
|Security deposits                                                                                                                                                                                                  |   | 992         |   |   | 992          |  
|                                                                                                                                                                                                                   |   |             |   |   |              |  
|Total assets                                                                                                                                                                                                       | $ | 1,417,970   |   | $ | 1,548,421    |  
|                                                                                                                                                                                                                   |   |             |   |   |              |  
|Liabilities                                                                                                                                                                                                        |   |             |   |   |              |  
|Current liabilities                                                                                                                                                                                                |   |             |   |   |              |  
|Accounts payable and accrued liabilities                                                                                                                                                                           | $ | 327,836     |   | $ | 314,425      |  
|Promissory notes                                                                                                                                                                                                   |   | 250,000     |   |   | 250,000      |  
|Total current
      liabilities                                                                                                                                                                                    |   | 577,836     |   |   | 564,425      |  
|Promissory notes                                                                                                                                                                                                   |   | 250,000     |   |   | -            |  
|Total liabilities                                                                                                                                                                                                  |   | 827,836     |   |   | 564,425      |  
|Stockholders equity                                                                                                                                                                                               |   |             |   |   |              |  
|Capital stock
      Authorized    150,000,000 common shares, par
      value $0.0001 Issued and outstanding    May
      31, 2011  20,836,000 common shares    February
      28, 2011  20,836,000 common shares |   | 2,084       |   |   | 2,084        |  
|Additional paid-in capital                                                                                                                                                                                         |   | 2,338,045   |   |   | 2,280,695    |  
|Deficit accumulated during the development
      stage                                                                                                                                                             |   | (1,749,995  | ) |   | (1,298,783   | )
|Total stockholders' equity                                                                                                                                                                                         |   | 590,134     |   |   | 983,996      |  
|Total liabilities and
      stockholders' equity                                                                                                                                                                   | $ | 1,417,970   |   | $ | 1,548,421    |  

The accompanying notes are an integral part of these financial
statements.

2

---

|PediatRx Inc. (formerly Striker Energy Corp.)
|---------------------------------------------
|(A Development Stage Company)                
|Statements of Operations                     

|                                                                              |   | For the
      period |   |   |               |   |   |               |  
|----------------------------------------------------------------------------- | - | -------------------- | - | - | ------------- | - | - | ------------- | -
|                                                                              |   | from the date        |   |   | For the three |   |   | For the three |  
|                                                                              |   | of inception on      |   |   | month period  |   |   | month period  |  
|                                                                              |   | March 18, 2005       |   |   | ended         |   |   | ended         |  
|                                                                              |   | to May 31, 2011      |   |   | May 31, 2011  |   |   | May 31, 2010  |  
|                                                                              |   |                      |   |   |               |   |   |               |  
|Net revenues                                                                  | $ | 369,828              |   | $ | 103,020       |   | $ | -             |  
|                                                                              |   |                      |   |   |               |   |   |               |  
|Cost of Goods Sold                                                            |   | 102,295              |   |   | 16,732        |   |   | -             |  
|                                                                              |   |                      |   |   |               |   |   |               |  
|Gross Margin                                                                  |   | 267,533              |   |   | 86,288        |   |   | -             |  
|                                                                              |   |                      |   |   |               |   |   |               |  
|Expenses                                                                      |   |                      |   |   |               |   |   |               |  
|Bank charges and interest                                                     |   | 3,542                |   | $ | 599           |   | $ | 62            |  
|Employee expenses                                                             |   | 256,258              |   |   | 97,180        |   |   | -             |  
|Stock based compensation                                                      |   | 57,350               |   |   | 57,350        |   |   | -             |  
|Consulting fees                                                               |   | 456,873              |   |   | 66,090        |   |   | -             |  
|Marketing expense                                                             |   | 424,144              |   |   | 169,220       |   |   | -             |  
|Travel expense                                                                |   | 35,531               |   |   | 11,932        |   |   | -             |  
|Filing fees                                                                   |   | 24,430               |   |   | 4,139         |   |   | 743           |  
|Interest expense                                                              |   | 27,803               |   |   | 9,396         |   |   | 625           |  
|Investor relations                                                            |   | 17,724               |   |   | 7,382         |   |   | -             |  
|Legal and accounting fees                                                     |   | 301,980              |   |   | 44,058        |   |   | 10,246        |  
|Licenses and permits                                                          |   | 55,995               |   |   | 5,587         |   |   | -             |  
|Management fees                                                               |   | 48,000               |   |   | -             |   |   | 3,000         |  
|Mineral property expenditures                                                 |   | 15,124               |   |   | -             |   |   | -             |  
|Office expenses                                                               |   | 6,891                |   |   | 3,209         |   |   | -             |  
|Insurance expense                                                             |   | 66,502               |   |   | 5,612         |   |   | -             |  
|Regulatory expense                                                            |   | 87,769               |   |   | 29,854        |   |   | -             |  
|Rent                                                                          |   | 15,588               |   |   | 1,592         |   |   | 600           |  
|Transfer agent fees                                                           |   | 22,394               |   |   | 1,055         |   |   | 1,238         |  
|Website development                                                           |   | 13,887               |   |   | -             |   |   | -             |  
|Amortization expense                                                          |   | 73,568               |   |   | 22,070        |   |   | -             |  
|State franchise tax                                                           |   | 1,175                |   |   | 1,175         |   |   | -             |  
|Write down of mineral property acquisition
      costs                        |   | 5,000                |   |   | -             |   |   | -             |  
|                                                                              |   |                      |   |   |               |   |   |               |  
|Total Expenses                                                                |   | 2,017,528            |   |   | 537,500       |   |   | 16,514        |  
|                                                                              |   |                      |   |   |               |   |   |               |  
|Net loss for the period                                                       | $ | (1,749,995           | ) | $ | (451,212      | ) | $ | (16,514       | )
|                                                                              |   |                      |   |   |               |   |   |               |  
|Basic and diluted loss per common
      share                                 |   |                      |   | $ | (0.022        | ) | $ | (0.001        | )
|                                                                              |   |                      |   |   |               |   |   |               |  
|Weighted average number of common
      shares used in per share calculations |   |                      |   |   | 20,836,000    |   |   | 20,506,000    |  

The accompanying notes are an integral part of these financial
statements.3

---

|PediatRx Inc. (formerly Striker Energy Corp.)                
|-------------------------------------------------------------
|(A Development Stage Company)                                
|Statements of Changes in Stockholders' Equity
      (Deficit)

|                                                                                                       |  |               |   |   |         |   |   |            |   |   | Deficit,    |   |   |               |  
|------------------------------------------------------------------------------------------------------ |  | ------------- | - | - | ------- | - | - | ---------- | - | - | ----------- | - | - | ------------- | -
|                                                                                                       |  |               |   |   |         |   |   |            |   |   | accumulated |   |   | Total         |  
|                                                                                                       |  |               |   |   |         |   |   | Additional |   |   | during the  |   |   | stockholders |  
|                                                                                                       |  | Number of     |   |   | Capital |   |   | paid-in    |   |   | development |   |   | equity        |  
|                                                                                                       |  | shares issued |   |   | stock   |   |   | capital    |   |   | stage       |   |   | (deficit)     |  
|Balance as of March 18, 2005
    (inception)                                                           |  | -             |   | $ | -       |   | $ | -          |   | $ | -           |   | $ | -             |  
|Restricted common shares issued for
      cash ($0.0005 per
      share)  September
    2005          |  | 10,000,000    |   |   | 1,000   |   |   | 4,000      |   |   | -           |   |   | 5,000         |  
|Contributions to capital by related 
      parties
     expenses                                      |  | -             |   |   | -       |   |   | 600        |   |   | -           |   |   | 600           |  
|Net loss for the period                                                                                |  | -             |   |   | -       |   |   | -          |   |   | (21,237     | ) |   | (21,237       | )
|                                                                                                       |  |               |   |   |         |   |   |            |   |   |             |   |   |               |  
|Balance as of February 28, 2006                                                                        |  | 10,000,000    |   |   | 1,000   |   |   | 4,600      |   |   | (21,237     | ) |   | (15,637       | )
|Common shares issued for cash ($0.005
      per
    share)  May 2006                                  |  | 10,000,000    |   |   | 1,000   |   |   | 49,000     |   |   | -           |   |   | 50,000        |  
|Common shares issued for services 
      ($0.005 per share) 
      August 2006 and 
    February 2007 |  | 6,000         |   |   | 1       |   |   | 29         |   |   | -           |   |   | 30            |  
|Contributions to capital by related 
      parties
     expenses                                      |  | -             |   |   | -       |   |   | 11,400     |   |   | -           |   |   | 11,400        |  
|Net loss for the year                                                                                  |  | -             |   |   | -       |   |   | -          |   |   | (50,890     | ) |   | (50,890       | )
|                                                                                                       |  |               |   |   |         |   |   |            |   |   |             |   |   |               |  
|Balance as of February 28, 2007                                                                        |  | 20,006,000    |   |   | 2,001   |   |   | 65,029     |   |   | (72,127     | ) |   | (5,097        | )
|Contributions to capital by related 
      parties
     expenses                                      |  | -             |   |   | -       |   |   | 14,400     |   |   | -           |   |   | 14,400        |  
|Common shares returned and cancelled 
      for cash ($0.005 per
    share)  April 2007               |  | (1,000,000    | ) |   | (100    | ) |   | (4,900     | ) |   | -           |   |   | (5,000        | )
|Common shares issued for cash ($0.01
      per
    share)  May 2007                                   |  | 1,000,000     |   |   | 100     |   |   | 4,900      |   |   | -           |   |   | 5,000         |  
|Net loss for the year                                                                                  |  | -             |   |   | -       |   |   | -          |   |   | (65,411     | ) |   | (65,411       | )
|                                                                                                       |  |               |   |   |         |   |   |            |   |   |             |   |   |               |  
|Balance as of February 28, 2008                                                                        |  | 20,006,000    |   |   | 2,001   |   |   | 79,429     |   |   | (137,538    | ) |   | (56,108       | )
|Contributions to capital by related 
      parties
     expenses                                      |  | -             |   |   | -       |   |   | 14,400     |   |   | -           |   |   | 14,400        |  
|Contributions to capital by related 
      parties  loan
    forgiveness                              |  | -             |   |   | -       |   |   | 38,950     |   |   | -           |   |   | 38,950        |  
|Common shares issued for cash ($0.10 
      per
    share)  November 2008                             |  | 500,000       |   |   | 50      |   |   | 49,950     |   |   | -           |   |   | 50,000        |  
|Net loss for the year                                                                                  |  | -             |   |   | -       |   |   | -          |   |   | (53,957     | ) |   | (53,957       | )
|                                                                                                       |  |               |   |   |         |   |   |            |   |   |             |   |   |               |  
|Balance as of February 28, 2009                                                                        |  | 20,506,000    |   |   | 2,051   |   |   | 182,729    |   |   | (191,495    | ) |   | (6,715        | )
|Contributions to capital by related 
      parties
       expenses                                    |  | -             |   |   | -       |   |   | 14,399     |   |   | -           |   |   | 14,399        |  
|Net loss for the year                                                                                  |  | -             |   |   | -       |   |   | -          |   |   | (58,201     | ) |   | (58,201       | )
|                                                                                                       |  |               |   |   |         |   |   |            |   |   |             |   |   |               |  
|Balance as of February 28, 2010                                                                        |  | 20,506,000    |   |   | 2,051   |   |   | 197,128    |   |   | (249,696    | ) |   | (50,517       | )
|Contributions to capital by related
      parties
       expenses                                     |  | -             |   |   | -       |   |   | 3,600      |   |   | -           |   |   | 3,600         |  
|Common shares issued for cash ($0.20
    per share)  June 2010                                        |  | 1,500,000     |   |   | 150     |   |   | 299,850    |   |   | -           |   |   | 300,000       |  
|Common shares issued for cash ($0.50
      per
      share)  July 2010                                |  | 1,500,000     |   |   | 150     |   |   | 749,850    |   |   | -           |   |   | 750,000       |  
|Common shares issued for cash ($1.00 
      per share)  November
      2010                           |  | 825,000       |   |   | 83      |   |   | 824,917    |   |   | -           |   |   | 825,000       |  
|Common shares returned and cancelled 
    November 2010                                               |  | (3,700,000    | ) |   | (370    | ) |   | 370        |   |   | -           |   |   | -             |  
|Common shares issued for debt 
      cancellation ($1.00 per
      share)  
    November 2010         |  | 205,000       |   |   | 20      |   |   | 204,980    |   |   | -           |   |   | 205,000       |  
|Net loss for the year                                                                                  |  | -             |   |   | -       |   |   | -          |   |   | (1,049,087  | ) |   | (1,049,087    | )
|                                                                                                       |  |               |   |   |         |   |   |            |   |   |             |   |   |               |  
|Balance as of February 28, 2011                                                                        |  | 20,836,000    |   |   | 2,084   |   |   | 2,280,695  |   |   | (1,298,783  | ) |   | 983,996       |  
|                                                                                                       |  |               |   |   |         |   |   |            |   |   |             |   |   |               |  
|Stock based compensation                                                                               |  | -             |   |   | -       |   |   | 57,350     |   |   | -           |   |   | 57,350        |  
|Net loss for the period                                                                                |  | -             |   |   | -       |   |   | -          |   |   | (451,212    | ) |   | (451,212      | )
|                                                                                                       |  |               |   |   |         |   |   |            |   |   |             |   |   |               |  
|Balance as of May 31, 2011                                                                             |  | 20,836,000    |   | $ | 2,084   |   | $ | 2,338,045  |   | $ | (1,749,995  | ) | $ | 590,134       |  

The accompanying notes are an integral part of these financial
statements.4

---

|PediatRx Inc. (formerly Striker Energy Corp.)
|---------------------------------------------
|(A Development Stage Company)                
|Statements of Cash Flows                     

|                                                                                                                                                      |   | For the period  |   |   |               |   |   |               |  
|----------------------------------------------------------------------------------------------------------------------------------------------------- | - | --------------- | - | - | ------------- | - | - | ------------- | -
|                                                                                                                                                      |   | from the date   |   |   | For the three |   |   | For the three |  
|                                                                                                                                                      |   | of inception on |   |   | month period  |   |   | month period  |  
|                                                                                                                                                      |   | March 18, 2005  |   |   | ended         |   |   | ended         |  
|                                                                                                                                                      |   | to May 31, 2011 |   |   | May 31, 2011  |   |   | May 31, 2010  |  
|                                                                                                                                                      |   |                 |   |   |               |   |   |               |  
|Cash flows from operating activities                                                                                                                  |   |                 |   |   |               |   |   |               |  
|Net loss for the period                                                                                                                               | $ | (1,749,995      | ) | $ | (451,212      | ) | $ | (16,514       | )
|Adjustments to reconcile loss to net cash
      used in operating activities                                                                          |   |                 |   |   |               |   |   |               |  
|Amortization expense                                                                                                                                  |   | 73,568          |   |   | 22,070        |   |   | -             |  
|Contributions to
      capital by related parties  expenses                                                                                          |   | 58,799          |   |   | -             |   |   | 3,600         |  
|Contributions to
      capital by related party  forgiveness of debt                                                                                 |   | 38,950          |   |   | -             |   |   | -             |  
|Common shares
      issued for services                                                                                                               |   | 30              |   |   | -             |   |   | -             |  
|Write down of mineral property
      acquisition costs                                                                                                |   | 5,000           |   |   | -             |   |   | -             |  
|Stock based
      compensation                                                                                                                        |   | 57,350          |   |   | 57,350        |   |   | -             |  
|Changes in operating assets and liabilities; net of
      effects
      from acquisition of Granisol product line and
      mineral property interest |   |                 |   |   |               |   |   |               |  
|(Increase) decrease in accounts
      receivable                                                                                                      |   | (51,000         | ) |   | 4,080         |   |   | -             |  
|Decrease in inventory                                                                                                                                 |   | 12,760          |   |   | 3,255         |   |   | -             |  
|(Increase) decrease in prepaids and
      deposits                                                                                                    |   | (4,620          | ) |   | 332           |   |   | -             |  
|Increase in accounts payable and accrued liabilities                                                                                                  |   | 332,836         |   |   | 13,411        |   |   | 8,246         |  
|                                                                                                                                                      |   |                 |   |   |               |   |   |               |  
|Cash used in operating
      activities                                                                                                               |   | (1,226,322      | ) |   | (350,714      | ) |   | (4,668        | )
|                                                                                                                                                      |   |                 |   |   |               |   |   |               |  
|Cash flows from investing activities                                                                                                                  |   |                 |   |   |               |   |   |               |  
|Acquisition of mineral property interest                                                                                                              |   | (10,000         | ) |   | -             |   |   | -             |  
|Acquisition of Granisol product line                                                                                                                  |   | (1,000,000      | ) |   | -             |   |   | -             |  
|                                                                                                                                                      |   |                 |   |   |               |   |   |               |  
|Cash used in investing
      activities                                                                                                               |   | (1,010,000      | ) |   | -             |   |   | -             |  
|                                                                                                                                                      |   |                 |   |   |               |   |   |               |  
|Cash flows from financing activities                                                                                                                  |   |                 |   |   |               |   |   |               |  
|Proceeds from issuance of promissory notes                                                                                                            |   | 705,000         |   |   | 250,000       |   |   | -             |  
|Common shares returned to treasury                                                                                                                    |   | (5,000          | ) |   | -             |   |   | -             |  
|Proceeds from issuance of common stock                                                                                                                |   | 1,985,000       |   |   | -             |   |   | -             |  
|                                                                                                                                                      |   |                 |   |   |               |   |   |               |  
|Cash provided
      by financing activities                                                                                                           |   | 2,685,000       |   |   | 250,000       |   |   | -             |  
|                                                                                                                                                      |   |                 |   |   |               |   |   |               |  
|**Increase
      (decrease) in cash and cash** equivalents                                                                                            |   | 448,678         |   |   | (100,714      | ) |   | (4,668        | )
|                                                                                                                                                      |   |                 |   |   |               |   |   |               |  
|**Cash and
      cash equivalents, beginning of** period                                                                                              |   | -               |   |   | 549,392       |   |   | 6,760         |  
|                                                                                                                                                      |   |                 |   |   |               |   |   |               |  
|Cash and cash
      equivalents, end of period                                                                                                        | $ | 448,678         |   | $ | 448,678       |   | $ | 2,092         |  

The accompanying notes are an integral part of these financial
statements.

5

---

|1. | Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The accompanying unaudited condensed financial statements
      of PediatRx Inc. (the "Company" or PediatRx) have been prepared in
      accordance with the rules and regulations of the Securities and Exchange
      Commission, or the SEC, including the instructions to Form 10-Q and
      Regulation S-X. Effective December 28, 2010, the Company changed its name
      from Striker Energy Corp. to PediatRx Inc. to better reflect its new
      business. This name change was effected by a merger with the Companys
      wholly-owned subsidiary, PediatRx Inc., a Nevada corporation.                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | In the opinion of the management of the Company, all
      adjustments, which are of a normal recurring nature, necessary for a fair
      statement of the results for the three month periods and for the period
      from the date of inception have been made. Results for the interim periods
      presented are not necessarily indicative of the results that might be
      expected for the entire fiscal year. When used in these notes, the terms
      "Company", "we", "us" or "our" mean PediatRx Inc..                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Certain information and note disclosures normally
      included in financial statements prepared in accordance with generally
      accepted accounting principles in the United States of America have been
      condensed or omitted from these statements pursuant to such rules and
      regulations and, accordingly, they do not include all the information and
      notes necessary for comprehensive financial statements and should be read
      in conjunction with our audited financial statements for the year ended
      February 28, 2011.                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2. | Nature and Continuance of Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Striker Energy Corp. was incorporated under the laws of
      the State of Nevada on March 18, 2005. The Company originally intended to
      engage in the acquisition and exploration of mineral properties. On
      September 28, 2005, the Company entered into a mineral property option
      agreement with an unrelated third party (the Seller), wherein the
      Company would acquire 50% of the rights, title and interests in and to the
      Bald Mountain Claims in Nevada. Early in the summer of 2008, the Company
      abandoned its efforts to acquire the Bald Mountain Claims with a notice to
      the Seller. The Company transitioned its business from mineral property
      exploration to oil and natural gas exploration.                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Effective September 12, 2008, the Company completed a
      stock split by the issuance of two new common shares for each one
      outstanding common share of the Company. Unless otherwise noted, all
      references herein to number of shares, price per share or weighted average
      number of shares outstanding have been adjusted to reflect this stock
      split on a retroactive basis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | On June 17, 2010, we entered into a letter of intent with
      Cypress Pharmaceutical, Inc. (Cypress) to acquire all of the assets
      associated with Granisol® (granisetron HC1) oral solution (Granisol).
      First approved in 2008, Granisol is an oral, liquid granisetron solution,
      formerly distributed by Hawthorn Pharmaceuticals, a subsidiary of Cypress.
      The Food and Drug Administration has approved Granisols use in cancer
      care to treat nausea and vomiting associated with cancer therapy. On June
      18, 2010, we caused PediatRx Inc. to be incorporated as a wholly-owned
      subsidiary of Striker Energy Corp. under the laws of the state of Nevada.
      On July 23, 2010, PediatRx concluded a definitive agreement to acquire
      Granisol from Cypress and we turned our focus to the pharmaceutical
      industry and terminated our interest in oil and natural gas
      exploration.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | PediatRx intends to acquire or license the rights to
      produce and/or market FDA approved branded pharmaceuticals and expects to
      add value by more effectively marketing these products to healthcare
      professionals and other key constituents. In addition, PediatRx expects to
      reformulate existing pharmaceutical products into more pediatric-friendly
      offerings using an approach that leverages existing safety data to fast
      track regulatory approval. PediatRx also plans to expand the application
      of its core products to additional therapeutic areas and seek partnerships
      outside of the United States.                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | On December 28, 2010 we completed a merger of PediatRx
      into Striker Energy Corp. and changed the name of Striker Energy Corp. to
      PediatRx Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|6 

---

The Company is a development stage
enterprise, as defined in Financial Accounting Standards Board (FASB)
Accounting Standards Codification (ASC) Topic 915, Development Stage
Entities. The Company is devoting substantially all of its present efforts
to the initial marketing of Granisol and seeking to secure rights to other
pharmaceutical products through acquisition, licensing and reformulation
activities.

The Company has a loss of $451,212 for
the three month period ended May 31, 2011 (May 31, 2010 $16,514, cumulative 
$1,749,995) and has a working capital deficit at May 31, 2011 of $220,110
(February 28, 2011  working capital of $151,682). The Company's financial
statements as of May 31, 2011 and for the three month period ended May 31, 2011
have been prepared on a going concern basis, which contemplates the realization
of assets and the settlement of liabilities and commitments in the normal course
of business.

Management cannot provide assurance
that the Company will ultimately achieve profitable operations or become cash
flow positive, or raise additional debt and/or equity capital. As of May 31,
2011, the Company's assets consisted of cash and cash equivalents of $448,678
and accounts receivable from product sales, net of discounts and allowances, of
$51,000. Management believes that the Company's capital resources are not
currently adequate to continue operating and maintaining its business strategy
for the fiscal year ending February 28, 2012. The Company believes however, that
it will be able to raise capital through additional debt and/or equity
financings and that such financings, combined with increasing product sales, as
well as potential additional product transactions will allow the Company to fund
its operations in the future. Although the Company has historically raised
capital from sales of equity and from the issuance of promissory notes, there is
no assurance that it will be able to continue to do so. If the Company is unable
to raise additional capital or secure additional lending in the near future,
management expects that the Company will need to curtail or cease operations.
These financial statements do not include any adjustments related to the
recoverability and classification of assets or the amounts and classification of
liabilities that might be necessary should the Company be unable to continue as
a going concern.

As of May 31, 2011, the Company was in
the process of transitioning to its new operating business and expects to incur
operating losses for the next twelve months as it builds out its infrastructure
and begins its full distribution activities for Granisol.

|3. | The Granisol Acquisition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | On July 23, 2010 (the Closing Date), the Granisol
      product line was acquired by the Company for cash consideration totaling
      $1 million. All inventories and intangibles associated with the Granisol
      product line were included in the purchase. Operations of the Granisol
      product line are included in the Companys statement of operations since
      the Closing Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | As part of the closing and transfer of assets to PediatRx
      on July 23, 2010, PediatRx assumed a single product manufacturing and
      supply agreement with Therapex, a division of E-Z-EM Canada, Inc. to
      enable the manufacturing of the Granisol product line. Under the terms of
      the agreement, Therapex will manufacture the product in compliance with
      current Good Manufacturing Practice (cGMP) and oversee all quality control
      and packaging through to finished product to meet PediatRx's
      requirements.                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Prior to the Closing Date, a purchase order was placed
      with Therapex for one lot of product to be delivered subsequent to the
      closing date. Such inventory to be delivered is an integral part of the
      acquisition and the seller has been paid by PediatRx as part of the $1
      million cash consideration. The Company assigned $117,180 to inventory
      receivable on the balance sheet as of the Closing Date, with the remaining
      purchase price allocated to the product rights and know-how associated
      with the ANDA, the Granisol trademark, and the manufacturing and supply
      agreement with Therapex. The related inventory was received in October
      2010. The Company is amortizing the product rights and know-how over the
      estimated useful life of ten years on a straight line basis, beginning
      with August, 2010.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7 

---

The purchase price for the Granisol
product line was allocated in accordance with the acquisition method of
accounting. The acquisition method of accounting is based on ASC 805,
Business Combinations, and uses the fair value concepts defined in ASC
820, Fair Value Measurements and Disclosures.

The following unaudited pro forma
information was prepared assuming that the acquisitions of Granisol had taken
place at the beginning of fiscal 2011. In preparing the pro forma financial
information, various assumptions were made. Therefore, the Company does not
imply that the future results will be indicative of the following pro forma
information:

| |                                        |   | Three Months       |   |   | Three Months       |  
| | -------------------------------------- | - | ------------------ | - | - | ------------------ | -
| |                                        |   | Ended              |   |   | Ended              |  
| |                                        |   | May
      31, 2011 |   |   | May
      31, 2010 |  
| |                                        |   |                    |   |   |                    |  
| | Net sales                              | $ | 103,020            |   | $ | 33,394             |  
| | Net loss                               |   | (451,212           | ) |   | (14,683            | )
| | Net loss per share - basic and diluted |   | (0.022             | ) |   | (0.001             | )

|4. | Mineral Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | On September 28, 2005, the Company entered into a mineral
      property option agreement with an unrelated third party, wherein the
      Company could acquire 50% of the rights, title and interests in and to the
      Bald Mountain Claims in Nye County, Nevada (the "Bald Mountain Claims") by
      paying $5,000 in cash on signing (paid), $5,000 on the second anniversary
      of the agreement (accrued), $10,000 on the third anniversary of the
      agreement and completing exploration expenditures totalling $500,000 by
      September 28, 2010. During the year ended February 28, 2006, the Company
      recorded a write down of mineral property acquisition costs of $5,000
      related to the Bald Mountain Claims.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | During the year ended February 29, 2008, the Company
      incurred mineral property acquisition costs of $5,000 related to Bald
      Mountain Claims. This amount was initially capitalized as an intangible
      asset. During the year ended February 29, 2008, the Company recorded a
      write down of mineral property acquisition costs of $5,000 related to the
      Bald Mountain Claims.                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | During the year ended February 28, 2009, the Company
      abandoned its interest in the Bald Mountain Claims and recorded a recovery
      of mineral property acquisition costs of $5,000. This amount was
      previously recorded as payable on September 28, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|8 

---

|5. | Promissory Notes
|-- | ----------------

May 31, 2011
    
    
    February 28, 2011Issued on June 15, 2009, the unsecured promissory note, bearing
      interest at five percent (5%) per annum on the principal balance of
      $50,000, was originally due on June 15, 2011. Effective May 18, 2011 the
      promissory note was amended whereby the maturity date of the note was
      extended until June 15, 2012. The principal amount or such portion thereof
      as shall remain outstanding from time to time shall accrue simple
      interest, calculated monthly in arrears, at a rate of 5% per annum
      commencing on the date of this promissory note and payable at maturity.
      When not in default, the unsecured promissory note and any accrued
      interest can be repaid in whole or in part without notice or penalty.
    
    $
    50,000
    
    $
    50,000Issued on July 26, 2010, the unsecured promissory note, bearing
      interest at five percent (5%) per annum on the principal balance of
      $200,000, was originally due on July 26, 2011. Effective May 23, 2011 the
      promissory note was amended whereby the maturity date of the note was
      extended until July 26, 2012. The principal amount or such portion thereof
      as shall remain outstanding from time to time shall accrue simple
      interest, calculated monthly in arrears, at a rate of 5% per annum
      commencing on the date of this promissory note and payable at maturity.
      When not in default, the unsecured promissory note and any accrued
      interest can be repaid in whole or in part without notice or penalty with
      a minimum of six months interest due if repaid prior to the six month
      anniversary.
    
    
    200,000
    
    
    200,000Issued on May 6, 2011 the unsecured promissory note, bearing
      interest at five percent (5%) per annum on the principal balance of
      $250,000, is due on May 6, 2012. The principal amount or such portion
      thereof as shall remain outstanding from time to time shall accrue simple
      interest, calculated monthly in arrears, at a rate of 5% per annum
      commencing on the date of this promissory note and payable at maturity.
      When not in default, the unsecured promissory note and any accrued
      interest can be repaid in whole or in part without notice or penalty with
      a minimum of six months interest due if repaid prior to the six month
      anniversary.
    
    
    250,000
    
    
    -Total Promissory Notes
    
    $
    500,000
    
    $
    250,000


|6. | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | During the three month period ended May 31, 2010, an
      officer and director of the Company made contributions to capital for
      management fees in the amount of $3,000 (May 31, 2011  none, cumulative -
      $48,000) and for rent in the amount of $600 (May 31, 2011  none,
      cumulative - $10,799).                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Effective May 28, 2010, the Company entered into a
      consulting agreement with Dr. Cameron Durrant, a shareholder of the
      Company, to assist management in the identification of opportunities
      available to the Company in the healthcare industry and to recommend terms
      of potential acquisitions. Under the agreement, the Company was to
      compensate Dr. Durrant on a time-spent basis at the rate of $1,000 per
      day, plus reimbursement of reasonable associated expenses. Dr. Durrant's
      agreement with the Company dated May 28, 2010 was terminated in lieu of
      the September 24, 2010 agreement.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | On September 24, 2010, with retroactive effect to July 1,
      2010, the Company entered into a second consulting agreement with Dr.
      Durrant. Pursuant to the consulting agreement, Dr. Durrant agreed
  to perform such duties as are regularly and customarily performed
by the Chief Executive Officer of a corporation. The term of the consulting
agreement is one year from July 1, 2010, unless both parties agree to
extend.                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|9 

---

In addition, of the 4,250,000 shares of
the Companys common stock owned by Dr. Durrant, 2,833,333 shares are subject to
a lockup agreement between the Company and Dr. Durrant, which lockup agreement
became effective February 9, 2011. Pursuant to the terms of the lockup
agreement, Dr. Durrant agreed not to sell, assign or convey or otherwise dispose
of any shares subject to the lockup agreement until December 31, 2015. The
lockup agreement expires on December 31, 2015.

During the three month period ended May
31, 2011, the Company paid $85,128 (May 31, 2010  $0, cumulative  $188,371) in
connection with Dr. Durrants consulting agreements, including $22,628 related
to amounts accrued but unpaid in prior periods. As of May 31, 2011, the Company
has recorded a payable to Dr. Durrant of $52,796 related to prior period
consulting fees that are unpaid as of that date. Also during the three month
period ended May 31, 2011, the Company paid Dr. Durrant $25,672 related to
expenses paid by him associated to the establishment of PediatRx (May 31, 2010 
$0, cumulative  $27,545). As of May 31, 2011, the Company has recorded a
payable to Dr. Durrant of $59,900 related to such business establishment
expenses that are unpaid as of that date.

On September 14, 2010, with retroactive
effect to July 1, 2010, the Company entered into an employment agreement with
Mr. David Tousley, Chief Financial Officer, Treasurer and Secretary of PediatRx.
Pursuant to the employment agreement, Mr. Tousley agreed to perform such duties
as are regularly and customarily performed by the Chief Financial Officer of a
corporation. Mr. Tousley is also eligible to receive an annual bonus and an
annual stock option award at the end of each year at the discretion of the board
of directors of PediatRx. The term of the employment agreement is two years from
July 1, 2010, unless both parties agree to extend.

In addition, of the 400,000 shares of
the Companys common stock owned by Mr. Tousley, 266,666 shares are subject to a
lockup agreement between the Company and Mr. Tousley, which lockup agreement
became effective February 9, 2011. Pursuant to the terms of the lockup
agreement, Mr. Tousley agreed not to sell, assign, convey, or otherwise dispose
of any shares subject to the lockup agreement until December 31, 2015. The
lockup agreement expires on December 31, 2015.

On September 14, 2010, with retroactive
effect to July 1, 2010, the Company entered into an employment agreement with
Mr. Jorge Rodriguez, Chief Commercial Officer of PediatRx. Pursuant to the
employment agreement, Mr. Rodriguez agreed to perform such duties as are
regularly and customarily performed by the Chief Commercial Officer of a
corporation. Mr. Rodriguez is also eligible to receive an annual bonus and an
annual stock option award at the end of each year at the discretion of the board
of directors of PediatRx. The term of the employment agreement is two years from
July 1, 2010, unless both parties agree to extend.

|7. | Capital Stock                                                                                                                                               
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                             
|   | Authorized                                                                                                                                                  
|   |                                                                                                                                                             
|   | The total authorized capital is 150,000,000 common shares
      with a par value of $0.0001.                                                                
|   |                                                                                                                                                             
|   | Issued and outstanding                                                                                                                                      
|   |                                                                                                                                                             
|   | The total issued and outstanding capital stock at May 31,
      2011 is 20,836,000 common shares with a par value of $0.0001 per common
      share.        
|   |                                                                                                                                                             
|   | On September 1, 2005, 10,000,000 common shares of the
      Company were issued to an officer and director of the Company for cash
      proceeds of $5,000.
|   |                                                                                                                                                             
|10

---

On May 2, 2006, the Company completed a
public offering of securities pursuant to an exemption provided by Rule 504 of
Regulation D, registered in the State of Nevada, and issued 10,000,000 common
shares for total cash proceeds of $50,000.

On August 29, 2006, 4,000 common shares
valued at $0.005 per share of the Company were issued to an officer and director
of the Company for services rendered.

On February 1, 2007, 2,000 common
shares valued at $0.005 per share of the Company were issued to a director of
the Company for services rendered.

On April 30, 2007, 1,000,000 common
shares of the Company were returned and cancelled; $5,000 was returned to the
investors.

On May 14, 2007, 1,000,000 common
shares valued at $0.005 per share of the Company were issued for total cash
proceeds of $5,000.

Effective September 12, 2008, the
Company completed a 2 to 1 forward stock split and increased the authorized
share capital from 75,000,000 common shares to 150,000,000 common shares with
the same par value of $0.0001. Unless otherwise noted, all references herein to
number of shares, price per share or weighted average number of shares
outstanding have been adjusted to reflect this stock split on a retroactive
basis.

On November 6, 2008, 500,000 common
shares valued at $0.10 per share of the Company were issued for total cash
proceeds of $50,000.

On June 14, 2010, 1,500,000 common
shares valued at $0.20 per share of the Company were issued for total cash
proceeds of $300,000.

On July 2, 2010, 1,500,000 common
shares valued at $0.50 per share of the Company were issued for total cash
proceeds of $750,000.

On November 3, 2010, 400,000 units were
issued at a purchase price of $1.00 per unit for total cash proceeds of
$400,000. Each unit consisted of one share of common stock of the Company and
one-half of one share non-detachable purchase warrant. Each whole warrant
entitles the holder to purchase one share of common stock at a purchase price of
$1.75 per share until November 3, 2012.

On November 3, 2010, 3,700,000 shares
of the Company were returned to the Company for no cash or other consideration.
These shares were cancelled.

On November 30, 2010, 425,000 units
were issued at a purchase price of $1.00 per unit for total cash proceeds of
$425,000. Each unit consisted of one share of common stock of the Company and
one-half of one share non-detachable purchase warrant. Each whole warrant
entitles the holder to purchase one share of common stock at a purchase price of
$1.75 per share until November 30, 2012.

On November 30, 2010, 205,000 units
were issued at a purchase price of $1.00 per unit for cancellation of a
promissory note in the principal amount of $200,000 plus accrued interest of
$5,000. Each unit consisted of one share of common stock of the Company and
one-half of one share non-detachable purchase warrant. Each whole warrant
entitles the holder to purchase one share of common stock at a purchase price of
$1.75 per share until November 30, 2012.

11

---

Warrants

A summary of the Companys share
purchase warrants outstanding as of May 31, 2011 is presented below:

| |                           |  | Number   |  |   |          | 
| | ------------------------- |  | -------- |  | - | -------- | 
| |                           |  | of       |  |   | Exercise | 
| |                           |  | Warrants |  |   | Price    | 
| | Balance, February 28,2011 |  | 515,000  |  | $ | 1.75     | 
| | Issued                    |  | -        |  |   | -        | 
| | Balance, May 31, 2011     |  | 515,000  |  | $ | 1.75     | 

Warrants expire on November 3, 2012
with respect to 200,000 warrant shares and November 30, 2012 with respect to
315,000 warrant shares.

Stock Options

Effective February 18, 2011, the Board
of Directors adopted and approved the 2011 stock option plan. The purpose of the
2011 stock option plan is to enhance the long-term stockholder value of the
Company by offering opportunities to directors, key employees, officers,
independent contractors and consultants of the company to acquire and maintain
stock ownership in the company in order to give these persons the opportunity to
participate in the companys growth and success, and to encourage them to remain
in the service of the company. A total of 2,000,000 shares of our common stock
are available for issuance and during the 12 month period after the first
anniversary of the adoption of the 2011 stock option plan by the Board of
Directors. During each 12 month period thereafter, the Board of Directors is
authorized to increase the number of shares issuable by up to 500,000
shares.

A summary of the status of the
Companys outstanding stock options for the three months ended May 31, 2011 is
as follows:

| |                           |  |                  |  |   | Weighted | 
| | ------------------------- |  | ---------------- |  | - | -------- | 
| |                           |  |                  |  |   | Average  | 
| |                           |  | Number           |  |   | Exercise | 
| |                           |  | of
      Options |  |   | Price    | 
| | Balance, February 28,2011 |  | -                |  |   | -        | 
| | Granted                   |  | 1,110,000        |  | $ | 1.14     | 
| | Balance, May 31, 2011     |  | 1,110,000        |  | $ | 1.14     | 

At May 31, 2011, the following stock
options were outstanding:

Number
      of OptionsAggregate
    
    
    RemainingNumber
    
    
    Exercise
    
    
    
    
    
    Intrinsic
    
    
    contractualTotal
    
    Vested
    
    
    Price
    
    
    Expiry Date
    
    
    Value
    
    
    life
      (yrs)690,000
    (1)
    -
    
    $
    1.14
    
    
    March 4, 2016
    
    $
    -
    
    
    4.76420,000
    (2)
    -
    
    $
    1.14
    
    
    March 4, 2016
    
    
    -
    
    
    4.761,110,000
    
    -
    
    
    
    
    
    
    
    $
    -


The aggregate intrinsic value is
calculated as the difference between the exercise price of the underlying awards
and the quoted market price of the Companys stock for the options that were
in-the-money at May 31, 2011.

12

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| | (1) | These options were granted during the three month period
      ended May 31, 2011 and as of that date, none of the options have vested.
      These options vest quarterly over three years with the first vesting
      occurring on June 4, 2011. The fair value of these options on the grant
      date was calculated to be $427,800. The Company has recognized stock based
      compensation expense of $35,650 for the three month period ended May 31,
      2011 and will recognize the remaining fair value over the vesting
      period.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (2) | These options were granted during the three month period
      ended May 31, 2011 and as of that date, none of the options have vested.
      These options vest quarterly over three years with the first vesting
      occurring on June 4, 2011. The fair value of these options on the grant
      date was calculated to be $260,400. The Company has recognized stock based
      compensation expense of $21,700 for the three month period ended May 31,
      2011 and will recognize the remaining fair value over the vesting
      period.

The fair value of stock options granted
has been determined using the Black-Scholes option pricing model using the
following weighted average assumptions applied to stock options granted during
the periods:

| |                          | May 31,   | May 31,
| | ------------------------ | --------- | -------
| |                          | 2011      | 2010   
| | Risk-free interest rate  | 2.17%     | NA     
| | Expected life of options | 3.5 years | NA     
| | Annualized volatility    | 77.76%    | NA     
| | Dividend rate            | 0%        | NA     

The volatility was determined based on
an index of volatility from comparable companies. The expected term of the
options granted to employees is derived from the simplified method as prescribed
by SEC Staff Accounting Bulletin Topic 14, Share-Based Payments (Topic 14),
given that the Company has no historical experience with the exercise of options
for which to base an estimate of the expected term of options granted. The
Company anticipates it will discontinue the use of the simplified method of
Topic 14 once sufficient historical option exercise behavior becomes
apparent.

|8. | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The Company has losses to carry forward for income tax
      purposes as of May 31, 2011. There are no current or deferred tax expenses
      for the period ended May 31, 2011 due to the Company's loss position. The
      Company has fully reserved for any benefits of these losses. The deferred
      tax consequences of temporary differences in reporting items for financial
      statement and income tax purposes are recognized, as appropriate.
      Realization of the future tax benefits related to the deferred tax assets
      is dependent on many factors, including the Company's ability to generate
      taxable income within the net operating loss carry- forward period.
      Management has considered these factors in reaching its conclusion as to
      the valuation allowance for financial reporting purposes.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | A reconciliation between the income tax expense
      recognized in the Companys statements of operations and the income tax
      expense (benefit) computed by applying the domestic federal statutory
      income tax rate to the net loss for the three month periods ended May 31,
      2011 and 2010 is as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|13

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| |                                                          |   | Three Months Ended May 31, |  
| | -------------------------------------------------------- | - | -------------------------- | -
| |                                                          |   | 2011                       |  
| |                                                          |   |                            |  
| | Income tax benefit at federal statutory
      rate (34%) | $ | (153,412                   | )
| | State income tax benefit                                 |   | (21,356                    | )
| | Change in valuation allowance                            |   | 155,269                    |  
| | Other                                                    |   | 19,499                     |  
| | Total income tax expense                                 | $ | -                          |  

The composition of the Companys
deferred tax assets as of May 31, 2011 and February 28, 2011 is as follows:

| |                                  |   | As of    |   |   | As of        |  
| | -------------------------------- | - | -------- | - | - | ------------ | -
| |                                  |   | May 31,  |   |   | February 28, |  
| |                                  |   | 2011     |   |   | 2011         |  
| | Net operating loss carry-forward | $ | 523,000  |   | $ | 398,000      |  
| | Other                            |   | 19,000   |   |   | 10,000       |  
| | Less: Valuation allowance        |   | (542,000 | ) |   | (408,000     | )
| | Net deferred tax asset           | $ | -        |   | $ | -            |  

As of May 31, 2011, the Company has an
unused net operating loss carry forward balance of approximately $1,540,000 that
is available to offset future taxable income. The potential income tax benefit
of these losses has been offset by a full valuation allowance. This unused net
operating loss carry-forward balance expires at various dates from 2026 to
2031.

14

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

Forward-Looking Statements

This report contains forward-looking statements. All statements
other than statements of historical facts contained in this report, including
statements regarding our future financial position, business strategy and plans
and objectives of management for future operations, are forward looking
statements. These statements relate to future events or our future financial
performance. In some cases, you can identify forward-looking statements by
terminology such as may, should, expect, plan, anticipate, believe,
estimate, predict, potential or continue or the negative of these terms
or other comparable terminology. Such forward-looking statements include,
without limitation, statements regarding the anticipated designs of our future
products, statements regarding our anticipated future regulatory submissions and
statements regarding our anticipated future cash position.

We have based these forward-looking statements largely on our
current expectations and projections about future events that we believe may
affect our financial condition, results of operations, business strategy, and
financial needs. These statements are only predictions and involve known and
unknown risks, uncertainties and other factors, including the risks in the
section entitled Risk Factors that may cause our companys or our industrys
actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.

Moreover, we are a new entrant to the pharmaceutical business
and our management cannot predict all of the risks we will face in establishing
our company in this industry, nor can we assess the impact that these risk
factors might have on our business or the extent to which any risk factor, or
any combination of risk factors, may cause actual results to differ materially
from those contained in any forward-looking statements. You should not rely upon
forward-looking statements as predictions of future events. Although we believe
that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.

As used in this report and unless otherwise indicated, the
terms we, us, PediatRx and our refer to PediatRx Inc., a Nevada
corporation. Unless otherwise specified, all dollar amounts are expressed in
United States dollars and all references to common shares refer to the common
shares in PediatRxs capital stock.

Corporate Overview

We are a development stage enterprise, as defined in ASC Topic
915, "Development Stage Entities". We are currently only involved in the sales
and marketing and seeking rights of pharmaceutical products.

Our company was incorporated under the laws of Nevada on March
18, 2005 under the name Striker Energy Corp.. From inception until the summer
of 2008, we were engaged in the mineral exploration business. During the summer
of 2008, we abandoned our mineral exploration properties and made the transition
to oil and gas. On July 23, 2010, our wholly owned subsidiary PediatRx Inc.
completed the acquisition of Granisol® (granisetron HC1) oral solution
("Granisol") from Cypress Pharmaceutical, Inc. ("Cypress") and we abandoned our
interest in the oil and gas business in favor of pursuing opportunities in the
pharmaceutical industry. Effective December 28, 2010, we changed our name from
Striker Energy Corp. to PediatRx Inc. to better reflect our new business. We
effected this name change by a merger with our wholly-owned subsidiary, PediatRx
Inc., a Nevada corporation.

Our Business

On June 17, 2010, we entered into a letter of intent with
Cypress to acquire all of the assets associated with Granisol. First approved in
2008, Granisol is an oral, liquid granisetron solution, formerly distributed by
Hawthorn Pharmaceuticals, a wholly-owned subsidiary of Cypress. The Food and
Drug Administration has approved Granisol's use in cancer care to prevent nausea
and vomiting associated with cancer therapy. On June 18, 2010 we caused PediatRx
Inc. to be incorporated as a wholly-owned subsidiary of Striker Energy Corp.
under the laws of the state of Nevada. On July 23, 2010 we, through our
wholly-owned subsidiary PediatRx Inc., acquired Granisol from Cypress and we turned our focus to the pharmaceutical industry
and terminated our interest in oil and natural gas exploration. Effective
December 28, 2010, we changed our name from Striker Energy Corp. to PediatRx
Inc. to better reflect our new business. We effected this name change by a
merger with our wholly-owned subsidiary, PediatRx Inc.

15

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Granisol is our first acquisition. We intend to be the sole
distributor of Granisol and to focus our marketing efforts on specialists in the
field of pediatric oncology and supportive care. We do not now, nor do we intend
to manufacture our products. We contracted manufacturing to Therapex, a division
of E-Z-EM Canada Inc., a subsidiary of E-Z-EM, Inc., the entity that
manufactured Granisol for Cypress.

We intend to develop our business by acquiring rights to,
and/or substantially all of the assets associated with drugs already approved
for use by the United States Food and Drug Administration in oncology,
supportive care, pediatric hospital specialties and other relevant medical
specialties and to become the sole distributor of such products in the United
States.

We intend to accelerate our recovery of acquisition costs and
to add value to our acquisition of Granisol, and to future acquisitions through
four principal means:

Marketing

We intend to promote the relative
merits of Granisol, and future products, to healthcare professionals, payers,
end-users and their caregivers.

Reformulation

We intend to alter non-pharmacological
elements of our products to offer greater choice to consumers by reformulating
our products into multiple appealing, easy-to-take presentations.

Extension

We intend to seek applications for our
products in fields outside of pediatric oncology and supportive care.

Expanded distribution

We intend to expand distribution of our
products in foreign markets, likely through partnerships and licensing
agreements.

Competition

Granisol is the only oral, liquid granisetron HCl solution
currently on the market and approved by the United States Food and Drug
Administration.

We believe that our singular focus on the acquisition,
development, and commercialization of pharmaceutical drugs approved by the
United States Food and Drug Administration for use in oncology, supportive care,
pediatric hospital specialties and other relevant medical specialties is a
competitive advantage over otherwise similar pharmaceutical companies. We are
aware of no other company focused exclusively on pediatric hospital care,
oncology and supportive care. The specialty pharmaceutical industry is, by
definition, fragmented and it is a competitive market. We compete with many
pharmaceutical companies, both large and small, for staff, and for product
acquisitions and licensing.

We differ from many early-stage pharmaceutical companies in
that we intend to devote a large portion of our capital to acquisition of
products, reformulating existing products, and to sales and marketing, and we
hope to recognize revenue from product sales in the foreseeable future. Many
early stage pharmaceutical companies devote a greater portion of their capital
to research and development with no expectation of revenue from product sales in
the foreseeable future.

16

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Liquidity and Capital Resources

Our financial condition for the three month periods ended May
31, 2011 and 2010 and as of May 31, 2011 and February 28, 2011 for the
respective items are summarized below.

We have incurred recurring losses from inception. Our ability
to meet our financial liabilities and commitments is primarily dependent upon
the continued financial support of our directors and shareholders, the continued
issuance of equity to new or existing shareholders or the securing additional
debt financing, and our ability to achieve and maintain profitable operations.

Working Capital

|                                  |   | May 31, |  |   | February 28, | 
|--------------------------------- | - | ------- |  | - | ------------ | 
|                                  |   | 2011    |  |   | 2011         | 
|Current assets                    | $ | 607,726 |  | $ | 716,107      | 
|Current
      liabilities         |   | 577,836 |  |   | 564,425      | 
|Working capital surplus (deficit) | $ | 29,890  |  | $ | 151,682      | 

As of May 31, 2011 our working capital decreased by $121,792
due largely to spending related to the promotion of Granisol and infrastructure
costs. While we completed the placement of an unsecured promissory note of
$250,000 during the period, this increase in working capital was offset by cash
used in operations during the three month period ended May 31, 2011 of
$350,714.

Cash Flows

|                                      |   | Three Months Ended |  
|------------------------------------- | - | ------------------ | -
|                                      |   | May 31,            |  
|                                      |   | 2011               |  
|Cash used in operating activities     | $ | (350,714           | )
|                                      |   |                    |  
|Cash used in investing activities     |   | -                  |  
|                                      |   |                    |  
|Cash provided by financing activities |   | 250,000            |  
|                                      |   |                    |  
|Net decrease in cash                  | $ | (100,714           | )

Cash Used in Operating Activities Our cash used in
operating activities for the three months ended May 31, 2011 compared to our
cash used in operating activities for the three months ended May 31, 2010
increased by $346,046, primarily due to the expenses associated with
infrastructure and promotion costs associated with the launch of Granisol,
compared to very minor infrastructure costs in the earlier period prior to the
acquisition of Granisol.

Cash Provided by Financing ActivitiesOur cash
provided by financing activities for the three months ended May 31, 2011
compared to our cash provided by financing activities for the three months ended
May 31, 2010 increased by $250,000 due to the issuance of a $250,000, 5%
unsecured promissory note due on May 6, 2012, while no financing was secured
during the same period in 2010.

Cash Used in Investing Activities There was no cash
used in investing activities for the three months ended May 31, 2011 and no cash
used in investing activities for the three months ended May 31, 2010.

17

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Results of Operations

The following summary of our results of operations should be
read in conjunction with our unaudited financial statements for the three month
period ended May 31, 2011.

RevenuesWe have recognized $103,020 in net product
revenue during the three month period ended May 31, 2011 and $0 during the three
month period ended May 31, 2010 as a result of the Granisol acquisition and
product launch. We recognized no revenue prior to 2010. We sell Granisol
primarily to wholesalers. Our distribution channel includes our third party
logistics distributor and independent wholesalers who distribute the product
directly to hospitals and other end-user customers. The majority of our
shipments are made to wholesalers, with whom we have contracted to distribute
the product. We are also contracting with group purchasing organizations to
increase awareness of, and reduce market barriers for, Granisol.

Cost of Goods
  SoldWe have recognized $16,732 in cost of goods sold during the
three month period ended May 31, 2011, and none during the three month period
ended May 31, 2010, as a result of the Granisol acquisition and product launch.
We recognized no cost of goods sold prior to 2010. Our cost of goods sold
consists primarily of our third-party manufacturing costs, third-party inventory
management and distribution costs, wholesaler fee for services costs and
freight-in on inventory purchases.

ExpensesThe table below shows our expenses for the
three month periods ended May 31, 2011 and 2010.

|                          |   | Three Months Ended |  |   | Three Months Ended | 
|------------------------- | - | ------------------ |  | - | ------------------ | 
|                          |   | May 31, 2011       |  |   | May 31, 2010       | 
|Expenses                  |   |                    |  |   |                    | 
|                          |   |                    |  |   |                    | 
|Bank charges and interest | $ | 599                |  | $ | 62                 | 
|Employee expenses         |   | 97,180             |  |   | -                  | 
|Stock based compensation  |   | 57,350             |  |   | -                  | 
|Consulting fees           |   | 66,090             |  |   | -                  | 
|Marketing expense         |   | 169,220            |  |   | -                  | 
|Travel expense            |   | 11,932             |  |   | -                  | 
|Filing fees               |   | 4,139              |  |   | 743                | 
|Interest expense          |   | 9,396              |  |   | 625                | 
|Investor relations        |   | 7,382              |  |   | -                  | 
|Legal and accounting fees |   | 44,058             |  |   | 10,246             | 
|Licenses and permits      |   | 5,587              |  |   | -                  | 
|Management fees           |   | -                  |  |   | 3,000              | 
|Office expense            |   | 3,209              |  |   | -                  | 
|Insurance expense         |   | 5,612              |  |   | -                  | 
|Regulatory expense        |   | 29,854             |  |   | -                  | 
|Rent                      |   | 1,592              |  |   | 600                | 
|Transfer agent fees       |   | 1,055              |  |   | 1,238              | 
|Amortization              |   | 22,070             |  |   | -                  | 
|State franchise tax       |   | 1,175              |  |   | -                  | 
|Total                     | $ | 537,500            |  | $ | 16,514             | 

In the three month period ended May 31, 2011, our expenses
increased by approximately $521,000 over the three month period ended May 31,
2010, due primarily to a) employee, consulting, marketing, travel, licenses and
permits, insurance, regulatory, and website development expenses of
approximately $455,000 associated with sales and marketing promotion and the
establishment of infrastructure to support Granisol, including stock based
compensation expense of $57,350, while there were no similar expenses in the
earlier period, b) an increase in legal and accounting, investor relations,
interest, transfer agent, and filing fees and expenses of approximately $53,000,
primarily due to full operations requiring more complex audits and reviews,
increased legal support and increased general infrastructure costs and c)
amortization expense of approximately $22,000 on the product rights and know-how
related to the Granisol acquisition.

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Cash Requirements

Our primary objectives for the next twelve month period are to
complete the systems, processes and infrastructure within our company required
to support Granisol promotion and to continue to look at opportunities within
the pharmaceutical markets to acquire or license and/or reformulate other
pharmaceutical products.

Specifically, we estimate our operating expenses and working
capital requirements for the next 12 months to be as follows:

Expense
    
    AmountBank charges and
      interest
    $
    3,000Filing fees
    
    10,000Investor relations
    
    100,000Legal and
      accounting fees
    
    120,000Licenses and
      permits
    
    57,000Marketing expense
    
    1,100,000Insurance expense
    
    100,000Personnel and
      consulting expense
    
    1,200,000Regulatory &
      pharmacovigilance expense
    
    400,000Product
      development expense
    
    1,000,000Transfer agent
      fees
    
    10,000Other general
      & administrative expense
    
    100,000Total:
    $
    4,200,000


These expenses and working capital requirements will be offset
to some degree by revenue generation from sales of Granisol. There can be no
assurance that we will generate revenues significant enough to offset these
expenses to some or any degree and that we will not have significant needs for
other financing to support the activities of our company. Additionally, there
can be no assurance that we will be able to identify additional opportunities
that we consider attractive enough to acquire or develop or that we will be able
to raise funds when needed or, if funds are available to us, that they can be
obtained on commercially reasonable terms. If we are not able to obtain the
additional financing on a timely basis, if and when it is needed, and if sales
of Granisol are insufficient to ultimately fund the operating costs of the
business, we may be forced to cease the operation of our business.

Future Financing

We will require additional financing to fund our planned
operations, including acquiring and/or developing any potential products. We
currently do not have committed sources of additional financing and may not be
able to obtain additional financing, particularly, if the volatile conditions in
the stock and financial markets, and more particularly the market for early
development stage biotechnology research and development company stocks persist.

There can be no assurance that additional financing will be
available to us when needed or, if available, that it can be obtained on
commercially reasonable terms. If we are not able to obtain the additional
financing on a timely basis, if and when it is needed, we will be forced to
delay or scale down some or all of our marketing, business development and
product development activities or perhaps even cease the operation of our
business.

Since inception we have funded our operations primarily through
equity and debt financings and we expect that we will continue to fund our
operations through the equity and debt financing. If we are able to raise
additional financing by issuing equity securities, our existing stockholders'
ownership will be diluted. Obtaining commercial or other loans, assuming those
loans would be available, will increase our liabilities and future cash
commitments.

There is no assurance that we will be able to maintain
operations at a level sufficient for an investor to obtain a return on his, her,
or its investment in our common stock. Further, we may continue to be
unprofitable.

19

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Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
stockholders.

Going Concern

Our financial statements and information for the three month
period ended May 31, 2011, have been prepared by our management on a going
concern basis, which contemplates the realization of assets and the settlement
of liabilities and commitments in the normal course of business. We have
generated limited revenues to date and have incurred a net loss of approximately
$451,212 during the three month period ended May 31, 2011, and approximately
$1,749,995 from inception (March 18, 2005) through May 31, 2011. We cannot
provide any assurance that we will ultimately achieve profitable operations or
become cash flow positive, or raise additional funds through the sale of debt
and/or equity.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.

Not Applicable

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure controls and procedures

We maintain "disclosure controls and procedures", as that term
is defined in Rule 13a-15(e), promulgated by the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended.
Disclosure controls and procedures include controls and procedures designed to
ensure that information required to be disclosed in our company's reports filed
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms, and that such information is accumulated and
communicated to our management, including our principal executive officer and
our principal accounting officer to allow timely decisions regarding required
disclosure.

As required by paragraph (b) of Rules 13a-15 under the
Securities Exchange Act of 1934, as amended, our management, with the
participation of our principal executive officer and our principal financial
officer, evaluated our company's disclosure controls and procedures as of the
end of the period covered by this quarterly report on Form 10-Q. Based on this
evaluation, our management concluded that as of the end of the period covered by
this quarterly report on Form 10-Q, our disclosure controls and procedures were
effective.

Changes in internal control over financial
reporting

There were no changes in our internal control over financial
reporting during the first quarter of our fiscal year ended February 29, 2012
that have materially affected, or are reasonably likely to materially affect our
internal control over financial reporting.

20

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PART IIOTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We know of no material, existing or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS.

An investment in our common stock involves a number of very
significant risks. You should carefully consider the following risks and
uncertainties in addition to other information in this report in evaluating our
company and its business before purchasing shares of our company's common stock.
Our business, operating results and financial condition could be seriously
harmed due to any of the following risks. You could lose all or part of your
investment due to any of these risks.

Risks Related to Our Company

Our independent auditors have expressed substantial doubt
about our ability to continue as a going concern.

We have generated minimal revenue from operations since our
incorporation. During the three month period ended May 31, 2011, we incurred a
net loss of $451,212. From inception through May 31, 2011, we incurred an
aggregate loss of $1,749,995. We anticipate that we will continue to incur
operating expenses which will be offset to some degree by revenues from the
sales of Granisol. Unless we are able to grow the revenues from Granisol
significantly, we may never reach a point where we have positive net income. If
we cannot substantially increase our revenues from sales of Granisol, we will
continue to generate losses and will require additional funding to remain in
business. We estimate our average monthly expenses over the next 12 months to be
approximately $350,000, including product development and general and
administrative expenses, but excluding any additional product acquisition costs.
On May 31, 2011, we had cash and cash equivalents of approximately $448,678. In
order to fund our anticipated budget for the next 12 months, excluding
additional product acquisition costs, we believe that we will need to raise
approximately $2 million. This amount could increase if we encounter
difficulties that we cannot anticipate at this time and if we were to add
further commercialization resources and/or acquire or license additional
products. We have traditionally raised our operating capital from the sale of
equity securities and the placement of unsecured promissory notes, but there can
be no assurance that we will continue to be able to do so. If we cannot raise
the money that we need in order to continue to operate our business, we will be
forced to delay, scale back or eliminate some or all of our proposed operations.
If any of these were to occur, there is a substantial risk that our business
would fail.

These circumstances raise substantial doubt about our ability
to continue as a going concern, as described in the explanatory paragraph to our
independent auditors' report on our financial statements for the year ended
February 28, 2011, which are included in our annual report on Form 10-K filed on
May 17, 2011. Although our financial statements raise substantial doubt about
our ability to continue as a going concern, they do not reflect any adjustments
that might result if we are unable to continue our business. Our financial
statements contain additional note disclosure describing the circumstances that
lead to this disclosure by our independent auditors.

Our substantial debt and other financial obligations could
impair our financial condition and our ability to fulfill our debt obligations.
Any refinancing of this substantial debt could be at significantly higher
interest rates.

As of May 31, 2011, we had total debt of approximately $519,613
(including accrued interest of approximately $19,613). Our substantial
indebtedness and other current financial obligations and any that we may become
a party to in the future could:

- impair our ability to obtain financing in the future for working capital,
  capital expenditures, acquisitions or general corporate purposes;

21

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- have a material adverse effect on us if we fail to comply with financial
  and affirmative and restrictive covenants in debt agreements and an event of
  default occurs as a result of a failure that is not cured or waived;
- require us to dedicate a substantial portion of our cash flow for interest
  payments on our indebtedness and other financial obligations, thereby reducing
  the availability of our cash flow to fund working capital and capital
  expenditures;
- limit our flexibility in planning for, or reacting to, changes in our
  business and the industry in which we operate; and
- place us at a competitive disadvantage compared to our competitors that
  have proportionally less debt.

If we are unable to meet our debt service obligations and other
financial obligations, we could be forced to restructure or refinance our
indebtedness and other financial transactions, seek additional equity capital or
sell our assets. We might then be unable to obtain such financing or capital or
sell our assets on satisfactory terms, if at all. Any refinancing of our
indebtedness could be at significantly higher interest rates, and/or incur
significant transaction fees.

We are an early-stage company with a limited operating
history, which may hinder our ability to successfully meet our
objectives.

We are an early-stage company with only a limited operating
history upon which to base an evaluation of our current business and future
prospects. While we have recently acquired Granisol, our sales have been minimal
and, there can be no assurance that we will be successful in our efforts to
increase sales. In addition, Granisol requires significant expenditure with
regard to the sales and marketing effort necessary to support sales growth. As a
result, the revenue and income potential of our business is unproven. In
addition, because of our limited operating history, we have limited insight into
trends that may emerge and affect our business. Errors may be made in predicting
and reacting to relevant business trends and we will be subject to the risks,
uncertainties and difficulties frequently encountered by early-stage companies
in evolving markets. We may not be able to successfully address any or all of
these risks and uncertainties. Failure to adequately do so could cause our
business, results of operations and financial condition to suffer.

Our CEO and CFO are employed elsewhere and their time and
effort will not be devoted to our company full-time.

Our CEO and CFO are each employed in other positions with other
companies. As a result, our company is and will continue to be managed on a
part-time basis. Our business could be adversely impacted by the lack of full
time management.

If we are unable to successfully recruit qualified
managerial and field personnel, we may not be able to continue our
operations.

In order to successfully implement and manage our business
plan, we will depend upon, among other things, successfully recruiting qualified
managerial and field personnel having experience in the pharmaceutical industry.
Competition for qualified individuals is intense. We may not be able to find,
attract and retain qualified personnel on acceptable terms. If we are unable to
find, attract and retain qualified personnel with technical expertise, our
business operations could suffer.

Future growth could strain our resources, and if we are
unable to manage our growth, we may not be able to successfully implement our
business plan.

We hope to experience rapid growth in our operations, which
will place a significant strain on our management, administrative, operational
and financial infrastructure. Our future success will depend in part upon the
ability of our executive officers to manage growth effectively. This will
require that we hire and train additional personnel to manage our expanding
operations. In addition, we must continue to improve our operational, financial
and management controls and our reporting systems and procedures. If we fail to
successfully manage our growth, we may be unable to execute upon our business
plan.

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Risks Relating to the Pharmaceutical Business

If we are unable to successfully acquire, develop or
commercialize new products, our operating results will suffer.

Our future results of operations will depend to a significant
extent upon our ability to successfully acquire, develop and commercialize new
products in a timely manner. There are numerous difficulties in acquiring,
developing and commercializing new products, including:

- acquiring, developing, testing and manufacturing products in compliance
  with regulatory standards in a timely manner;
- failure to receive requisite regulatory approvals for such products in a
  timely manner or at all;
- acquiring, developing and commercializing a new product is time consuming,
  costly and subject to numerous factors, including legal actions brought by our
  competitors, that may delay or prevent the development and commercialization
  of new products;
- experiencing delays or unanticipated costs;
- experiencing delays as a result of limited resources at FDA or other
  regulatory agencies; and
- changing review and approval policies and standards at FDA and other
  regulatory agencies.

As a result of these and other difficulties, products in
development by us may or may not receive timely regulatory approvals, or
approvals at all, necessary for marketing by us or other third-party partners.
If any of our products are not timely approved or, when acquired or developed
and approved, cannot be successfully manufactured or timely commercialized, our
operating results could be adversely affected. We cannot guarantee that any
investment we make in developing products will be recouped, even if we are
successful in commercializing those products.

Our pharmaceutical expenditures may not result in
commercially successful products.

We cannot be sure our business expenditures will result in the
successful acquisition, development or launch of products that will prove to be
commercially successful or will improve the long-term profitability of our
business. If such business expenditures do not result in successful acquisition,
development or launch of commercially successful brand products our results of
operations and financial condition could be materially adversely affected.

Third-parties may claim that we infringe their proprietary
rights and may prevent us from manufacturing and selling some of our
products.

The manufacture, use and sale of new products that are the
subject of conflicting patent rights have been the subject of substantial
litigation in the pharmaceutical industry. These lawsuits relate to the validity
and infringement of patents or proprietary rights of third parties. Litigation
may be costly and time-consuming, and could divert the attention of our
management and technical personnel. In addition, if we infringe on the rights of
others, we could lose our right to develop, manufacture or market products or
could be required to pay monetary damages or royalties to license proprietary
rights from third parties. Although the parties to patent and intellectual
property disputes in the pharmaceutical industry have often settled their
disputes through licensing or similar arrangements, the costs associated with
these arrangements may be substantial and could include on-going royalties.
Furthermore, we cannot be certain that the necessary licenses would be available
to us on commercially reasonable terms, or at all. As a result, an adverse
determination in a judicial or administrative proceeding or failure to obtain
necessary licenses could prevent us from manufacturing and selling a number of
our products, and could have a material adverse effect on our business, results
of operations, financial condition and cash flows.

The loss of or inability to attract key personnel could
cause our business to suffer.

The success of our present and future operations will depend,
to a significant extent, upon the experience, abilities and continued services
of key personnel. We cannot assure you that we will be able to attract and
retain key personnel. Employment agreements with our senior executive do
not guarantee that our senior executive officers will remain employed by us for
a significant period of time, or at all. We do not carry key-employee life
insurance on any of our officers.

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We may need to raise additional funds in the future which
may not be available on acceptable terms or at all.

We may consider issuing additional debt or equity securities in
the future to fund potential acquisitions or investments, to refinance existing
debt, or for general corporate purposes. If we issue equity or convertible debt
securities to raise additional funds, our existing stockholders may experience
dilution, and the new equity or debt securities may have rights, preferences and
privileges senior to those of our existing stockholders. If we incur additional
debt, it may increase our leverage relative to our earnings or to our equity
capitalization, requiring us to pay additional interest expenses. We may not be
able to market such issuances on favorable terms, or at all, in which case, we
may not be able to develop or enhance our products, execute our business plan,
take advantage of future opportunities, or respond to competitive pressures or
unanticipated customer requirements.

Extensive industry regulation has had, and will continue to
have, a significant impact on our business, especially our product development,
manufacturing and distribution capabilities.

All pharmaceutical companies are subject to extensive, complex,
costly and evolving government regulation. For the U.S., this is principally
administered by the FDA and to a lesser extent by the DEA and state government
agencies, as well as by varying regulatory agencies in foreign countries where
products or product candidates are being manufactured and/or marketed. The
Federal Food, Drug and Cosmetic Act, the Controlled Substances Act and other
federal statutes and regulations, and similar foreign statutes and regulations,
govern or influence the testing, manufacturing, packing, labeling, storing,
record keeping, safety, approval, advertising, promotion, sale and distribution
of our products.

Under these regulations, we may become subject to periodic
inspection of our facilities, procedures and operations and/or the testing of
our products by the FDA, the DEA and other authorities, which conduct periodic
inspections to confirm that we are in compliance with all applicable
regulations. In addition, the FDA and foreign regulatory agencies conduct
pre-approval and post-approval reviews and plant inspections to determine
whether our systems and processes are in compliance with cGMP and other
regulations. Following such inspections, the FDA or other agency may issue
observations, notices, citations and/or Warning Letters that could cause us to
modify certain activities identified during the inspection. FDA guidelines
specify that a Warning Letter is issued only for violations of regulatory
significance for which the failure to adequately and promptly achieve
correction may be expected to result in an enforcement action. We are required
to report adverse events associated with our products to FDA and other
regulatory authorities. Unexpected or serious health or safety concerns would
result in labeling changes, recalls, market withdrawals or other regulatory
actions.

The range of possible sanctions includes, among others, FDA
issuance of adverse publicity, product recalls or seizures, fines, total or
partial suspension of production and/or distribution, suspension of the FDAs
review of product applications, enforcement actions, injunctions, and civil or
criminal prosecution. Any such sanctions, if imposed, could have a material
adverse effect on our business, operating results, financial condition and cash
flows. Under certain circumstances, the FDA also has the authority to revoke
previously granted drug approvals. Similar sanctions as detailed above may be
available to the FDA under a consent decree, depending upon the actual terms of
such decree. If internal compliance programs do not meet regulatory agency
standards or if compliance is deemed deficient in any significant way, it could
materially harm our business.

The pharmaceutical industry is highly competitive.

The pharmaceutical industry has an intensely competitive
environment that will require an on-going, extensive search for technological
innovations and the ability to market products effectively, including the
ability to communicate the effectiveness, safety and value of products to
healthcare professionals in private practice, group practices and MCOs. We are
smaller than all of our competitors. Most of our competitors have been in
business for a longer period of time than us, have a greater number of products
on the market and have greater financial and other resources than we do.
Furthermore, recent trends in this industry are toward further market
consolidation of large drug companies into a smaller number of very large
entities, further concentrating financial, technical and market strength and
increasing competitive pressure in the industry. If we directly compete with
them for the same markets and/or products, their financial strength could prevent
us from capturing a profitable share of those markets. It is possible that
developments by our competitors will make any products or technologies that we
acquire non-competitive or obsolete.

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Risks Relating to Our Common Stock

If we issue additional shares in the future, it will result
in the dilution of our existing shareholders.

Our articles of incorporation authorize the issuance of up to
150,000,000 shares of common stock with a par value of $0.0001 per share. Our
Board of Directors may choose to issue some or all of such shares to acquire one
or more products and to fund our overhead and general operating requirements.
The issuance of any such shares will reduce the book value per share and may
contribute to a reduction in the market price of the outstanding shares of our
common stock. If we issue any such additional shares, such issuance will reduce
the proportionate ownership and voting power of all current shareholders.
Further, such issuance may result in a change of control of our corporation.

Trading of our stock is restricted by the Securities
Exchange Commissions penny stock regulations, which may limit a stockholders
ability to buy and sell our common stock.

The Securities and Exchange Commission has adopted regulations
which generally define penny stock to be any equity security that has a market
price (as defined) less than $5.00 per share or an exercise price of less than
$5.00 per share, subject to certain exceptions. Our securities are covered by
the penny stock rules, which impose additional sales practice requirements on
broker-dealers who sell to persons other than established customers and
accredited investors. The term accredited investor refers generally to
institutions with assets in excess of $5,000,000 or individuals with a net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document in a form prepared by the Securities and
Exchange Commission, which provides information about penny stocks and the
nature and level of risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customers account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the transaction and must be given to the customer in
writing before or with the customers confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt
from these rules, the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchasers written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of our common stock.

FINRA sales practice requirements may also limit a
stockholders ability to buy and sell our stock.

In addition to the penny stock rules described above, the
Financial Industry Regulatory Authority (known as FINRA) has adopted rules
that require that in recommending an investment to a customer, a broker-dealer
must have reasonable grounds for believing that the investment is suitable for
that customer. Prior to recommending speculative low priced securities to their
non-institutional customers, broker-dealers must make reasonable efforts to
obtain information about the customers financial status, tax status, investment
objectives and other information. Under interpretations of these rules, FINRA
believes that there is a high probability that speculative low priced securities
will not be suitable for at least some customers. FINRA requirements make it
more difficult for broker-dealers to recommend that their customers buy our
common stock, which may limit your ability to buy and sell our stock and have an
adverse effect on the market for our shares.

Our common stock is illiquid and the price of our common
stock may be negatively impacted by factors which are unrelated to our
operations.

Although our common stock is currently listed for quotation on
the OTC Bulletin Board, trading through the OTC Bulletin Board is frequently
thin and highly volatile. There is no assurance that a sufficient market will
develop in our stock, in which case it could be difficult for shareholders
to sell their stock. The market price of our common stock could fluctuate
substantially due to a variety of factors, including market perception of our
ability to achieve our planned growth, quarterly operating results of our
competitors, trading volume in our common stock, changes in general conditions
in the economy and the financial markets or other developments affecting our
competitors or us. In addition, the stock market is subject to extreme price and
volume fluctuations. This volatility has had a significant effect on the market
price of securities issued by many companies for reasons unrelated to their
operating performance and could have the same effect on our common stock.

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We do not intend to pay dividends on any investment in the
shares of stock of our company.

We have never paid any cash dividends and currently do not
intend to pay any dividends for the foreseeable future. Because we do not intend
to declare dividends, any gain on an investment in our company will need to come
through an increase in the stocks price. This may never happen and investors
may lose all of their investment in our company.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS.

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4. [REMOVED AND RESERVED].

ITEM 5. OTHER INFORMATION.

None

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ITEM 6. EXHIBITS.

Exhibits required by Item 601 of Regulation S-K:

No.
    Description3.1
    Articles of Incorporation (attached as an
      exhibit to our registration statement on Form 10-SB filed on September 8,
      2006)3.2
    Certificate of Change (attached as an exhibit
      to our current report on Form 8-K filed on September 15, 2008)3.3
    Articles of Merger (attached as an exhibit to our current
      report on Form 8-K filed on December 28, 2010)3.4
    Amended and Restated Bylaws (attached as an
      exhibit to our registration statement on Form 8-K filed on November 3,
      2010)10.1
    Form of Private Placement Subscription
      Agreement (attached as an exhibit to our current report on Form 8-K filed
      on November 6, 2008)10.2
    Form of Private Placement Subscription
      Agreement dated June 15, 2009 (attached as an exhibit to our quarterly
      report on Form 10-Q filed on June 16, 2009)10.3
    Form of promissory note dated June 15, 2009
      (attached as an exhibit to our quarterly report on Form 10-Q filed on June
      16, 2009)10.4
    Consulting Agreement with Cameron Durrant dated
      May 28, 2010 (attached as an exhibit to our quarterly report on Form 10-Q
      filed on June 28, 2010)10.5
    Letter of Intent with Cypress Pharmaceuticals
      Inc. (attached as an exhibit to our quarterly report on Form 10-Q filed on
      June 28, 2010)10.6
    Form of Private Placement Subscription
      Agreement (attached as an exhibit to our current report on Form 8-K filed
      on June 17, 2010)10.7
    Form of Private Placement Subscription
      Agreement (attached as an exhibit to our current report on Form 8-K filed
      on July 9, 2010)10.8
    Asset Purchase Agreement dated July 22, 2010
      with Cypress Pharmaceuticals, Inc. (attached as an exhibit to our current
      report on Form 8-K filed on July 28, 2010) (portions of the exhibit
      have been omitted pursuant to a request for confidential
      treatment)10.9
    Assignment and Assumption of Contract dated
      July 22, 2010 with Cypress Pharmaceuticals, Inc. (attached as an exhibit
      to our current report on Form 8-K filed on July 28, 2010)10.10
    Consent to Assignment by Therapex and E-Z-EM
      Canada Inc. (attached as an exhibit to our current report on Form 8-K
      filed on July 28, 2010)10.11
    Manufacturing and Supply Agreement dated July
      22 2010 between Cypress Pharmaceuticals, Inc. and Therapex, a division of
      E-Z-EM Canada Inc. (attached as an exhibit to our current report on Form
      8-K filed on July 28, 2010) (portions of the exhibit have been omitted
      pursuant to a request for confidential treatment)10.12
    Form of Private Placement Subscription
      Agreement (attached as an exhibit to our current report on Form 8-K filed
      on July 29, 2010)10.13
    Form of Promissory Note dated July 26, 2010
      (attached as an exhibit to our current report on Form 8-K filed on July
      29, 2010)10.14
    Employment Agreement effective July 1, 2010
      with David L. Tousley (attached as an exhibit to our current report on
      Form 8-K filed on September 16, 2010)10.15
    Employment Agreement effective July 1, 2010
      with Jorge Rodriguez (attached as an exhibit to our current report on Form
      8-K filed on September 16, 2010)10.16
    Consulting Agreement effective July 1, 2010
      with Cameron Durrant (attached as an exhibit to our current report on Form
      8-K filed on September 28, 2010)10.17
    Form of Private Placement Subscription
      Agreement (attached as an exhibit to our current report on Form 8-K filed
      on September 28, 2010)10.18
    Form of Promissory Note dated September 16,
      2010 (attached as an exhibit to our current report on Form 8-K filed on
      September 28, 2010)10.19
    Termination Agreement effective July 1, 2010
      with Cameron Durrant (attached as an exhibit to our current report on Form
      8-K filed on September 28, 2010)10.20
    Management Stock Agreement made effective July
      1, 2010 with Cameron Durrant (attached as an exhibit to our current report
      on Form 8-K filed on November 3, 2010)10.21
    Management Stock Agreement made effective July
      1, 2010 with David Tousley (attached as an exhibit to our current report
      on Form 8-K filed on November 3, 2010)


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No.
    Description10.22
    Form of Private Placement Subscription
      Agreement (attached as an exhibit to our current report on Form 8-K filed
      on November 3, 2010)10.23
    Form of Private Placement Subscription
      Agreement (attached as an exhibit to our current report on Form 8-K filed
      on December 2, 2010)10.24
    Form of Shares for Debt Subscription Agreement
      (attached as an exhibit to our current report on Form 8-K filed on
      December 2, 2010)10.25
    Cancellation Agreement dated February 9, 2011
      with Cameron Durrant (attached as an exhibit to our current report on Form
      8-K filed on February 10, 2011)10.26
    Cancellation Agreement dated February 9, 2011
      with David Tousley (attached as an exhibit to our current report on Form
      8-K filed on February 10, 2011)10.27
    Lock-up Agreement dated February 9, 2011 with
      Cameron Durrant (attached as an exhibit to our current report on Form 8-K
      filed on February 10, 2011)10.28
    Lock-up Agreement dated February 9, 2011 with
      David Tousley (attached as an exhibit to our current report on Form 8-K
      filed on February 10, 2011)10.29
    2011 Stock Option Plan (attached as an exhibit
      to our current report on Form 8-K filed on February 22, 2011)10.30
    Form of Stock Option Agreement (attached as an
      exhibit to our current report on Form 8-K filed on March 7, 2011)10.31
    Form of Private Placement Subscription
      Agreement including Form of Promissory Note dated May 6, 2011 (attached as
      an exhibit to our current report on Form 8-K filed on May 11, 2011)10.32
    Form of Promissory Note Amendment dated May 18,
      2011 (attached as an exhibit to our current report on Form 8-K filed on
      May 18, 2011)10.33
    Form of Promissory Note Amendment dated May 23,
      2011 (attached as an exhibit to our current report on Form 8-K filed on
      May 23, 2011)31.1*
    Certification of Cameron Durrant Pursuant to Section 302 of
      the Sarbanes-Oxley Act Of 200231.2*
    Certification of David L. Tousley Pursuant to Section 302 of
      the Sarbanes-Oxley Act Of 200232.1*
    Certification of Cameron Durrant Pursuant to Section 906 of
      the Sarbanes-Oxley Act Of 200232.2*
    Certification of David L. Tousley Pursuant to Section 906 of
      the Sarbanes-Oxley Act Of 2002


* Filed herewith.

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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 thereunto duly authorized.

|PEDIATRX INC.                                                        | 
|-------------------------------------------------------------------- | 
|                                                                     | 
|                                                                     | 
|/s/ Cameron
      Durrant                                            | 
|Cameron Durrant                                                      | 
|President, Chief Executive Officer and Director                      | 
|(Principal Executive Officer)                                        | 
|                                                                     | 
|Date: July 8, 2011                                                   | 
|                                                                     | 
|/s/ David L.
      Tousley                                           | 
|David L. Tousley                                                     | 
|Secretary, Treasurer, Chief Financial Officer and Director           | 
|(Principal Financial Officer and Principal Accounting
      Officer) | 
|                                                                     | 
|Date: July 8, 2011                                                   | 

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