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

FORM 8-K

CURRENT ~~REPORT~~REPORTPursuant ~~Pursuant~~ to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~November~~May 1810, ~~2010~~2011Date ~~Date~~ of Report (Date of earliest event reported)

CALECO PHARMA CORP.
(Exact name of registrant as specified in its charter)

NEVADA	000-51261	20-1147435
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
incorporation)
59 East Mall Road
Building 4, Suite 201
Long Valley, NJ		07853
(Address of principal executive offices)		(Zip Code)

(908) 752-4240 Registrant's telephone number, including area code

59 East Mall Road
Building 4, Suite 201
Long Valley, NJ	07853
(Address of principal executive offices)	(Zip Code)

~~Not Applicable~~ (~~Former~~908) ~~name~~752-4240Registrant's ortelephone ~~former address~~number, including ifarea ~~changed since last report)~~ code

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

____ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

____ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

____ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

____ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

SECTION 31 – ~~SECURITIES~~REGISTRANT’S BUSINESS AND ~~TRADING MARKETS~~ OPERATIONS

ITEM 31.0201 ~~UNREGISTERED~~ENTRY ~~SALES~~INTO OFA ~~EQUITY~~MATERIAL ~~SECURITIES.~~DEFINITIVE AGREEMENT

~~Foreign~~Investor ~~Private~~Relations ~~Placement~~Consulting Agreement

On ~~November~~May 1810, ~~2010~~2011, Caleco Pharma Corp. (the "“Company"”) entered ~~issued~~into ~~3,000,000~~an ~~shares~~investor atrelations aconsulting ~~price~~agreement of(the ~~$0.05~~“Agreement”) ~~per~~with Institutional ~~share~~Analysts ~~for~~Inc. ~~proceeds~~(“IA”) ofwhereby ~~$150,000. The~~IA ~~share~~will ~~issuance~~provide ~~was~~investor ~~completed~~relations consulting ~~pursuant~~services to the ~~provisions~~Company. ofIA ~~Regulation~~will Sprovide ~~of the~~services ~~Securities~~including, ~~Act~~but ofnot limited ~~1933~~to, ~~(the~~ongoing ~~“Act”).~~research ~~The~~and ~~Company~~reports, ~~did~~newsletter ~~not~~distribution, ~~engage in a~~introductions ~~distribution~~to ofbrokers ~~this~~and ~~offering~~counseling inon the ~~United~~style ~~States.~~and ~~The~~content ~~subscriber~~of ~~represented~~investor relations ~~that~~materials. ~~she~~The ~~was~~Agreement ~~not~~is for a ~~“US~~one ~~person”~~year asterm ~~defined~~ending inMay ~~Regulation~~9, S2012. ~~of the Act and that~~As ~~she~~compensation ~~was~~for ~~not~~IA’s ~~acquiring~~services, the ~~shares~~Company ~~for~~has ~~the~~agreed ~~account or benefit of a US person.~~ to:

~~This share issuance represents~~ (a) ~~portion~~pay ~~of the~~ $~~500~~10,000 ~~foreign~~ ~~private~~to ~~placement~~IA ~~offering~~as ~~approved by the Company’s Board of Directors on November 9, 2010. There are no assurances that the remainder of the foreign private placement offering will be completed.~~ follows:

~~The~~(i) ~~above~~$2,500 ~~does~~on ~~not~~execution ~~constitute an offer to sell or a solicitation~~ of anthe ~~offer~~Agreement; to(ii) ~~buy~~$2,500 ~~any~~on ofor ~~the~~before ~~Company’s~~September ~~securities~~10, in2011; ~~the~~(iii) ~~United States.~~$2,500 ~~The~~on ~~securities~~or ~~have~~before ~~not~~February ~~been~~10, ~~registered~~2012; ~~under the Act~~ and ~~may~~(iv) ~~not~~$2,500 ~~be offered~~on or ~~sold~~before ~~within~~May ~~the~~10, ~~United~~2012; ~~States or to U.S. persons unless an exemption from such registration is available.~~ and

~~SIGNATURE~~(b) issue 2,000,000 shares of the Company’s common stock to IA on execution of the Agreement.

~~Pursuant~~The issuance of shares was completed pursuant to the ~~requirements~~ provisions of ~~the~~Rule ~~Securities~~506 ~~Exchange~~of ~~Act~~Regulation D of ~~1934,~~ the ~~registrant~~Securities ~~has~~Act ~~duly~~of ~~caused~~1933, ~~this~~as ~~report~~amended. toIA represented bethat ~~signed~~was onan ~~its~~accredited ~~behalf~~investor ~~by the~~as ~~undersigned~~defined ~~hereunto~~under ~~duly~~Regulation ~~authorized~~D.

		CALECO PHARMA CORP.
Date: November 24, 2010
	By:	/s/ John Boschert
		JOHN BOSCHERT
		Chief Executive Officer, President,
		Secretary & Treasurer

The above summary is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

2SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit Number		Description of Exhibit
10.1		Investor Relations Consulting Agreement between the Company and Institutional Analyst, Inc. dated May 10, 2011

SIGNATURE

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

		CALECO PHARMA CORP.

Date: May 16, 2011

	By:	/s/ John Boschert
		JOHN BOSCHERT
		Chief Executive Officer, President,
		Secretary & Treasurer

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