SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* CBS CORP (Last) (First) (Middle) 51 WEST 52ND STREET (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PROELITE, INC. [ PELE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/21/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/21/2008		X		1,666,667	A	$2	6,666,668	I	Indirect(1)
Common Stock	02/21/2008		X		333,333	A	$2	7,000,001	I	Indirect(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant	$2	02/21/2008		X			333,333	(2)	01/03/2014	Common Stock	333,333	(3)	2,166,667	I	Indirect(1)
Warrant No. 2	$2	02/21/2008		X			1,666,667	(2)	01/03/2010	Common Stock	1,666,667	(3)	0	I	Indirect(1)
Warrant No. 4	$2	02/21/2008		J(4)		2,000,000		(2)	02/21/2013	Common Stock	2,000,000	(4)	2,000,000	I	Indirect(1)
Warrant No. 5	$2	02/21/2008		J(4)		2,000,000		(5)	(5)	Common Stock	2,000,000	(4)	2,000,000	I	Indirect(1)

1. Name and Address of Reporting Person* CBS CORP (Last) (First) (Middle) 51 WEST 52ND STREET (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* Showtime Networks Inc. (Last) (First) (Middle) C/O CBS CORPORATION 51 WEST 52ND STREET (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* CBS Operations Inc. (Last) (First) (Middle) C/O CBS CORPORATION 51 WEST 52ND STREET (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* NAIRI INC (Last) (First) (Middle) 200 ELM STREET (Street) DEDHAM MA 02026 (City) (State) (Zip)

1. Name and Address of Reporting Person* NATIONAL AMUSEMENTS INC /MD/ (Last) (First) (Middle) 200 ELM STREET (Street) DEDHAM MA 02026 (City) (State) (Zip)

1. Name and Address of Reporting Person* REDSTONE SUMNER M (Last) (First) (Middle) C/O CBS CORPORATION 51 WEST 52ND STREET (Street) NEW YORK NY 10019 (City) (State) (Zip)

Explanation of Responses:

1. The Common Stock and the Warrants are held by Showtime Networks Inc. (SNI), a wholly-owned subsidiary of CBS Operations Inc., which in turn is a wholly-owned subsidiary of CBS Corporation, and may also be deemed to be beneficially owned by (a) NAIRI, Inc. (NAIRI), which owns approximately 79% of CBS Corporation's voting stock, (b) NAIRI's parent corporation, National Amusements, Inc. ("NAI"), and (c) Sumner M. Redstone, who is the controlling stockholder of NAI.

2. Current

3. This Warrant was received as consideration for entering into a certain agreement between the Issuer and SNI dated November 8, 2006.

4. This Warrant was received as consideration for entering into a certain agreement dated February 21, 2008 between the Issuer and CBS Entertainment.

5. This Warrant vests in four equal tranches upon the exhibition of certain programming. Each tranche of this Warrant shall expire 60 months from the vesting date of such tranche.

Remarks:

	By: Angeline C. Straka, SVP and Secretary	02/25/2008
	By: Angeline C. Straka, SVP and Secretary	02/25/2008
	By: Angeline C. Straka, SVP and Secretary	02/25/2008
	By: Sumner M. Redstone, Chairman & President	02/25/2008
	By: Sumner M. Redstone, Chairman & CEO	02/25/2008
	/s/ Redstone, Sumner M.	02/25/2008
	** Signature of Reporting Person	Date
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