UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (~~Earliest~~date ~~Event~~of ~~Reported~~earliest event reported): ~~February~~June 2214, ~~2010~~2011

ProElite, Inc.

(Exact name of registrant as specified in its charter)

New Jersey	333-139982	22-3161866
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)
12121 Wilshire Boulevard, Suite 1112 Los Angeles, California		90025
12121 Wilshire Boulevard, Suite 1112 Los Angeles, California 90025
(Address of principal executive offices)		~~(Zip Code)~~

(310) 526-8700 (Registrant’s telephone number, including area code~~: (310~~) ~~526-8700~~

N/A (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (See General Instruction A.2 below):

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

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

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

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

ITEM 2 1.01 ~~Creation~~ Entry ofInto ~~Direct~~a ~~Financial~~Material ~~Obligation~~Definitive ~~or an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~Agreement

~~In connection~~Pursuant ~~with~~to ~~the~~a ~~Strategic~~letter ~~Investment~~agreement ~~Agreement~~between ~~dated~~Stratus ~~October~~Media 9Group, ~~2009~~Inc. (~~the~~ “~~Agreement~~SMGI”) ~~between~~and ProElite, Inc. (~~the~~ “~~Company~~PEI”), ~~and~~the ~~Stratus~~parties ~~Media~~confirmed ~~Group,~~the ~~Inc (“SMGI”)~~closing ~~and~~of the ~~Amendment~~purchase toby ~~Strategic~~SMGI ~~Investment~~of ~~Agreement~~100 ~~dated~~shares as of ~~January 26,~~the ~~2010~~Series A Convertible Preferred Stock (the “~~Amendment~~Preferred Shares”) effective June 14, ~~SMGI~~2011. ~~has~~Pursuant ~~advanced~~to the Certificate of Designations relating to the ~~Company~~Preferred anShares, ~~aggregate~~the amount of ~~$498,894.23~~ ~~pursuant~~shares toof PEI Common Stock issuable upon conversion of the Preferred Shares on a ~~series~~cumulative basis is equal to 95% of ~~promissory~~the ~~notes~~sum of (a) the issued byand outstanding shares of PEI as of the ~~Company~~ closing plus (~~“Notes”~~b)~~. All~~ ~~amounts~~any ~~loaned~~shares ~~are~~of ~~advances~~PEI ~~against~~Common Stock issued after the ~~$2,000,000 purchase~~closing ~~price~~upon ~~for~~exercise ~~the~~or ~~purchase~~conversion of ~~the~~any ~~Company’s~~derivative ~~Series~~securities Aof ~~Preferred Stock. Pursuant~~PEI tooutstanding as of the ~~Amendment~~closing, subject to any adjustment for stock splits, stock dividends, recapitalizations etc. and, in all cases, after giving effect to the ~~Notes~~shares ~~are~~issuable ~~convertible,~~upon at conversion of the ~~option~~Preferred Shares. The purchase price of ~~SMGI~~the Preferred Shares was $2,000,000 onwhich awas ~~proportional~~paid ~~basis~~during the period between October 21, 2009 and, the closing date pursuant to the ~~extent~~payment soof ~~convertible, will~~cash ~~reduce~~and the assumption of certain liabilities. The cash ~~portion~~payment has been used by PEI for payment of ~~the~~outstanding ~~purchase~~liabilities ~~price~~of PEI, general working capital and other corporate purposes. ~~Reference~~ isThe ~~made to~~Preferred ~~the~~Shares ~~Company’s~~have ~~prior~~voting ~~filings~~rights on ~~Form~~a ~~8-K~~fully ondiluted ~~October~~basis. ~~22,~~The ~~2009~~purchase and ~~February~~sale ~~10, 2010~~of ~~for~~the ~~additional~~Preferred ~~information~~Shares ~~regarding~~was pursuant to the Strategic Investment Agreement dated October 9, 2009 (the “Agreement”) between PEI and ~~Amendment~~SMGI, ~~including copies~~as ~~thereof~~amended.

~~ITEM 3.02 Unregistered~~Reference ~~Sales~~is ofmade ~~Equity~~to ~~Securities~~PEI’s prior filings on Form 8-K on October 22, 2009, February 10, 20110 and March 1, 2011 for additional information regarding the Agreement including copies thereof.

~~The discussion~~ITEM ~~under Item 2~~3.0102 Unregistered isSales ~~incorporated herein by reference. The Notes and, when issued, the shares~~ of ~~Series~~Equity ~~A Preferred Stock, were not registered under the~~ Securities ~~Act of 1933, as amended, in reliance upon the exemption from registration contained in Section 4(2) thereof and Regulation D promulgated thereunder~~.

~~ITEM 5~~The disclosure in Item 1.01 is incorporated herein by reference. ~~Changes~~The inPreferred ~~Control~~Shares were issued pursuant to Section 4(2) of ~~Registrant~~the Securities Act of 1933, as amended.

ToITEM ~~the extent the matters disclosed in Item~~ 5.0201 Changes ~~(b), (c) and (d) constitute a change~~ in ~~control~~Control of ~~the registrant, they are hereby incorporated by reference into this Item 5~~Registrant.~~01.~~

~~ITEM 5.02 Departure~~The ofdisclosure ~~Directors~~in orItems ~~Certain~~1.01 ~~Officers;~~and ~~Election~~3.02 ofis ~~Directors; Appointment~~incorporated ofby ~~Certain Officers; Compensatory Arrangements of Certain Officer~~reference.

~~(b) Effective on~~ITEM ~~February 22, 2010, Charles Champion, Edward Corey and Clifford Hyatt submitted their resignation as directors of the Company, and Mr~~8.01 Other ~~Champion also submitted his resignation as Chief Executive Officer and Chairman of the Board. Effective January 29, 2010, Dale Bolen resigned as the Company’s Chief Financial Officer.~~Events

~~(c) Effective February~~On ~~22,~~June ~~2010~~16, ~~William Kelly was elected as the Company’s President and Chief Operating Officer. Mr. Kelly~~2011, ~~age~~PEI ~~46,~~issued ~~had~~a ~~served~~press asrelease ~~the Company’s~~relating ~~Chief Operating Officer from October 2006~~ to ~~October 2008 when~~ the ~~Company~~ ~~terminated~~purchase ~~Mr.~~by ~~Kelly~~SMGI ~~without cause because~~ of ~~financial considerations. From~~the ~~November~~Preferred ~~2008 to February 22, 2010, Mr~~Shares. ~~Kelly was~~A ancopy ~~independent consultant. Mr. Kelly also was President~~ of ~~ProElite.com~~ ~~from~~the ~~October~~press ~~2006~~release tois ~~January~~furnished ~~2007. Prior to October 2006, Mr. Kelly served~~ as ~~Chief~~Exhibit ~~Operating Officer of Television Korea 24, Inc~~99.1 ~~a company he co-founded in June 2003~~hereto. ~~From May 2001 to June 2003, Mr. Kelly was International Chief Operating Officer of the Extreme Sports Channel.~~

~~From~~ITEM ~~1991 to 2001, Mr~~9.01 Financial ~~Kelly~~Statements ~~held positions of Vice President~~ and ~~President for CNBC Asia and Turner Broadcasting International (Asia) respectively~~Exhibits.

(d) ~~Prior to~~ ~~the resignations noted in Item 5~~Exhibits.~~02(b), the following individuals were elected to serve as directors of the Company effective as of February 22, 2010: Paul Feller, Douglas De Luca and Glenn Golenberg.~~

Except for the resignation of Mr. Bolen, the changes in management and the board of directors were effected pursuant to the Amendment and constitute the “Management Change” referred to therein.

Exhibit No.	Description
10.1	Letter Agreement between Stratus Media Group, Inc. and ProElite, Inc.
99.1	Press Release issued by PEI on June 16, 2011.

SIGNATURES

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

Date: February 26, 2010 PROELITE, INC. By: /s/ WILLIAM KELLY William Kelly, President

	PROELITE, INC.

Date: June 17, 2011	By:	/s/ Paul Feller
		Paul Feller, Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Letter Agreement between Stratus Media Group, Inc. and ProElite, Inc.
99.1	Press Release issued by PEI on June 16, 2011.

Filing Compare · PROELITE, INC.