X0202 4 2007-08-23 0 0001015789 PROELITE, INC. PELE 0001398058 Perdew Kelly 12100 WILSHIRE BLVD., SUITE 800 LOS ANGELES CA 90025 0 0 0 1 Policy Making Officer of Sub. Common Stock 2007-08-23 4 M 0 21854 2 A 21854 D Common Stock 2007-08-23 4 M 0 257 2 A 22111 D Common Stock 2007-08-23 4 S 0 22111 7 D 0 D Stock Option (right to buy) 2 2007-08-23 4 X 0 21854 0 D 2011-01-08 Common Stock 21854 1678146 D Warrant to Purchase Common Stock 2 2007-08-23 4 X 0 257 0 D 2007-01-06 2012-01-05 Common Stock 257 19743 D 340,000 shares under the option vested immediately on January 8, 2007. The remaining 1,360,000 shares vest in equal installments every 90 days beginning October 3, 2006 for each year (a 360-day period) during the four-year term of Reporting Person's employment agreement with Issuer. /s/ Kelly Perdew 2007-09-11