20. ProElite, Inc.

12 Months Ended

Dec. 31, 2012

Proelite Inc.

Note 20 - ProElite, Inc.

Effective October 21, 2009, the Company entered into a Strategic Investment Agreement with ProElite, Inc. (“PEI”) pursuant to which PEI sold to the Company, shares of PEI’s Series A Preferred Stock (the “Preferred Shares”). The transaction closed on June 14, 2011. The Preferred Shares are convertible into the Common Stock of PEI. The amount of shares of Common Stock issuable upon conversion on a cumulative basis is equal to 95% of the sum of (a) the issued and outstanding shares of PEI as of the closing plus (b) any shares of PEI Common Stock issued after the closing upon exercise or conversion of any derivative securities of PEI outstanding as of the closing, subject to any adjustment for stock splits, stock dividends, recapitalizations etc. and, in all cases, after giving effect to the shares issuable upon conversion of the Preferred Shares. The purchase price of the Preferred Shares was $2,000,000 which was used by PEI for payment of outstanding liabilities of PEI, general working capital and other corporate purposes and repayment of all amounts due under a note of PEI with respect to advances made to PEI by the Company of $100,000. At the close, all of the previous directors of PEI resigned and the board of directors of PEI consisted of two designees of the Company and one designee of PEI. The Company’s Chief Executive Officer, became PEI’s Chief Executive Officer.

The Company has consolidated the balance sheet of PEI as of December 31, 2012 and 2011. The results of operations of PEI for the fiscal year ended December 31, 2012 have been consolidated into the Company’s results of operations. The results of operations of PEI for the six months ended December 31, 2011 have been consolidated into the Company’s results of operations for 2011.

The pro forma financial information presented below show the consolidated operations of the Company as if the PEI acquisition had occurred as of January 1, 2011:

	Years Ended December 31,
	2012			2011
Revenues	$	374,542		$	829,476
Gross profit/(loss)		138,739			(1,479,134	)
Loss from operations		(11,791,869	)		(17,232,185	)
Provision for income taxes		–			–
Gain/(loss) related to derivative liabilities		6,907,748			(7,188,864	)
Net loss		(7,346,982	)		(23,860,566	)
Basic loss per share	$	(0.15	)	$	(0.27	)