**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-QSB**




(Mark
      One)




x
            
            **Quarterly
                report under Section 13 or 15(d) of the Securities Exchange Act of
                1934**




**For
      the quarterly period ended June 30, 2007**




o
            
            **Transition
                report under Section 13 or 15(d) of the Exchange
                Act**




**For
      the transition period from** **** **To** **** ****




**Commission
      file number 333-139982**




**ProElite,
      Inc.**


(Exact
      Name of Small Business Issuer as Specified in its Charter)




New
                Jersey
            
            22-3161866(State
                or Other Jurisdiction of
              Incorporation
                or Organization)
            
            (I.R.S.
                Employer
              Identification
                No.)




12121
      Wilshire Blvd., Suite 1001


Los
      Angeles, CA 90025


(Address
      of Principal Executive Offices)


(310)
      526-8700


(Issuer’s
      Telephone Number, Including Area Code)




(Former
      Name, Former Address and Former Fiscal Year,


if
      Changed Since Last Report)




Check
      whether the issuer: (1) filed all reports required to be filed by
      Section 13 or 15(d) of the Exchange Act during the past 12 months (or
      for such shorter period that the registrant was required to file such reports),
      and (2) has been subject to such filing requirements for the past
      90 days. Yes o No x




Indicate
      by check mark whether the registrant is a shell company (as defined in
      Rule 12b-2 of the Exchange Act). Yes o No x




As
      of July 25, 2007 there were 46,242,619 shares of Common Stock outstanding.




Transitional
      Small Business Disclosure Format (check one): Yes o No x








**ProElite,
      Inc.**


**INDEX**




**Page
                No.****PART
                I. FINANCIAL INFORMATION**Item 1
            
            Condensed Consolidated Financial Statements
            
            3Condensed Balance Sheets June 30, 2007 and December 31, 2006
            
            3Condensed Statement of Operations for the three- and six-month periods
                ended June 30, 2007
            
            4Condensed Statement of Changes in Shareholders’ Equity
            
            5Condensed Statement of Cash Flows for the six-month period ended
                June 30, 2007
            
            6Notes to Condensed Financial Statements
            
            7Item 2
            
            Management’s Discussion and Analysis or Plan of Operation
            
            16Item 3
            
            Controls and Procedures
            
            21**PART
                II. OTHER INFORMATION**Item 1
            
            Legal Proceedings
            
            22Item 2
            
            Unregistered Sales of Equity Securities and Use of Proceeds
            
            23Item 3
            
            Defaults Upon Senior Securities
            
            24Item 4
            
            Submission of Matters to a Vote of Security Holders
            
            24Item 5
            
            Other Information
            
            24Item 6
            
            Exhibits
            
            24Signatures
            
            25Exhibit Index
            
            26302
                Certification of Chief Executive Officer302
                Certification of Chief Financial Officer906
                Certification of Chief Executive Officer906
                Certification of Chief Financial
                Officer







**PART
      I. FINANCIAL INFORMATION**


**Item 1.
      Condensed Consolidated Financial Statements.**




**ProElite,
      Inc.**


**Condensed
      Consolidated Balance Sheets**




**June
                30, 2007**
            
            **December
                31, 2006**(unaudited)**Assets**Current
                assetsCash
                and cash equivalents
            
            $
            3,953,778
            
            $
            7,295,825Restricted
                cash
            
            
            240,000
            
            
            -Accounts
                receivable, net
            
            
            963,019
            
            
            -Accounts
                receivable - Showtime
            
            
            410,856
            
            
            -Prepaid
                expenses
            
            
            68,187
            
            
            165,745Other
                current assets
            
            
            104,065
            
            
            82,564Total
                current assets
            
            
            5,739,905
            
            
            7,544,134Fixed
                assets, net
            
            
            1,055,016
            
            
            157,733Other
                assetsPrepaid
                distribution costs, net
            
            
            972,493
            
            
            572,880Prepaid
                license fees, net
            
            
            141,341
            
            
            176,677Prepaid
                services, net
            
            
            586,667
            
            
            -Rent
                deposit
            
            
            109,415
            
            
            33,294Total
                other assets
            
            
            1,809,916
            
            
            782,851Total
                assets
            
            $
            8,604,837
            
            $
            8,484,718**Liabilities
                and Shareholders’ Equity**Current
                liabilitiesAccounts
                payable and accrued expenses
            
            $
            1,247,802
            
            $
            208,283Accounts
                payable and accrued expense - Showtime
            
            
            1,127,060
            
            
            -Other
                accrued liabilities from predecessor company
            
            
            346,572
            
            
            346,572Registration
                rights liability
            
            
            200,000
            
            
            300,000West
                Coast settlement
            
            
            150,000
            
            
            -Total
                current liabilities
            
            
            3,071,434
            
            
            854,855Deferred
                rent and lease incentive
            
            
            121,887
            
            
            -Total
                liabilities
            
            
            3,193,321
            
            
            854,855Commitments
                and contingenciesShareholders’
                equityPreferred
                stock, $0.0001 par value, 20,000,000 shares authorized, 0 shares
                issued
            
            
            -
            
            
            -Common
                stock, $0.0001 par value, 250,000,000 shares authorized, 43,028,333
                and
                37,499,999 shares issued and outstanding at June 30, 2007 and December
                31,
                2006, respectively
            
            
            4,303
            
            
            3,750Additional
                paid-in-capital
            
            
            21,603,216
            
            
            11,875,968Accumulated
                deficit
            
            
            (16,196,003)
            
            
            (4,249,85
            )Total
                shareholders’ equity
            
            
            5,411,516
            
            
            7,629,863Total
                liabilities and shareholders’ equity
            
            $
            8,604,837
            
            $
            8,484,718





See
      Notes
      to Condensed Consolidated Financial Statements





3


**ProElite,
      Inc.**


**Condensed
      Consolidated Statement of Operations**


(Unaudited)





**Three
                Months Ended June 30, 2007**
            
            **Six
                Months Ended June 30, 2007**Revenue
            
            $
            1,516,379
            
            $
            1,830,982Revenue
                - Showtime
            
            
            410,856
            
            
            410,856Total
                revenue
            
            
            1,927,235
            
            
            2,241,838Cost
                of revenue
            
            
            2,548,877
            
            
            3,514,122Cost
                of revenue - Showtime
            
            
            1,127,060
            
            
            2,460,835Total
                cost of revenue
            
            
            3,675,937
            
            
            5,974,957Gross
                loss
            
            
            (1,748,702
            )
            
            (3,733,119
            )Operating
                expensesMarketing
            
            
            165,544
            
            
            269,438Website
                operations
            
            
            772,008
            
            
            1,187,167General
                and administrative expenses
            
            
            4,789,762
            
            
            6,955,465Total
                operating expenses
            
            
            5,727,314
            
            
            8,412,070Operating
                loss
            
            
            (7,476,016
            )
            
            (12,145,189
            )Other
                incomeInterest
                income, net
            
            
            82,816
            
            
            199,041Loss
                before income taxes
            
            
            (7,393,200
            )
            
            (11,946,148
            )Income
                taxes
            
            
            -
            
            
            -Net
                loss
            
            $
            (7,393,200
            )
            $
            (11,946,148
            )Loss
                per share - basic and diluted
            
            $
            (0.17
            )
            $
            (0.28
            )Weighted
                average shares outstanding - basic and diluted
            
            
            42,838,150
            
            
            42,559,512





See
      Notes
      to Condensed Consolidated Financial Statements





4


**ProElite,
      Inc.**


**Condensed
      Consolidated Statements of Changes in Shareholders’ Equity**


(Unaudited)





**Common
                Stock**
            
            **Additional**
              **Paid-**
            
            **Accumulated**
            
            **Total
                Shareholders’****Shares**
            
            **Amount**
            
            **In
                Capital**
            
            **Deficit**
            
            **Equity**Balance
                at December 31, 2006
            
            
            37,499,999
            
            $
            3,750
            
            $
            11,875,968
            
            $
            (4,249,855
            )
            $
            7,629,863Common
                stock and warrant issued for cash
            
            
            5,000,001
            
            
            500
            
            
            4,999,500
            
            
            -
            
            
            5,000,000Warrant
                issued to Showtime
            
            
            -
            
            
            -
            
            
            608,000
            
            
            -
            
            
            608,000Shares
                issued to MMA Live Entertainment, Inc.
            
            
            320,000
            
            
            32
            
            
            639,968
            
            
            -
            
            
            640,000Warrants
                exercised on a cashless basis
            
            
            208,333
            
            
            21
            
            
            (21
            )
            
            -
            
            
            -Stock
                options and warrants expense
            
            
            -
            
            
            -
            
            
            3,379,801
            
            
            
            
            
            3,379,801Reduction
                of registration rights liability
            
            
            -
            
            
            -
            
            
            100,000
            
            
            -
            
            
            100,000Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            11,946,148
            
            
            11,946,148Balance
                at June 30, 2007
            
            
            43,028,333
            
            $
            4,303
            
            $
            21,603,216
            
            $
            (16,196,003
            )
            $
            5,411,516





See
      Notes
      to Condensed Consolidated Financial Statements





5


**ProElite,
      Inc.**


**Condensed
      Consolidated Statement of Cash Flows**


(Unaudited)





**Six
                Months Ended June 30, 2007**Cash
                flows from operating activitiesNet
                loss
            
            $
            (11,946,148)Adjustments
                to reconcile net loss to net cash used in operating
                activitiesStock
                and warrant based compensation
            
            
            3,379,801Depreciation
                and amortization
            
            
            419,580Abandonment
                of set design costs
            
            
            212,300Reserve
                for doubtful accounts
            
            
            13,000Change
                in operating assets and liabilities:Increase
                in accounts receivable
            
            
            (1,386,875
            )Increase
                in prepaid expense and other assets
            
            
            (33,358
            )Increase
                in accounts payable, accrued expenses and other
                liabilities
            
            
            2,322,816Net
                cash used in operating activities
            
            
            (7,018,884
            )Cash
                flows from investing activitiesPurchase
                of fixed assets
            
            
            (1,083,163
            )Cash
                flows from financing activitiesCash
                pledged as collateral for credit card facility
            
            
            (240,000
            )Issuance
                of common stock and warrant for cash
            
            
            5,000,000Net
                cash provided by financing activities
            
            
            4,760,000Net
                decrease in cash and cash equivalents
            
            
            (3,342,047
            )Cash
                and cash equivalents at beginning of period
            
            
            7,295,825Cash
                and cash equivalents at end of period
            
            $
            3,953,778Supplemental
                disclosure of cash flow information:Cash
                paid during the period for:Interest
            
            $
            412Income
                taxes
            
            $
            -





Supplemental
      disclosures of non-cash investing and financing activities:





In
      connection with the warrant issued to Showtime on January 5, 2007, the Company
      recorded the $608,000 value of the warrant as prepaid distribution
      costs.





At
      March
      31, 2007, the Company reduced its registration rights liability related to
      the
      shares issued in the October 2006 private placement by $100,000, with a
      corresponding increase to paid-in capital.




On
      April
      3, 2007, the Company issued 320,000 shares to MMA Live Entertainment, Inc.
      for
      future services. The Company recorded the $640,000 value of these shares as
      prepaid services in the other assets section of the balance sheet.





In
      May
      2007 in connection with a new office lease, the Company recorded leasehold
      improvements of $115,650 for design and modifications to the new office space.
      This amount was paid by the Company’s landlord directly to a third-party
      architect and has been recorded as deferred rent.





On
      June
      20, 2007, an investor in the Company’s October 2006 private placement exercised,
      on a cashless basis, 250,000 warrants and received 208,333 shares of common
      stock.




See
      Notes
      to Condensed Consolidated Financial Statements





6


**ProElite,
      Inc.**


**Notes
      to Condensed Consolidated Financial Statements**


(Unaudited)





**Note
      1**  **Basis
      of Presentation**





Financial
      Statement Presentation




The
      accompanying unaudited condensed consolidated financial statements of ProElite,
      Inc., a New Jersey company (“ProElite” or the “Company”), and its subsidiaries,
      have been prepared in accordance with the rules and regulations of the
      Securities and Exchange Commission for Form 10-QSB. Accordingly, certain
      information and footnote disclosures, normally included in financial statements
      prepared in accordance with generally accepted accounting principles, have
      been
      condensed or omitted pursuant to such rules and regulations.





In
      the
      opinion of management, these financial statements reflect all adjustments which
      are considered necessary for a fair presentation. These financial statements
      should be read in conjunction with the audited consolidated financial statements
      included in our registration statement on Form SB-2 for the year ended December
      31, 2006. Operating results for interim periods are not necessarily indicative
      of operating results for an entire fiscal year or any other future
      periods.





The
      Company was formed in August 2006 and was considered a development stage company
      until the first quarter of 2007.





In
      May
      2007, the Company, by consent of its shareholders, changed its name from “Pro
      Elite, Inc.” to “ProElite, Inc.”





Revenue
      Recognition




In
      general,
      the
      Company recognizes revenue in accordance with Securities and Exchange Commission
      Staff Accounting Bulletin ("SAB") No. 101, Revenue Recognition in Financial
      Statements modified by Emerging Issues Task Force ("EITF") No. 00-21 and SAB
      No.
      104 which requires that four basic criteria must be met before revenue can
      be
      recognized: (1) persuasive evidence of an arrangement exists; (2) delivery
      has
      occurred or services rendered; (3) the fee is fixed and determinable; and (4)
      collectibility is reasonably assured.





The
      Company earns revenue primarily from ticket sales and events broadcast on
      pay-per-view television. The Company also earns incidental revenue from
      merchandise sales, sponsorship at live events and on Company websites, and
      distribution agreements. Ticket sales are managed by third-parties, ticket
      agencies and live event venues. Revenue from ticket sales is recognized at
      the
      time of the event when the venue provides estimated or final attendance
      reporting to the Company. Revenue from merchandise sales is recognized at the
      point of sale at live event concession stands. Revenue from sponsorship and
      distribution agreements is recognized in accordance with the contract terms,
      which are generally at the time events occur.





Cost
      of Revenue





Costs
      related to live events are recognized when the event occurs. Event costs
      incurred prior to an event are capitalized to prepaid costs and then expensed
      at
      the time of the event. Costs primarily include: TV and Internet production,
      fighter purse, arena, travel and transportation, advertising, officiating,
      and
      the set design.





Significant
      Estimates for Events





The
      Company is required to estimate significant components of live event revenues
      and costs because actual amounts may not become available until one or more
      months after an event date. Pay-per-view revenue is estimated based upon
      projected sales of pay-per-view presentations. These projections are based
      upon
      information provided from distribution partners. The amount of final
      pay-per-view sales is learned after intermediary pay-per-view distributors
      have
      completed their billing cycles. For the quarter and six months ended June 30,
      2007, the Company recorded revenue of approximately $411,000 from Showtime
      Networks, Inc. (“Showtime”) pay-per-view programming, all of which was in
      accounts receivable at June 30, 2007. The television production costs of live
      events are based upon the television distribution agreement with Showtime,
      event-specific production and marketing budgets and historical experience.
      Live
      events produced jointly with other parties require the Company to estimate
      expenses incurred by the co-producer. For the quarter ended June 30, 2007,
      the
      Company accrued estimated expenses of approximately $1.6 million for event
      production costs. Should actual results differ from estimated amounts, a charge
      or benefit to the statement of operations would be recorded in a future
      period.




7




Accounts
      Receivable





Accounts
      receivable relate principally to amounts due from television networks for
      pay-per-view presentations and from live event venues for ticket sales. Amounts
      due for pay-per-view programming are based primarily upon estimated sales of
      pay-per-view presentations and are adjusted to actual after intermediary
      pay-per-view distributors have completed their billing cycles. If actual sales
      differ significantly from the estimated sales, the Company records an adjustment
      to sales.





An
      allowance for amounts estimated to be uncollectible is estimated each period.
      This estimate is based upon historical collection experience, the length of
      time
      receivables are outstanding and the financial condition of individual
      customers.





Prepaid
      Distribution Costs





Prepaid
      distribution costs represent the value of warrants issued to Showtime in
      November 2006 and January 2007 in connection with a television and pay-per-view
      distribution agreement. The value of the warrants is being amortized to expense
      over the three-year term of the distribution agreement.





Prepaid
      Services





Prepaid
      services included in other assets represent the value of shares issued to MMA
      Live Entertainment, Inc. for fighter services. The value of the shares is being
      amortized to expense over the three-year term of the related
      agreement.




**Note
      2**  **Net
      Loss Per Share**





Net
      loss
      per share was calculated by dividing the net loss by the weighted average number
      of shares outstanding during the period. The following table summarizes the
      shares of stock included in calculating earnings per share for the three and
      six
      months ended June 30, 2007 in accordance with FASB Statement 128 (“SFAS
      128”), *Earnings
      per Share* :





**Three
                Months Ended June 30, 2007**
            
            **Six
                Months Ended June 30, 2007**Weighted-average
                common shares outstanding - basic
            
            
            42,838,150
            
            
            42,559,512Dilutive
                effect of stock options and warrants
            
            
            -
            
            
            -Weighted-average
                common shares outstanding - diluted
            
            
            42,838,150
            
            
            42,559,512Net
                loss per share - basic and diluted
            
            $
            (0.17
            )
            $
            (0.28
            )





The
      effect of options and warrants (14,769,549) are excluded for the three and
      six
      month periods ended June 30, 2007 because the effect is
      anti-dilutive.




**Note
      3**  **Income
      Tax Expense**





The
      provision for income taxes in the three and six months ended June 30, 2007
      was
      offset by an increase in the deferred tax asset valuation
      allowance.




8




As
      of
      January 1, 2007, the Company implemented FASB Interpretation No. 48, *Accounting
      for Uncertainty in Income Taxes—an Interpretation of FASB Statement 109 (“FIN
      48”)* ,
      which
      clarifies the accounting for uncertainty in tax positions. This Interpretation
      provides that the tax effects from an uncertain tax position can be recognized
      in the financial statements, only if the position is more likely than not of
      being sustained on audit, based on the technical merits of the position. The
      provisions of FIN 48 are effective as of the beginning of fiscal 2007, with
      the
      cumulative effect of the change in accounting principle recorded as an
      adjustment to opening retained earnings. The adoption on FIN 48 did not have
      an
      effect on the net loss for the three and six months ended June 30, 2007 and
      no adjustment was made to opening retained earnings. The total amount of
      unrecognized tax benefits that if recognized would affect the Company’s
      effective tax rate is zero based on the fact that the Company currently has
      a
      full reserve against its unrecognized tax benefits.




**Note
      4**  **Liabilities**





*Other
      Accrued Liabilities*





In
      connection with the reverse merger of the Company and the predecessor registrant
      (see Note 1 of the Company’s financial statements in the registration statement
      on Form SB-2 declared effective May 14, 2007), the Company assumed accounts
      payable of approximately $210,000 and notes payable of approximately $137,000,
      which existed at the time the predecessor registrant ceased operations. At
      June 30, 2007, these liability balances remained unchanged from the date of
      the reverse merger.





*Registration
      Rights Liability*





In
      connection with the October 2006 private placement, the Company entered into
      a
      Registration Rights Agreement with its investment banker. The agreement called
      for the Company to pay monthly “liquidated damages” to the investment banker if
      the Company’s registration statement was not declared effective by the
      Securities and Exchange Commission by March 15, 2007. The liquidated
      damages commenced on March 16, 2007 and were calculated at 1% per month of
      the gross private placement proceeds ($10 million) for up to 24 months for
      each
      month that the registration statement was not declared effective. The
      registration statement was ultimately declared effective on May 14, 2007,
      two months after the liquidated damages commenced. At March 31, 2007, the
      liability was reduced by $100,000 to $200,000 (two months of liquidated damages)
      with a corresponding increase to additional paid in capital.





On
      June 27, 2007, an agreement was entered into whereby the investment banker
      agreed to waive the liquidated damages if the Company files a registration
      statement covering the resale of the shares underlying the warrants issued
      in
      the October 2006 private placement within 45 days of closing another private
      placement that was in-process at June 30, 2007. If the Company successfully
      files a registration statement covering the shares, the remaining registration
      rights liability would be reversed against additional paid-in
      capital.




**Note
      5**  **Commitments**





In
      March
      2007, the Company entered into a non-cancelable lease for office space and
      paid
      a deposit of $109,415 to the landlord. The Company took possession of the office
      space and began paying rent in June 2007. The lease agreement expires on July
      31, 2012 and calls for the following annual minimum lease payments:





Year
                ending December 31,
            
            Amount2007
            
            $
            182,0002008
            
            
            383,0002009
            
            
            398,0002010
            
            
            414,0002011
            
            
            431,0002012
            
            
            255,000$
            2,063,000





9





**Note
      6**  **Litigation
      and Potential Claims**





On
      December 14, 2006, the Company received a demand letter from counsel for Wallid
      Ismail Promocoes E Eventos LTDA EPP and Wallid Ismail (collectively “Wallid”)
      for breach of contract for Wallid’s assistance with fundraising activities,
      misappropriation of proprietary information and wrongfully removing Wallid
      as a
      principal of the Company. The Company denies Wallid’s allegations.





On
      January 2, 2007, the Company filed a lawsuit against Wallid in the Superior
      Court for the State of California, County of Los Angeles. In this lawsuit,
      the
      Company seeks a judicial declaration that the allegations in the demand letter
      are false and alleges various counter claims against Wallid. On January 3,
      2007,
      the Company sent the summons and complaint in the lawsuit to Wallid’s counsel,
      along with a request that Wallid’s counsel accept service of
      process.





In
      mid-January, 2007, Wallid filed suit in the United States District Court for
      the
      District of New Jersey against the Company, Doug DeLuca, David Marshall, Kurt
      Brendlinger, Eric Pulier, and Santa Monica Capital Partners. On February 1,
      2007, having not served the original complaint, Wallid filed an amended
      complaint. Wallid alleges that the “defendants” formed I-Fight, Inc. with
      Wallid, that Wallid owned 40% of I-Fight, Inc., that the parties formed Real
      Sport, Inc. to serve as a holding company for I-Fight, Inc. and Wallid was
      given
      a 40% equity interest in Real Sport, and that the defendants agreed to pay
      Wallid a salary of $250,000 per year to organize and promote mixed martial
      arts
      events for I-Fight, Inc. Wallid alleges that the defendants then ousted him
      from
      the venture on the eve of a private offering and subsequent reverse merger
      to
      take I-Fight, Inc. public. Wallid alleges that his shares in Real Sport should
      have been exchanged for an interest in the Company and seeks a judicial
      declaration that he is the owner of a 23.53% to 26.67% equity interest in the
      Company. Wallid also seeks damages in excess of $75,000 and punitive damages
      of
      no less than $10 million. The Company has not yet been served with process
      in
      this action. The Company denies Wallid’s allegations and intends to assert a
      vigorous defense.





West
      Coast filed a civil action against Frank “Shamrock” Juarez (“Shamrock”) on
      January 23, 2007, and sought and obtained a temporary restraining order which
      prohibited Shamrock from fighting in the Company’s February 10, 2007 event. The
      Company subsequently entered into a settlement agreement on February 5, 2007,
      pursuant to which West Coast dismissed its civil action and agreed to permit
      Shamrock to fight in the February 10, 2007 event. The Company agreed to pay
      an
      aggregate of $250,000 to West Coast, out of future compensation due to Shamrock
      from the Company under the personal services agreement. The Company also entered
      into a co-promotion agreement with West Coast, pursuant to which it agreed
      to
      co-promote up to three live MMA events that feature Shamrock. To date the
      Company has paid West Coast $100,000 of the $250,000 owed. The remaining portion
      totaling $150,000 will be paid to West Coast from future co-produced events.
      A
      liability has been accrued for the $150,000 at June 30, 2007.





On
      March
      22, 2007, Zuffa, LLC filed a complaint against Showtime Networks and the Company
      in which it alleges that the defendants infringed Zuffa’s copyrights by airing
      footage from certain Ultimate Fighting Championship events and alleges that the
      defendants utilized portions of Zuffa’s copyrights in the televised broadcast of
      the February 10, 2007 MMA event that was held at the Desoto Civic Center in
      Southaven, Mississippi. Zuffa has alleged causes of action for copyright
      infringement and unfair competition, and seeks injunctive relief, compensatory
      damages or statutory damages, and litigation expenses. Zuffa has not specified
      the amount of monetary damages it seeks. The Company and Showtime have filed
      a
      motion to dismiss the case, and the parties to the lawsuit are currently waiting
      for a decision from the court.





10





**Note
      7**  **Shareholders’
      Equity**





*Common
      Stock Issued to MMA Live Entertainment, Inc.*





On
      April
      3, 2007, the Company issued 320,000 shares of restricted common stock to MMA
      Live Entertainment, Inc., an affiliate of Frank Juarez “Shamrock” in connection
      with an agreement to provide MMA-related services. Under this agreement,
      Shamrock granted the Company the right to promote Shamrock as a fighter and
      provide other promotional services. The shares were valued at $640,000, based
      on
      a fair value of $2.00 per share, and recorded in other assets. The value of
      the
      shares is being amortized over the three year term of the
      agreement.





*SHOWTIME
      Securities Purchase*





On
      January 5, 2007, pursuant to a Securities Purchase Agreement the Company entered
      into with Showtime, the Company issued an aggregate of 1,666,667 units for
      $5
      million in cash, each unit consisting of 3 shares of common stock and a
      three-year warrant to purchase 1 share of common stock at a per share exercise
      price of $2.00 to Showtime, at a per unit price of $3.00. The warrants were
      valued at $345,000. Additionally, the Company issued a seven-year warrant to
      purchase 2.5 million shares of common stock to Showtime at a per share exercise
      price of $2.00, as additional consideration of the exclusive distribution
      agreement entered into in November 2006. These warrants have been valued at
      $608,000 and are being amortized into operations over a three-year period
      commencing January 5, 2007. The Showtime warrants were exercisable as of the
      date of grant, January 5, 2007.





The
      values of the Showtime warrants were estimated using the Black-Scholes option
      pricing model with the following assumptions: dividend yield of 0%, expected
      volatility of 60%, risk free interest rate of 4.7%, and expected lives of 3
      years.





*Stock-Based
      Compensation*





The
      Company currently offers a stock-based compensation plan to its employees,
      directors and consultants. This plan is administered by the Compensation
      Committee of the Board of Directors, which recommends to the Board persons
      eligible to receive awards and the number of shares and/or options subject
      to
      each award, the terms, conditions, performance measures, and other provisions
      of
      the award. Refer to Note 12 of the Company’s financial statements in
      Form SB-2 for the period ended December 31, 2006 for additional information
      related to the Company’s stock based compensation plans.





The
      Company accounts for stock-based compensation arrangements with its employees,
      consultants and directors in accordance with SFAS No. 123 (revised),
“Share-Based Payment” (SFAS No. 123R). Under the fair value recognition
      provisions of SFAS No. 123R, the Company measures stock-based compensation
      cost at the grant date based on the fair value of the award and recognizes
      compensation expense over the requisite service period, which is generally
      the
      vesting period. For the three and six months ended June 30, 2007, the
      Company incurred approximately $337,000 and $485,000, respectively, of expense
      related to stock based compensation under this plan and approximately $2,800,000
      and $2,900,000, respectively, of expense related to warrants.





*Stock
      Options*





The
      Company uses a Black-Scholes option pricing model to estimate the fair value
      of
      stock-based awards with the weighted average assumptions noted in the following
      table.





**Three
                Months Ended June 30, 2007**
            
            **Six
                Months Ended June 30, 2007**Black-Scholes
                Model:Risk-free
                interest rate
            
            
            4.7
            %
            
            4.5
                - 4.84
            %Expected
                life, in years
            
            
            5.8
                - 6.0
            
            
            5.8
                - 6.5Expected
                volatility
            
            
            60.0
            %
            
            60.0
            %Dividend
                yield
            
            
            0.0
            %
            
            0.0
            %




11




Expected
      volatility is based on the historical volatility of the share price of companies
      operating in similar industries. The expected term is based on management’s
      estimate of when the option will be exercised which is generally consistent
      with
      the vesting period. The risk-free interest rate for periods within the
      contractual life of the option is based on the U.S. Treasury yield curve in
      effect at the time of grant.





The
      following table represents stock option activity for the six months ended
      June 30, 2007:





Plan
                Options
            
            Weighted
              Average
              Exercise
                PriceOutstanding
                at December 31, 2006
            
            
            1,570,000
            
            $
            2.00Granted
            
            
            3,105,000
            
            $
            2.27Forfeited
            
            
            (344,271
            )
            $
            2.00Exercised
            
            
            -
            
            $
            -Outstanding
                at June 30, 2007
            
            
            4,330,729
            
            $
            2.19Outstanding
                Exercisable at June 30, 2007
            
            
            777,271
            
            $
            2.00





At
      June 30, 2007 the aggregate intrinsic value of options outstanding and the
      aggregate intrinsic value of options exercisable was approximately $15,600,000
      and $2,700,000, respectively.





At
      June 30, 2007 there was approximately $1,958,000 of unrecognized
      compensation cost related to non-vested options, which is being expensed through
      2011.





On
      January 8, 2007, the Company granted stock options to a new director to purchase
      100,000 shares of common stock with an exercise price of $2.00 per share. The
      options have a fair value of approximately $55,000, which was expensed in
      January 2007 as the options vested immediately and the director subsequently
      resigned from the board of directors in the month of issuance. The options
      have
      a term of 10 years.





On
      January 8, 2007, the Company issued to an officer, an option to purchase
      1,700,000 shares of common stock at $2.00 per share. The options vested 340,000
      shares immediately with the remainder vesting over four years. The term of
      the
      option is 10 years. The option has a fair value of approximately $1,100,000,
      and
      approximately $235,000 was amortized in January 2007 with the balance being
      amortized on a straight-line basis over the vesting period.





During
      the quarter ended March 31, 2007, the Company granted 810,000 options to
      employees in individual grants ranging from 10,000 to 300,000 options. All
      options have exercise prices at $2.00, vest over four years and have terms
      of 10
      years. The aggregate fair value of these options at the dates of grant was
      approximately $456,000 and is being amortized on a straight-line basis over
      the
      vesting period.





During
      the quarter ended June 30, 2007, the Company granted 495,000 options to
      employees in individual grants ranging from 10,000 to 100,000 options, with
      exercise prices ranging from $2.00 to $6.00, vesting over three to four years
      and terms of 10 years. The aggregate fair value of these options at the dates
      of
      grant was approximately $364,000 and is being amortized on a straight-line
      basis
      over the vesting period.





*Warrants*





The
      following table represents warrant activity for the six months ended
      June 30, 2007:





Warrants
            
            
            Weighted
              Average
              Exercise
                PriceOutstanding
                at December 31, 2006
            
            
            10,453,333
            
            $
            1.92Granted
            
            
            21,731,667
            
            
            2.81Expired
            
            
            -
            
            
            -Exercised
            
            
            (250,000
            )
            $
            2.00Outstanding
                at June 30, 2007
            
            
            31,935,000
            
            $
            2.52Outstanding
                exercisable at June 30, 2007
            
            
            13,992,278
            
            $
            2.08





12




At
      June 30, 2007 the aggregate intrinsic value of warrants outstanding and the
      aggregate intrinsic value of warrants exercisable was approximately $95,200,000
      and $47,500,000, respectively.





At
      June 30, 2007 there was approximately $26,300,000 of unrecognized cost
      related to non-vested warrants (including approximately $23,500,000 unrecognized
      cost related to Burnett warrant tranches three through nine, which is discussed
      below), which is being expensed through 2012.





During
      the quarter ended March 31, 2007, the Company issued 390,000 warrants to
      consultants for services and 4,166,667 warrants to Showtime, as discussed
      elsewhere in this footnote. The value of the warrants issued to consultants
      was
      calculated as approximately $200,000 using a Black-Scholes option pricing model
      with the following assumptions: expected term from 4 to 5 years, expected
      volatility of 60%, risk-free interest rates ranging from 4.48% to 4.78% and
      dividend yield of 0%.





During
      the quarter ended June 30, 2007, the Company issued 145,000 warrants to
      consultants for services. The value of the warrants issued to consultants was
      calculated as approximately $50,000 using a Black-Scholes option pricing model
      with the following assumptions: expected term from 3 to 3.5 years, expected
      volatility of 60%, risk-free interest rate of 4.7% and dividend yield of 0%.
      The
      value of these warrants is being expensed over the vesting period of the grants,
      which ranges from 3 to 3.5 years.





*Burnett
      Warrants*





Effective
      June 15, 2007 (and as amended on June 28, 2007), the Company entered into an
      agreement (the "Series Agreement") with JMBP, Inc. ("MBP"), wholly-owned by
      Mark
      Burnett ("Burnett") in connection with a possible television series involving
      mixed martial arts ("Series") for initial exhibition during prime time on one
      of
      specified networks or cable broadcasters. MBP (or a separate production services
      entity owned or controlled by MBP) will render production services in connection
      with the Series and will be solely responsible for and have final approval
      regarding all production matters, including budget, schedule and production
      location. It is anticipated that, as a condition to involvement in the Series,
      each of the Series contestants will sign a separate agreement with the Company
      or an affiliate of the Company for services rendered outside of the Series.
      MBP
      will own all rights to the Series. The Company and MBP will jointly exploit
      the
      Internet rights in connection with the Series on ProElite.com and other websites
      controlled by ProElite.com. The Company will be entitled to a share of MBP's
      Modified Adjusted Gross Proceeds, as defined. Subject to specified exceptions,
      MBP and Mark Burnett have agreed to exclusivity with respect to mixed martial
      arts programming. The term of the Agreement extends until the earlier of the
      end
      of the term of the license agreement with the broadcaster of the Series (the
      “License Agreement”) or the failure of MBP to enter into a License Agreement by
      June 15, 2008.





Pursuant
      to the Series Agreement, the Company and Burnett entered into a Subscription
      Agreement (the “Subscription Agreement”) relating to the issuance to Burnett of
      warrants to purchase up to 17,000,000 shares of the Company's common stock.
      The
      warrants are divided into nine tranches as follows:





Tranche
            
            Number
                of Shares under Warrants
            
            Vesting
                DateOne
            
            2,000,000
            
            June
                15, 2007Two
            
            2,000,000
            
            500,000
                shares to be vested on each of June 15, 2008, 2009, 2010 and
                2011.Three
            
            2,000,000
            
            Date
                of execution of a License AgreementFour
            
            1,000,000
            
            The
                date that the first episode of the Series is broadcast on a network
                or
                cable broadcaster.Five
            
            1,000,000
            
            The
                last day of the first season.Six
            
            2,000,000
            
            The
                last day of the second season.Seven
            
            4,000,000
            
            1,333,333
                shares to be vested on the last day of each of third, fourth and
                fifth
                seasons, respectively.Eight
            
            2,000,000
            
            1,000,000
                shares to be vested on the date of broadcast of each of the first
                two
                derivative pay-per-view events.Nine
            
            1,000,000
            
            500,000
                shares to be vested on the date of broadcast of each of the next
                two
                derivative pay-per-view events.




13




The
      vesting date of each tranche is subject to acceleration under certain
      circumstances. However, the warrants are not exercisable if a License Agreement
      is not entered into by June 15, 2008, except for 1,000,000 warrants from tranche
      one. Additionally, the warrants and any shares purchased through exercise of
      the
      warrants are subject to forfeiture, except for 1,000,000 warrants from tranche
      one, if a License Agreement is not entered into within one year of the effective
      date.





The
      warrants have an exercise price of $3.00 per share. The exercise price is
      reduced if the Company issues or sells shares of its common stock, excluding
      shares issued as compensation for services or in connection with acquisitions,
      for less than $3.00 per share. The expiration date for a particular tranche
      of
      Warrants is the latest to occur of (i) June 15, 2013; (ii) the date which is
      one
      year after the vesting date of any such tranche, and (iii) one year after the
      expiration of the term of the License Agreement.





The
      value
      of the warrants was calculated as approximately $2,637,000 for tranche one
      and
      $2,880,000 for tranche two using a Black-Scholes option pricing model with
      the
      following assumptions: expected term of 3 years (for tranche one) and
      from 3 to 4 years (for separate 500,000 vesting blocks of tranche two),
      expected volatility of 60%, risk-free interest rate of 4.7% and dividend yield
      of 0%. The value of the tranche one warrants was charged to expense in June
      2007. The value of the tranche two warrants is being amortized to expense over
      the vesting period of each 500,000 warrant vesting block (i.e., from 1
      to 4 years).





The
      current value of warrants in tranches three through nine were calculated as
      approximately: $3.7 million (tranche three), $1.8 million (tranche four), $1.8
      million (tranche five), $3.6 million (tranche six), $7.2 million (tranche
      seven), $3.6 million (tranche eight), and $1.8 million (tranche nine) or
      approximately $23.5 million in aggregate. The values were calculated using
      a
      Black-Scholes option pricing model with an expected term of 6 years, expected
      volatility of 60%, risk-free interest rate of 4.7% and dividend yield of 0%.
      The
      Company would begin expensing the value of these tranches once there is a
      reasonable likelihood of achieving the performance criteria of each tranche
      (as
      described above) and would be based on the current values at that time. At
      June
      30, 2007, the Company has recognized no expense related to tranches three
      through nine.





The
      Company, Burnett and Santa Monica Capital Partners II LLC, ("SMCP"), one of
      the
      Company's shareholders, entered into an Investor Rights Agreement providing
      certain registration rights with respect to the shares purchasable under the
      warrants, co-sale rights with SMCP, restrictions on resale and board observation
      rights.




**Note
      8**  **Related
      Party Transactions**





The
      Company entered into a television production and distribution agreement with
      Showtime, which is also an investor in the Company. The Company earns revenue
      from and incurs expenses to Showtime in connection with this agreement. During
      the three and six months ended June 30, 2007, the Company recorded revenue
      of
      approximately $411,000 from the pay-per-view broadcast of the Company’s June 22,
      2007 event. The Company estimated the amount of this revenue from projected
      sales of the pay-per-view program, which were based upon initial reporting
      of
      actual sales by distribution partners during the first approximately two weeks
      after the event. If the final, actual sales reported by distribution partners
      are different than the estimated amount, the Company will record a charge or
      benefit to the statement of operations in a future period. During the three
      and
      six months ended June 30, 2007, the Company incurred approximately $1.1 million
      and $2.5 million, respectively, of production expenses directly related to
      the
      Company’s live events, which were produced by Showtime on behalf of the Company.
      The Company estimated expenses for the three months ended June 30, 2007 based
      upon the television distribution agreement with Showtime, event-specific
      production and marketing budgets and historical experience. The production
      costs
      were recorded in cost of revenue. At June 30, 2007, the Company owed
      approximately $1.1 million to Showtime and had a receivable of approximately
      $411,000 from Showtime.




14




The
      Company entered into a three-year term consulting agreement and pays a monthly
      fee of $30,000 to an affiliate for services relating to strategic planning,
      investor relations, acquisitions, corporate governance and financing. The
      Company also allows the affiliate free use of four offices.




**Note
      9**  **Subsequent
      Events**





In
      June
      2007, the Company prepared a private placement for a maximum of $60,000,000
      of
      Units, with each Unit consisting of one share of common stock and one-half
      of a
      five year warrant to purchase common stock. Ten percent of the Units, not to
      exceed $5 million, was allowed to include shares of common stock offered by
      certain selling shareholders (the “Selling Shareholders”). The Company will not
      receive any of the proceeds from the sale of securities by these Selling
      Shareholders. The purchase price of each unit is $7.00 and the warrants included
      in the Units have an exercise price of $7.00 per share. The maximum number
      of
      shares and warrants to be issued in the private placement would be 8,571,429
      and
      4,285,714, respectively. The Company has agreed to pay a placement fee to its
      investment banker of cash equal to 10% of the proceeds raised and to issue
      a
      five-year warrant to purchase an equivalent number of common shares as sold
      in
      the private placement at $7.00 per share. The terms of the private placement
      provide price protection to the investors and placement agent in the private
      placement for 24 months following registration with the Securities and Exchange
      Commission, whereby if the Company issues more than an aggregate of 200,000
      shares at a price or exercise price per share of less than $7.00, then (a)
      the
      Company shall issue additional shares to the current investors so that the
      effective purchase price per share shall be the same per share purchase price
      of
      the subsequent financings, and (b) the exercise price of the warrants shall
      be
      reduced to the price of future financings, but not below $2.00 per share.
      Additionally, the private placement agreement requires the Company to register
      the securities sold with the Securities and Exchange Commission (“SEC”) within
      45 days of closing the offering and use its best efforts to ensure the
      registration is declared effective by the SEC within 90 days from the initial
      filing of the statement. The registration rights agreement calls for the Company
      to pay, in cash, liquidated damages in an amount equal to 1% of the purchase
      price per month if the shares are not registered within 45 days, the
      registration statement is not declared effective by the SEC within 90 days
      of
      the statement’s filing, or the registration statement ceases to remain
      continuously effective as to all the registrable securities for which it is
      required to be effective.





On
      July
      12, 2007, the Company received $20.2 million from the offering for 3,214,286
      shares of common stock and 1,785,715 warrants. The proceeds received by the
      Company were net of a $2.3 million fee to the placement agent and $2.5 million
      remaining in escrow for selling shareholders. For accounting purposes, the
      proceeds were allocated $4,892,376, or $2.74 per warrant, to investors’ warrants
      based upon the value determined using a Black-Scholes model and the residual
      $17,607,627 of the proceeds, or $5.48 per share, to common stock sold by the
      Company. Additionally, the placement agent’s 3,571,428 warrants were valued at
      $9,784,752. The value of warrants was determined using a Black-Scholes model
      with the following assumptions: exercise price of $7.00 per share, expected
      term
      of 5 years, expected volatility of 60%, discount rate of 5.1%, and annual
      dividend rate of 0%.





15


**Item 2.
      Management’s Discussion and Analysis or Plan of Operation.**




*Overview*




Mixed
      Martial Arts, commonly referred to as MMA, is a sport growing in popularity
      around the world. In MMA matches, athletes use a combination of a variety of
      fighting styles, including boxing, judo, jiu jitsu, karate, kickboxing, muy
      thai, tae kwon do, and wrestling. Typically, MMA sporting events are promoted
      either as championship matches or as vehicles for well-known individual
      athletes. Professional MMA competition conduct is regulated primarily by rules
      implemented by state athletic commissions and is currently permitted in
      twenty-one states. Athletes win individual matches by knockout, technical
      knockout (referee or doctor stoppage), submission, or judges’ decision.





Historically,
      MMA events were broadcast in the United States only through pay-per-view
      arrangements. MMA events were broadcast for the first time on free cable
      television in 2004. Spike TV, a cable television broadcaster, recently issued
      a
      press release stating that it is currently broadcasting the fourth season of
      a
      popular reality television program, “The Ultimate Fighter,” based on MMA
      training and competitions, which attracts roughly two million viewers per week.
      In addition, competing MMA promoters have continued to grow the pay-per-view
      audience for their MMA events as well as their presence on broadcast and basic
      cable television.





Our
      business plan is to capitalize on the popularity and growth of mixed martial
      arts in building an “Elite” fight brand, EliteXC, while also taking advantage of
      the Internet to capture fans, fighters and organizations in combat sports with
      its ProElite.com social networking site. We plan on reaching MMA fans and
      participants through normal marketing channels (print, television, radio) and
      harnessing the efficient networking available over the Internet. We are in
      the
      process of acquiring multiple on- and off-line brands to increase our
      entertainment properties, content libraries and tool set offerings for fighters,
      fans and organizations in and around MMA. EliteXC, our fight brand, produces
      and
      promotes live events featuring the top fighters in MMA while ProElite.com has
      created an MMA grassroots online social network. We cross-promote our Internet
      and live properties so that each can strengthen the other.





Our
      business model includes partnering with (and creating) the best distribution
      channels for the video content created by our live events and on-line products.
      The distribution channels include Showtime, CBS Sportsline, other major portals
      as well as additional television network and cable channels. Each live event
      may
      generate up to fifty hours of MMA video footage and we have finalized licensing
      deals for the right to thousands of hours of MMA and other combat footage.
      This
      footage can be edited into videos or other formats that can be sold on our
      ProElite.com website or used to market our fighters and future events through
      the ProElite.com website and other distribution partners.





Through
      July 31, 2007, EliteXC has promoted five events, including two events featured
      on pay-per-view. The most recent of these we co-promoted on June 22, 2007
      featuring Frank Shamrock vs. Phil Baroni. EliteXC plans to run at least one
      event per month for the rest of 2007 and 2008.





ProElite.com
      has grown to over 40,000 registered members since its launch on February 1,
      2007. ProElite.com has streamed seven live events through July 31, 2007 and
      has
      featured other fight brands in addition to EliteXC such as Cage Rage (London),
      ICON Sports (Hawaii), No Limits Gym (California) and Abu Dhabi (grappling
      tournament).





Prior
      to
      the reverse merger referred to below, we were an inactive company. Upon the
      reverse merger, we became the holding company for newly formed entities that
      (a)
      organize and promote mixed martial arts matches, and (b) create an internet
      community for martial arts enthusiasts and practitioners. On October 3, 2006,
      pursuant to a Share Exchange Agreement dated concurrently between us and the
      shareholders of Real Sport, Inc., we issued 25,000,000 shares of our common
      stock in exchange for all of the issued and outstanding shares of Real Sport,
      Inc. As a result of this reverse merger transaction, Real Sport is now our
      wholly owned subsidiary, though from an historical perspective it was deemed
      to
      have been the acquirer in the reverse merger and the survivor of the
      reorganization. Concurrently with the closing of the reverse merger, we
      completed a private placement of our securities with gross proceeds of
      $10,000,000.




16




Real
      Sport is the holding company of ProElite.com (formerly EliteXC.com and I-Fight,
      Inc.) and EliteXC Live (formerly MMA Live, Inc. and Jungle Fight, Inc.), which
      were formed on August 10, 2006 and September 13, 2006, respectively.




**Orientations
      Network (fka Lifelogger)**




Effective
      November 30, 2006, Real Sport acquired the tangible and intellectual property
      assets of Lifelogger LLC, a Delaware limited liability company, for shares
      of
      Real Sport. Those shares of Real Sport were exchanged in the Reverse Merger
      for
      4,000,000 shares of our common stock. The intellectual property acquired was
      a
      set of advanced social networking, online depository, and personalized content
      tools that we anticipate will provide much of the backbone for our online
      community. Its current functionality includes user generated customized sites,
      storage of audio, video and messages, customer sign-up and tracking, blogging,
      web-links, and social networking.




**Rumble
      World Entertainment**




The
      Company has entered into a licensing agreement with Rumble World Entertainment,
      Inc. and Rumble World Entertainment, LLC (“Rumble World”) as of November 28,
      2006, pursuant to which Rumble World granted to us the exclusive rights to
      their
      trademarks for a period of three years. The Company intends to use the property
      licensed under the agreement to produce events in martial arts and combat
      sports, including mixed martial arts. In exchange for the right to use Rumble
      World’s intellectual property, the Company issued to Rumble World a five-year
      warrant to purchase 750,000 shares of our common stock at an exercise price
      of
      $2.00 per share. The warrant vests over a term of three years in three equal
      installments. As part of our agreement, we entered into a services agreement
      with Jay Dee Penn, the founder of Rumble World, and another Rumble World
      employee for their exclusive services in the area of mixed martial arts. Mr.
      Penn’s services agreement is for a three-year term and the other services
      agreement is on an at-will basis. During the term, Mr. Penn is entitled to
      attend scheduled board meetings as a silent and non-voting
      attendee.





The
      parties will split the proceeds of all events marketed under the brands Rumble
      World, RWE and/or Rumble World Entertainment, less the costs that we incur
      in
      connection with the Rumble World events. Any excess of expenses or fees over
      revenues for a Rumble World event will be carried over to the next such event.





At
      the
      end of the three-year term, the Company has the option to purchase all
      outstanding membership interests of Rumble World for an amount to be determined,
      provided that the amount be no less than $7 million. This amount will be equal
      to: (a) four times Rumble World’s share of the EBIDTA for the events produced
      by the Company that utilize Rumble World’s intellectual property, for
      the twelve months preceding the anniversary, or (b) upon Rumble World’s
      election, the average EBITDA of the three years during the term. This purchase
      price will be payable in cash, Company common stock, or a combination of both.




**Showtime**




We
      entered into an Exclusive Distribution Agreement with Showtime Networks Inc.,
      pursuant to which Showtime Networks has licensed the exclusive television rights
      in the United States to all MMA events produced by us for a term that commenced
      on November 8, 2006 and continues until December 31, 2009, unless the term
      is
      extended as set forth in the agreement.  The agreement contemplates
      both regular airings on the SHOWTIME channel as well as Pay-Per-View specials.
      In addition, Showtime Networks has certain rights to distribute the television
      rights in the events in international territories and has the right to
      participate in home video and other revenue streams derived from the events.
      All
      rights not granted to Showtime Networks are reserved to us.




17




For
      2007,
      we are solely responsible for all costs and expenses associated with television
      production, and will not receive any license fees. License fees from Showtime
      Networks in 2008 and 2009 will be divided between the Company and Showtime
      Networks. For each event featured on pay-per-view, the Company will receive
      the
      proceeds received by Showtime Networks, less the distribution fee and advances
      made by Showtime Networks on our behalf for marketing, public relations and
      television production for the pay-per-view event. We may offer the pay-per-view
      event on ProElite.com website at least 45 days from the date of such event.
      Any
      revenues derived from the sale of our merchandise by Showtime Networks, or
      through Showtime Networks’ website or telecasts will be split 70% to the Company
      and 30% to Showtime Networks.





In
      connection with the Exclusive Distribution Agreement, we also sold shares of
      common stock and warrants to Showtime Networks for gross proceeds of $5 million
      in a private placement in January 2007.





**Shamrock**





The
      Company has entered into an Unarmed Combatant Promotional Agreement with Frank
      Shamrock, Inc., dated as of December 1, 2006 for the services of Frank Juarez
      “Shamrock”, pursuant to which Mr. Juarez or Shamrock granted the Company the
      exclusive right to promote him as a fighter in mixed martial arts, martial
      arts
      and unarmed combatant contests. In connection with the Unarmed Combatant
      Promotional Agreement, the Company has entered into a personal services
      Agreement with an affiliate of Shamrock. The Company issued 320,000 shares
      of
      common stock to Shamrock’s affiliate in exchange for his services as spokesman
      and consultant and appearances at various ProElite events.





**Mark
      Burnett**





We
      entered into an agreement with JMBP, Inc., wholly-owned by Mark Burnett, on
      June
      15, 2007, in connection with a television series involving mixed martial arts
      for initial exhibition during prime time on one of specified networks or cable
      broadcasters. JMBP (or a separate production services entity owned or controlled
      by JMBP) will render production services in connection with the television
      series and will be solely responsible for and have final approval regarding
      all
      production matters, including budget, schedule and production location. It
      is
      anticipated that, as a condition to involvement in the television series, each
      of the series contestants will sign a separate agreement with us or an affiliate
      of ours for services rendered outside of the series. JMBP will own all rights
      to
      the series. We and JMBP will jointly exploit the Internet rights in connection
      with the television series on ProElite.com and other websites controlled by
      ProElite.com. We will be entitled to a share of JMBP's modified adjusted gross
      proceeds, as defined. Subject to specified exceptions, JMBP and Mark Burnett
      have agreed to exclusivity with respect to mixed martial arts programming.
      The
      term of the agreement extends until the earlier of the end of the term of the
      license agreement with the broadcaster of the series or the failure of JMBP
      to
      enter into a License Agreement by June 15, 2008.





Pursuant
      to the Series Agreement, we entered into a Subscription Agreement with Mr.
      Burnett relating to the issuance to Mr. Burnett of warrants to purchase up
      to
      17,000,000 shares of the our Common Stock at $3.00 per share (subject to
      adjustment), the fair market value of the Company’s common stock at the time the
      parties agreed to enter into such agreement. Except for 1,000,000 warrants,
      the
      warrants are not exercisable if a license agreement is not entered into by
      June
      15, 2008. If certain performance measurements are achieved and the warrants
      vest, we will record substantial expense on our books.





**Results
      of Operations**





The
      Company was formed in 1992 and began operations after a reverse merger in August
      2006. Therefore, the Company has no financial results for the three and six
      months ended June 30, 2006.





***For
      the three months ended June 30, 2007.***





***Revenue.*** Revenue
      was $1,927,235 for the three months ended June 30, 2007 and was earned
      principally from ticket sales to our June 22 nd San Jose
      live event, fees from FEG USA, Inc. for co-production of the June 2 nd event,
      and from the pay-per-view showing of our June 22 event on Showtime.




18


***Cost
      of revenue.*** Cost of
      revenue was $3,675,937 for the three months ended June 30, 2007. The
      largest portion of cost of revenue was $1,127,060 of expenses related to
      Showtime for marketing and television production expenses at the live events.
      Other significant components of cost of revenue in the three months ended
      June 30, 2007 were fighters purses of $612,680, production of “Barker
      shows” (i.e., event-specific promotional videos) of $519,877, arena rental and
      related expenses of $262,609, event-specific marketing expense of $229,650,
      set
      design expenses of $79,327, travel of $113,370, tickets purchased for Company
      guests of $124,052, Internet production and streaming expenses of $53,259,
      and
      write off of the net book value of set design costs of $212,300, which in June
      2007 were determined to not be useful for future events.





***Marketing
      expenses.*** Marketing
      expenses primarily consist of marketing, advertising and promotion expenses
      not
      directly related to MMA events. Marketing, advertising and promotion expenses
      related directly to MMA events are charged to cost of revenue. Marketing
      expenses were $165,544 in the quarter ended June 30, 2007 and primarily
      consisted of Internet and print advertising, public relations and marketing
      consultants. We anticipate sales and marketing expenses to increase as we
      promote our Company and brands.





***Website
      operations.*** Website
      operations expenses consist primarily of wages, consultants’ fees and technical
      infrastructure expenses related to running the Company’s Internet websites.
      Website operations expenses were $772,008 for the quarter ended June 30,
      2007.





***General
      and administrative expenses.*** For
      the
      three months ended June 30, 2007, general and administrative expenses
      amounted to $4,789,762 and consisted primarily of non-cash, stock-based
      compensation expense and amortization of capitalized warrant costs of
      $2,917,086; salaries, wages and payroll taxes of $482,082; consulting expenses
      of $233,390; professional services of $246,704; and travel expenses of
      $171,111.





***Loss
      from operations*** .
      Loss
      from operations was $7,476,016 for the three months ended June 30, 2007 as
      the Company was in the beginning phases of executing its business plan and
      incurring expenses in advance of establishing its brand and
      operations.





***Net
      loss*** .
      Net
      loss for the three months ended June 30, 2007 was $7,393,200 or $0.17
      per share. The net loss during the first quarter was due to the same factor
      noted above in “Loss from operations”.





***For
      the six months ended June 30, 2007.***





***Revenue.*** Revenue
      was $2,241,838 for the six months ended June 30, 2007 and was earned
      principally from ticket sales to our February 10 Mississippi, and June 22 San
      Jose live events, fees from FEG USA, Inc. for co-production of the June 2 event
      and from the pay-per-view showing of our June 22 event on Showtime.





***Cost
      of revenue.*** Cost of
      revenue was $5,974,957 for the six months ended June 30, 2007. The largest
      portion of cost of revenue was $2,460,835 of expenses related to Showtime for
      marketing and television production expenses at the live events. Other
      significant components of cost of revenue in the six months ended June 30,
      2007 were fighters purses of $1,560,478, production of “Barker shows” (i.e.,
      event-specific promotional videos) of $613,104, arena rental and related
      expenses of $391,928, event-specific marketing expense of $316,844, set design
      expenses of $324,371, travel of $244,653, tickets purchased for Company guests
      of $174,052, Internet production and streaming expenses of $111,814, and write
      off of the net book value of set design costs of $212,300, which in June 2007
      were determined to not be useful for future events.




19


***Marketing
      expenses.*** Marketing
      expenses primarily consist of marketing, advertising and promotion expenses
      not
      directly related to MMA events. Marketing, advertising and promotion expenses
      related directly to MMA events are charged to cost of revenue. Marketing
      expenses were $269,438 in the six months ended June 30, 2007 and primarily
      consisted of Internet and print advertising, public relations and marketing
      consultants. We anticipate sales and marketing expenses to increase as we
      promote our Company and brands.





***Website
      operations.***Website operations expenses consist primarily of
      wages, consultants’ fees and technical infrastructure expenses related to
      running the Company’s Internet websites. website operations expenses were
      $1,187,167 for the six months ended June 30, 2007. The Company capitalized
      $316,682 of costs associated with the ProElite.com and EliteXC.com websites
      during the first quarter of 2007.





***General
      and administrative expenses.*** For
      the
      six months ended June 30, 2007 general and administrative expenses were
      $6,955,465 and consisted primarily of non-cash, stock-based compensation expense
      and amortization of capitalized warrant costs of $3,379,801; salaries, wages
      and
      payroll taxes of $908,637; consulting expenses of $545,024; professional
      services of $547,902; and travel expenses of $353,197.





***Loss
      from operations*** .
      Loss
      from operations was $12,145,189 for the six months ended June 30, 2007 as
      the Company was in the beginning phases of executing its business plan and
      incurring expenses in advance of establishing its brand and
      operations.





***Net
      loss*** .
      Net
      loss for the six months ended June 30, 2007 was $11,946,148 or $0.28 per
      share. The net loss during the first quarter was due to the same factor noted
      above in “Loss from operations”.





**Liquidity
      and Capital Resources**





Net
      cash
      used by operating activities was $7,018,884 during the six months ended
      June 30, 2007. The use of cash was primarily the result of the Company
      being in the early phases of executing its business plan and incurring expenses
      in advance of establishing its brand and operations.





Net
      cash
      used by investing activities was $1,083,163 during the six months ended
      June 30, 2007 due to the purchase of equipment, furniture and leasehold
      improvements.





Net
      cash
      provided by financing activities was $4,760,000 during the six months ended
      June 30, 2007 due to the issuance of common stock and warrants to Showtime
      for $5 million net of restricted cash, which collateralizes corporate credit
      cards.





Cash
      and
      cash equivalents as of June 30, 2007 was $3,953,778. Additionally, on July
      12, 2007, we received net proceeds of $20.2 million from a private placement
      of
      our common stock. Our cash and cash equivalents are expected to be sufficient
      to
      execute the next 18 months of our three year business plan. As such, we continue
      to seek additional financing. If we are unable to raise sufficient additional
      financing, our growth may be limited. There can be no assurances that we will
      be
      able to raise sufficient financing on favorable terms and conditions. Management
      believes that we currently have sufficient cash and cash equivalents to finance
      our current operations for the next twelve months.





20


**Item 3.
      Controls and Procedures.**





(a) *Evaluation
      of disclosure controls and procedures.* The
      Company’s Chief Executive Officer and Chief Financial Officer have evaluated the
      effectiveness of the Company’s disclosure controls and procedures as of
      June 30, 2007. Based on such evaluation, such officers have concluded that,
      as of June 30, 2007, the Company’s disclosure controls and procedures were
      not effective in ensuring that (i) information required to be disclosed by
      the
      Company in the reports that it files or submits under the Exchange Act is
      recorded, processed, summarized and reported, within the time periods specified
      in the SEC’s rules and forms and (ii) information required to be disclosed by
      the Company in the reports that it files and submits under the Exchange Act
      is
      accumulated and communicated to the Company’s management, including its
      principal executive and principal financial officers, or persons performing
      similar functions, as appropriate to allow timely decisions regarding required
      disclosure. The deficiencies in disclosure controls and procedures were related
      to the deficiencies in our internal control over financial reporting. In
      evaluating our internal controls as of December 31, 2006, our auditors noted
      several material weaknesses and a significant deficiency which we are working
      to
      address. The material weaknesses noted were: (1) the Company inadequately
      maintained accounting records, (2) accounting policies and procedures were
      not
      formally documented and (3) the accounting department did not have sufficient
      technical accounting knowledge. The significant deficiency noted was that a
      contractor did not provide adequate accounting for funds advanced by the
      Company.





(b) *Changes
      in internal controls* .
      The
      Company has begun taking remediation steps to enhance its internal control
      over
      financial reporting and reduce control deficiencies. We are actively working
      to
      eliminate the internal control weaknesses and deficiency noted by: bringing
      all
      accounting and record maintenance in-house, implementing Microsoft
      Dynamics/Great Plains accounting software; formally documenting accounting
      policies and procedures; and creating centralized, on-site document repositories
      and maintenance, and we hired personnel in the accounting and legal departments.





There
      were no changes in our internal controls over financial reporting that occurred
      during the period covered by this report that have materially affected, or
      are
      reasonably likely to materially affect, our internal controls over financial
      reporting.





***Forward
      Looking and Cautionary Statements***





*This
      Form 10QSB contains certain forward-looking statements. For example, statements
      regarding our financial position, business strategy and other plans and
      objectives for future operations, and assumptions and predictions about future
      product demand, supply, manufacturing, costs, marketing and pricing factors
      are
      all forward-looking statements. These statements are generally accompanied
      by
      words such as “intend,” “anticipate,” “believe,” “estimate,” “potential(ly),”
“continue,” “forecast,” “predict,” “plan,” “may,” “will,” “could,” “would,”
“should,” “expect” or the negative of such terms or other comparable
      terminology. We believe that the assumptions and expectations reflected in
      such
      forward-looking statements are reasonable, based on information available to
      us
      on the date hereof, but we cannot assure you that these assumptions and
      expectations will prove to have been correct or that we will take any action
      that we may presently be planning. However, these forward-looking statements
      are
      inherently subject to known and unknown risks and uncertainties. Actual results
      or experience may differ materially from those expected or anticipated in the
      forward-looking statements. Factors that could cause or contribute to such
      differences include, but are not limited to, regulatory policies, competition
      from other similar businesses, and market and general policies, competition
      from
      other similar businesses, and market and general economic factors. This
      discussion should be read in conjunction with the condensed consolidated
      financial statements and notes thereto included in this
      prospectus.*




*If
      one or more of these or other risks or uncertainties materialize, or if our
      underlying assumptions prove to be incorrect, actual results may vary materially
      from what we project. Any forward-looking statement you read in this prospectus
      reflects our current views with respect to future events and is subject to
      these
      and other risks, uncertainties and assumptions relating to our operations,
      results of operations, growth strategy, and liquidity. All subsequent
      forward-looking statements attributable to us or individuals acting on our
      behalf are expressly qualified in their entirety by this paragraph. You should
      specifically consider the factors identified in this prospectus, which would
      cause actual results to differ before making an investment decision. We are
      under no duty to update any of these forward-looking statements after the date
      of this prospectus or to conform these statements to actual
      results.*





21


**PART
      II. OTHER INFORMATION**





**Item 1.
      Legal Proceedings.**





On
      December 14, 2006, we received a demand letter from counsel for Wallid Ismail
      Promocoes E Eventos LTDA EPP and Wallid Ismail (collectively “Wallid”). The
      demand letter alleges that we entered into a “fully enforceable agreement” to
      compensate Wallid for allegedly assisting us in raising financing, and that
      we
      or our directors committed unspecified fraudulent acts, misappropriated Wallid’s
“confidential and proprietary information,” and engaged in an “intentional and
      well-orchestrated scheme to wrongfully remove Wallid” as a principal of the
      Company.





The
      Company denies Wallid’s allegations, and denies that it has, or has breached,
      any obligations to Wallid. On January 2, 2007, the Company filed a lawsuit
      against Wallid in the Superior Court for the State of California, County of
      Los
      Angeles. In our lawsuit, we seek a judicial declaration that the allegations
      in
      the demand letter are false. In addition, the lawsuit alleges that Wallid has
      misappropriated the Company’s business plan and other confidential and
      proprietary information, that Wallid has been unjustly enriched at the Company’s
      expense, that Wallid is engaging in unfair competition with the Company, and
      that Wallid’s actions violate California Business and Professions Code sections
      17200, et seq. On January 3, 2007, we sent the summons and complaint in the
      lawsuit to Wallid’s counsel, along with a request that Wallid’s counsel accept
      service of process. Service on Wallid was accomplished on February 28, 2007.
      The
      action was removed to the United States District Court for the Central District
      of California on March 27, 2007.





In
      mid-January, 2007, Wallid filed suit in the United States District Court for
      the
      District of New Jersey against the Company, Doug DeLuca, David Marshall, Kurt
      Brendlinger, Eric Pulier, and Santa Monica Capital Partners. On February 1,
      2007, having not served the original complaint, Wallid filed an amended
      complaint. Wallid alleges that the “defendants” formed I-Fight, Inc. with
      Wallid, that Wallid owned 40% of I-Fight, Inc., that the parties formed Real
      Sport, Inc. to serve as a holding company for I-Fight, Inc. and Wallid was
      given
      a 40% equity interest in Real Sport, and that the defendants agreed to pay
      Wallid a salary of $250,000 per year to organize and promote mixed martial
      arts
      events for I-Fight, Inc. Wallid alleges that the defendants then ousted him
      from
      the venture on the eve of a private offering and subsequent reverse merger
      to
      take I-Fight, Inc. public. Wallid alleges that his shares in Real Sport should
      have been exchanged for an interest in the Company and seeks a judicial
      declaration that he is the owner of a 23.53% to 26.67% equity interest in the
      Company. Wallid also seeks damages in excess of $75,000 and punitive damages
      of
      no less than $10 million. The Company denies Wallid’s allegations and intends to
      assert a vigorous defense. Procedurally, the Company was deemed to be served
      with process in this action on March 29, 2007, and filed a Motion to Dismiss,
      Stay, or Transfer the New Jersey action to California on April 18, 2007. This
      motion was granted on June 26, 2007, and the case will be transferred to the
      United States District Court for the Central District of
      California.





On
      January 23, 2007, West Coast filed a civil action against Frank “Shamrock”
Juarez (“Shamrock”), and sought and obtained a temporary restraining order which
      prohibited Shamrock from fighting in the Company’s February 10, 2007 event. The
      Company subsequently entered into a settlement agreement on February 5, 2007,
      pursuant to which West Coast dismissed its civil action and agreed to permit
      Shamrock to fight in the February 10, 2007 event. The Company agreed to pay
      an
      aggregate of $250,000 to West Coast, out of future compensation due to Shamrock
      from the Company under the personal services agreement. The Company also entered
      into a co-promotion agreement with West Coast, pursuant to which it agreed
      to
      co-promote up to three live MMA events that feature Shamrock. To date the
      Company has paid West Coast $100,000 of the $250,000 owed. The remaining portion
      totaling $150,000 will be paid to West Coast from future co-produced events.
      A
      liability has been accrued for the $150,000 at June 30, 2007.





On
      March
      22, 2007, Zuffa, LLC filed a complaint against Showtime Networks and the Company
      in which it alleges that the defendants infringed Zuffa’s copyrights by airing
      footage from certain Ultimate Fighting Championship events and alleges that
      the
      defendants utilized portions of Zuffa’s copyrights in the televised broadcast of
      the February 10, 2007 MMA event that was held at the Desoto Civic Center in
      Southaven, Mississippi. Zuffa has alleged causes of action for copyright
      infringement and unfair competition, and seeks injunctive relief, compensatory
      damages or statutory damages, and litigation expenses. Zuffa has not specified
      the amount of monetary damages it seeks. The Company and Showtime have filed
      a
      motion to dismiss the case, and the parties to the lawsuit are currently waiting
      for a decision from the court.




22




**Item 2.
      Unregistered Sales of Equity Securities and Use of Proceeds**





On
      January 5, 2007, pursuant to a Securities Purchase Agreement we entered into
      with Showtime Networks Inc., we issued an aggregate of 1,666,667 units, at
      a per
      unit price of $3.00, consisting of three shares of common stock and a three-year
      warrant to purchase one share of common stock at a per share exercise price
      of
      $2.00 to Showtime Networks. Additionally, we issued a seven-year warrant to
      purchase 2.5 million shares of our common stock to Showtime Networks at a per
      share exercise price of $2.00, in consideration of the funding provided to us.
      These warrants were exercisable as of the date of grant, January 5, 2007. We
      also issued a five-year warrant to purchase 2.5 million shares of our common
      stock to Showtime Networks at a per share exercise price of $2.00, in connection
      with our Exclusive Distribution Agreement with Showtime Networks, as described
      in further detail above. These warrants are exercisable upon the earlier of
      November 8, 2009 or the breach, if any, by us of the Exclusive Distribution
      Agreement. Pursuant to the investor rights agreement entered into with Showtime
      Networks in connection with the sale of our securities, we have granted Showtime
      Networks the right to appoint one member to our Board of Directors, and Santa
      Monica Capital Partners II, LLC, our largest shareholder, Gary Shaw, President
      of EliteXC Live and our director, and Douglas DeLuca, our Chief Executive
      Officer and director, have agreed to vote or cause to be voted all shares owned
      by it or him or over which it or he has voting control in whatever manner as
      necessary to ensure that at each annual or special meeting of shareholders
      at
      which an election of directors is held or pursuant to any written consent of
      the
      shareholders, Showtime Networks’ designee(s) will be elected to the Board of
      Directors.





In
      June
      2007, the Company prepared a private placement for a maximum of $60,000,000
      of
      Units, with each Unit consisting of one share of common stock and one-half
      of a
      five year warrant to purchase common stock. Ten percent of the Units, not to
      exceed $5 million, was allowed to include shares of common stock offered by
      certain selling shareholders (the “Selling Shareholders”). The Company will not
      receive any of the proceeds from the sale of securities by these Selling
      Shareholders. The purchase price of each unit is $7.00 and the warrants included
      in the Units have an exercise price of $7.00 per share. The maximum number
      of
      shares and warrants to be issued in the private placement would be 8,571,429
      and
      4,285,714, respectively. The Company has agreed to pay a placement fee to its
      investment banker of cash equal to 10% of the proceeds raised and a five-year
      warrant to purchase an equivalent number of common shares as sold in the private
      placement at $7.00 per share. The terms of the private placement provide full
      anti-dilution protection to investors in the private placement for 24 months
      following registration with the Securities and Exchange Commission, whereby
      if
      the Company issues more than an aggregate of 200,000 shares at a price or
      exercise price per share of less than $7.00, then (a) the Company shall issue
      additional shares to the current investors so that the effective purchase price
      per share shall be the same per share purchase price of the subsequent
      financings, and (b) the exercise price of the warrants shall be reduced to
      the
      price of future financings, but not below $2.00 per share. Additionally, the
      private placement agreement requires the Company to file a registration
      statement to cover the resale of the securities sold with the Securities and
      Exchange Commission (“SEC”) within 45 days of closing the offering and use its
      best efforts to ensure the registration statement is declared effective by
      the
      SEC within 90 days from the initial filing of the statement.
      The registration rights agreement calls for the Company to pay, in cash,
      liquidated damages in an amount equal to 1% of the purchase price per month
      if
      the registration statement is not filed within 45 days, the registration
      statement is not declared effective by the SEC within 90 days of the statement’s
      filing, or the registration statement ceases to remain continously effective
      as
      to all the registrable securities for which it is required to be
      effective.





On
      July
      12, 2007, the Company received $20.2 million from the offering for 3,214,286
      shares of common stock and 1,785,715 warrants. The proceeds received by the
      Company were net of a $2.3 million fee to the placement agent and $2.5 million
      remaining in escrow for selling shareholders. For accounting purposes, the
      proceeds were allocated $4,892,376, or $2.74 per warrant, to investors’ warrants
      based upon the value determined using a Black-Scholes model and the residual
      $17,607,627 of the proceeds, or $5.48 per share, to common stock sold by the
      Company. Additionally, the placement agent’s 3,571,428 warrants were valued at
      $9,784,752. The value of warrants was determined using a Black-Scholes model
      with the following assumptions: exercise price of $7.00 per share, expected
      term
      of 5 years, expected volatility of 60%, discount rate of 5.1%, and annual
      dividend rate of 0%.




23




**Item 3.
      Defaults Upon Senior Securities**




None




**Item 4.
      Submission of Matters to a Vote of Security Holders**




None




**Item 5.
      Other Information**




None.





**Item 6.
      Exhibits.**




See
      the
      attached exhibit index.





24




**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 thereunto
      duly authorized.




Date:
                August 9, 2007
            PROELITE,
                INC.By:
            /s/ Douglas
                DeLucaDouglas
                DeLuca, Chief Executive Officer
              (Principal
                Executive Officer)And:
            /s/ Edward
                G. HansonEdward
                G. Hanson, Chief Financial Officer
              and
                Chief Accounting Officer
              (Principal
                Financial and Accounting Officer)




25


**EXHIBIT
      INDEX**


**Form 10-QSB**


**Three
      months ended March 31, 2007**





**Exhibit
                No.**
            
            **Description**3.1
            
            Amended
                and Restated Certificate of Incorporation*3.2
            
            Bylaws*4.1
            
            Investor
                Warrant to Showtime Networks, Inc. to purchase Common Stock, issued
                January 5, 2007*4.2
            
            Vested
                Warrant to Showtime Networks, Inc. to purchase Common Stock, issued
                January 5, 2007*4.3
            
            Investor
                Rights Agreement dated as of January 5, 2007, by and among the
                Company, Showtime Networks, Inc., Santa Monica Capital Partners II,
                LLC,
                Gary Shaw and Douglas DeLuca*4.4
            
            SNI
                Warrant to Showtime Networks, Inc. to purchase Common Stock, issued
                January 5, 2007*10.1
            
            2006
                Stock Option Plan of the Company*10.2
            
            Form
                of Incentive Stock Option Certificate and Stock Option Agreement
                (Incentive Stock Option) of the Company*10.3
            
            Form
                of Non-Qualified Option Certificate and Stock Option Agreement
                (Non-Qualified Option) of the Company*10.4
            
            Securities
                Purchase Agreement dated as of January 5, 2007, by and between the
                Company
                and Showtime Networks, Inc.*10.5
            
            Employment
                Agreement dated as of January 8, 2007, by and between the Company
                and
                Kelly Perdew*31.1
            
            Certification
                of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002.31.2
            
            Certification
                of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002.32.1
            
            Certification
                of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley
                Act of 2002Certification
                of Chief Financial Officer Pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002* Previously
                filed.





26