**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 September 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 x No o




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 November 6, 2007 there were 46,421,491 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
                Consolidated Balance Sheets as of September 30, 2007 and
                December 31, 2006
            
            3Condensed
                Consolidated Statements of Operations for the three- and nine-month
                periods ended September 30, 2007 and the period from August 10, 2006
                (inception) to September 30, 2006
            
            4Condensed
                Consolidated Statement of Changes in Shareholders’ Equity for the
                nine-month period ended September 30, 2007
            
            5Condensed Consolidated Statements of Cash Flows for the nine-month
                period
                ended September 30, 2007 and the period from August 10, 2006
                (inception) to September 30, 2006
            
            6Notes
                to Condensed Consolidated Financial Statements
            
            8Item 2
            
            Management’s
                Discussion and Analysis of Operations
            
            25Item 3
            
            Controls
                and Procedures
            
            32**PART
                II. OTHER INFORMATION**Item 1
            
            Legal
                Proceedings
            
            33Item 2
            
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            
            34Item 3
            
            Defaults
                Upon Senior Securities
            
            34Item 4
            
            Submission
                of Matters to a Vote of Security Holders
            
            34Item 5
            
            Other
                Information
            
            34Item 6
            
            Exhibits
            
            34Signatures
            
            35Exhibit Index
            
            36




302
                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




September 30,
              2007
            
            December 31,
              2006(unaudited)AssetsCurrent
                assetsCash
                and cash equivalents
            
            $
            10,536,648
            
            $
            7,295,825Restricted
                cash
            
            
            277,500
            
            
            -Accounts
                receivable, net
            
            
            1,222,573
            
            
            -Accounts
                receivable - Showtime
            
            
            240,133
            
            
            -Prepaid
                expenses
            
            
            238,889
            
            
            165,745Other
                current assets
            
            
            175,630
            
            
            82,564Total
                current assets
            
            
            12,691,373
            
            
            7,544,134Fixed
                assets, net
            
            
            1,330,931
            
            
            157,733Other
                assetsAcquired
                intangible assets, net
            
            
            912,777
            
            
            -Goodwill
            
            
            12,197,363
            
            
            -Investment
                in Entlian/SpiritMC
            
            
            1,955,049
            
            
            -Prepaid
                distribution costs, net
            
            
            834,604
            
            
            572,880Prepaid
                license fees, net
            
            
            121,148
            
            
            176,677Prepaid
                services, net
            
            
            462,222
            
            
            -Rent
                deposit
            
            
            122,796
            
            
            33,294Total
                other assets
            
            
            16,605,959
            
            
            782,851Total
                assets
            
            $
            30,628,263
            
            $
            8,484,718Liabilities
                and Shareholders’ EquityCurrent
                liabilitiesAccounts
                payable
            
            $
            1,165,212
            
            $
            121,980Accrued
                expenses
            
            
            212,364
            
            
            86,303Accounts
                payable and accrued expense - Showtime
            
            
            1,830,195
            
            
            -Future
                payments due for acquired companies
            
            
            1,500,000
            
            
            -Other
                accrued liabilities from predecessor company
            
            
            346,572
            
            
            346,572Other
                accrued liabilities
            
            
            151,226
            
            
            -Registration
                rights liability
            
            
            -
            
            
            300,000West
                Coast settlement
            
            
            150,000
            
            
            -Total
                current liabilities
            
            
            5,355,569
            
            
            854,855Deferred
                rent and lease incentive
            
            
            140,598
            
            
            -Total
                liabilities
            
            
            5,496,167
            
            
            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, 46,421,491
                and
                37,499,999 shares issued and outstanding at September 30, 2007 and
                December 31, 2006, respectively
            
            
            4,642
            
            
            3,750Common
                stock to be issued
            
            
            4,749,997
            
            
            -Additional
                paid-in-capital
            
            
            43,727,095
            
            
            11,875,968Accumulated
                deficit
            
            
            (23,349,638
            )
            
            (4,249,855
            )Total
                shareholders’ equity
            
            
            25,132,096
            
            
            7,629,863Total
                liabilities and shareholders’ equity
            
            $
            30,628,263
            
            $
            8,484,718




See
      Notes
      to Condensed Consolidated Financial Statements




3





ProElite,
      Inc.


Condensed
      Consolidated Statements of Operations


(Unaudited)




Three
                Months
              Ended
                September 30,
              2007
            
            
            Nine
                months
              Ended
                September 30,
              2007
            
            
            August
                10, 2006 (Inception) to September 30,
              2006Revenue
            
            $
            1,270,825
            
            $
            3,101,807
            
            $
            -Revenue
                - Showtime
            
            
            (170,723
            )
            
            240,133
            
            
            -Total
                revenue
            
            
            1,100,102
            
            
            3,341,940
            
            
            -Cost
                of revenue
            
            
            2,685,613
            
            
            6,761,560
            
            
            -Cost
                of revenue - Showtime
            
            
            705,195
            
            
            2,594,705
            
            
            -Total
                cost of revenue
            
            
            3,390,808
            
            
            9,356,265
            
            
            -Gross
                loss
            
            
            (2,290,706
            )
            
            (6,014,325
            )
            
            -Operating
                expensesMarketing
            
            
            119,002
            
            
            246,049
            
            
            -Website
                operations
            
            
            1,031,185
            
            
            2,351,429
            
            
            -General
                and administrative expenses
            
            
            3,905,073
            
            
            10,879,726
            
            
            55,349Total
                operating expenses
            
            
            5,055,260
            
            
            13,477,204
            
            
            55,349Operating
                loss
            
            
            (7,345,966
            )
            
            (19,491,529
            )
            
            (55,349
            )Other
                incomeInterest
                income (expense), net
            
            
            192,705
            
            
            391,746
            
            
            (366,000
            )Loss
                before income taxes
            
            
            (7,153,261
            )
            
            (19,099,783
            )
            
            (421,349
            )Income
                taxes
            
            
            -
            
            
            -
            
            
            -Net
                loss
            
            $
            (7,153,261
            )
            $
            (19,099,783
            )
            $
            (421,349
            )Net
                loss per share - basic and diluted
            
            $
            (0.16
            )
            $
            (0.44
            )
            $
            (0.02
            )Weighted
                average shares outstanding - basic and diluted
            
            
            45,911,668
            
            
            43,689,176
            
            
            21,000,000





See
      Notes
      to Condensed Consolidated Financial Statements




4





ProElite,
      Inc.


Condensed
      Consolidated Statement of Changes in Shareholders’ Equity


(Unaudited)





Common
                Stock Issuable
            
            Common
                Stock
            
            Additional
              Paid-
            
            Accumulated
            
            Total
                Shareholders’Shares
            
            Amount
            
            Shares
            
            Amount
            
            In
                Capital
            
            Deficit
            
            EquityBalance
                at December 31, 2006
            
            
            -
            
            $
            -
            
            
            37,499,999
            
            $
            3,750
            
            $
            11,875,968
            
            $
            (4,249,855
            )
            $
            7,629,863Common
                stock and warrant issued for cash - Showtime
            
            
            -
            
            
            -
            
            
            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
            )
            
            -
            
            
            -Common
                stock and warrants issued for cash in private placement
            
            
            -
            
            
            -
            
            
            3,214,286
            
            
            321
            
            
            20,137,145
            
            
            -
            
            
            20,137,466Options
                and warrants exercised
            
            
            -
            
            
            -
            
            
            78,872
            
            
            8
            
            
            158,540
            
            
            -
            
            
            158,548Common
                stock issued for investment in Entlian Corp. (“SpiritMC”)
            
            
            -
            
            
            -
            
            
            100,000
            
            
            10
            
            
            999,990
            
            
            -
            
            
            1,000,000Common
                stock to be issued for purchase of King of the Cage, Inc.
            
            
            178,571
            
            
            1,249,997
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            1,249,997Common
                stock to be issued for purchase of “Cage Rage”
            
            
            500,000
            
            
            3,500,000
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            3,500,000Stock
                options and warrants
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            4,008,005
            
            
            -
            
            
            4,008,005Reduction
                of registration rights liability
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            300,000
            
            
            -
            
            
            300,000Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (19,099,783
            )
            
            (19,099,783
            )Balance
                at September 30, 2007
            
            
            678,571
            
            $
            4,749,997
            
            
            46,421,491
            
            $
            4,642
            
            $
            43,727,095
            
            $
            (23,349,638
            )
            $
            25,132,096





See
      Notes
      to Condensed Consolidated Financial Statements




5





ProElite,
      Inc.


Condensed
      Consolidated Statements of Cash Flows


(Unaudited)




Nine
                months
              Ended
              September 30,
              2007
            
            August
                10, 2006 (Inception) to September 30,
              2006Cash
                flows from operating activitiesNet
                loss
            
            $
            (19,099,783
            )
            $
            (421,349
            )Adjustments
                to reconcile net loss to net cash used in operating
                activitiesStock
                and warrant based compensation
            
            
            4,008,005
            
            
            366,000Depreciation
                and amortization
            
            
            815,076
            
            
            -Abandonment
                of fixed assets
            
            
            242,809
            
            
            -Provision
                for doubtful accounts
            
            
            183,000
            
            
            -Loss
                in equity interest
            
            
            44,951
            
            
            -Change
                in operating assets and liabilities:Increase
                in accounts receivable
            
            
            (778,749
            )
            
            -Increase
                in prepaid expense and other assets
            
            
            (297,213
            )
            
            -Increase
                in accounts payable, accrued expenses and other
                liabilities
            
            
            2,670,947
            
            
            -Net
                cash used in operating activities
            
            
            (12,210,957
            )
            
            (55,349
            )Cash
                flows from investing activitiesPurchase
                of fixed assets
            
            
            (1,378,348
            )
            
            -Acquisition
                of King of the Cage, Inc.
            
            
            (3,250,000
            )
            
            -Acquisition
                of Cage Rage, net of cash acquired
            
            
            (3,938,386
            )
            
            -Investment
                in Entlian Corp.
            
            
            (1,000,000
            )
            
            -Net
                cash used in investing activities
            
            
            (9,566,734
            )
            
            -Cash
                flows from financing activitiesIssuance
                of common stock and warrants for cash
            
            
            25,137,466
            
            
            -Proceeds
                from exercise of options and warrants
            
            
            158,548
            
            
            -Cash
                pledged as collateral for credit card facility
            
            
            (277,500
            )
            
            -Proceeds
                from bridge loans
            
            
            -
            
            
            600,000Net
                cash provided by financing activities
            
            
            25,018,514
            
            
            600,000Net
                increase in cash and cash equivalents
            
            
            3,240,823
            
            
            544,651Cash
                and cash equivalents at beginning of period
            
            
            7,295,825
            
            
            -Cash
                and cash equivalents at end of period
            
            $
            10,536,648
            
            $
            544,651




6


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.





Through
      September 30, 2007, the Company reduced its registration rights liability
      related to the shares issued in the October 2006 private placement by $300,000,
      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 unrelated party in the Company’s October 2006 private placement
      exercised, on a cashless basis, 250,000 warrants and received 208,333 shares
      of
      restricted common stock.





In
      September 2007, the Company issued to Entlian Corp. 100,000 shares of restricted
      common stock valued at $1 million.





In
      September 2007, the Company recorded its obligation for the acquisition of
      King
      of the Cage of 178,571 shares of common stock valued at $1.25
      million.




In
      September 2007, the Company recorded its obligation for the acquisition of
      Cage
      Rage of 500,000 shares of common stock valued at $3.5 million.





At
      September 30, 2007 in accordance with the stock purchase agreement, the Company
      recorded a distribution of approximately $240,000 of accounts receivable in
      an
      acquired subsidiary to the subsidiary’s selling shareholders.





See
      Note
      4 for non-cash disclosure of assets and liabilities acquired in business
      combinations in September 2007.




See
      Notes
      to Condensed Consolidated Financial Statements




7





ProElite,
      Inc.


Notes
      to
      Condensed Consolidated Financial Statements


(Unaudited)





Note
      1  Basis
      of Presentation and Summary of Significant Accounting Policies





Financial
      Statement Presentation




The
      accompanying unaudited condensed consolidated financial statements of ProElite,
      Inc., a New Jersey company and its subsidiaries (“ProElite” or the “Company”),
      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,
      consisting of normal recurring accruals, 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 period from August 10, 2006 (inception) through
      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 began its current business in August 2006 and was considered a
      development stage company until the first quarter of 2007 when revenues were
      first recognized.





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





Principles
      of Consolidation




The
      Company’s consolidated financial statements include the assets, liabilities and
      operating results of Pro Elite (formerly Real Sport) and its wholly-owned
      subsidiaries since formation or acquisition of these entities. All significant
      intercompany accounts and transactions have been eliminated in consolidation.
      The equity method of accounting is used for its investment in Entlian in which
      ProElite has significant influence; this represents common stock ownership
      of at
      least 20% and not more than 50% (see Note 4).





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 and video 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 and video 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.




8





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 charged
      to
      expense at the time of the event. Costs primarily include: TV and Internet
      production, fighter purse, arena, officiating, and the set design. Cost of
      other
      revenue streams are recognized at the time the related revenues are
      realized.





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 determined after intermediary pay-per-view distributors
      have completed their billing cycles. 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.
      In
      October 2007, Showtime provided the Company estimates of pay-per view revenue
      that were approximately $171,000 lower than the original estimates provided
      by
      Showtime which was recorded as a reduction of revenue in the three
      months ended September 30, 2007. Live events produced jointly with other parties
      require the Company to estimate expenses. At September 30, 2007, the Company
      accrued estimated expenses related to Showtime production costs of approximately
      $1.8 million. Should actual results differ from estimated amounts, a charge
      or
      benefit to the statement of operations would be recorded in a future
      period.





Cash
      and Cash Equivalents





Cash
      and
      cash equivalents include deposit accounts and debt instruments of the United
      States government and its agencies and high-quality corporate issuers. All
      highly liquid investments with an original maturity of three months or less
      are
      considered cash equivalents. The Company maintains cash and cash equivalents
      with a commercial bank. These accounts are generally guaranteed by the Federal
      Deposit Insurance Corporation (“FDIC”) up to $100,000 or by the Securities
      Investor Protection Corporation (“SIPC”) up to $500,000. At times, balances at
      any single bank may be in excess of the FDIC or SIPC insurance limit. The
      deposits are made with a reputable financial institution, and the Company does
      not anticipate realizing any losses from these deposits.





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.





Fixed
      Assets





Fixed
      assets primarily consist of computer, office, and video production equipment;
      furniture and fixtures; leasehold improvements; computer software; Internet
      domain names purchased from others; and website development costs. Fixed assets
      are stated at historical cost less accumulated depreciation and amortization.
      Depreciation and amortization are computed on a straight-line basis over the
      estimated useful lives of the assets or, when applicable, the life of the lease,
      whichever is shorter. Equipment is depreciated over estimated useful lives
      ranging from three to five years. Furniture, fixtures and leasehold improvements
      are depreciated over estimated useful lives ranging from five to seven years.
      Computer software is amortized over estimated useful lives ranging from one
      to
      five years. Internet domain names are amortized over ten years. Website
      development costs are amortized over three years. During the three and nine
      months ended September 30, 2007, we capitalized $0 and $349,976 of website
      development costs.




9





Goodwill
      and Intangible Assets





Statement
      of Financial Accounting Standards No. 142, “Goodwill and Other Intangible
      Assets” (“SFAS No. 142”), requires purchased intangible assets other than
      goodwill to be amortized over their useful lives unless these lives are
      determined to be indefinite. During 2007, the Company acquired amortizable
      intangible assets consisting of fighter contracts, venue contracts, video
      libraries, web sites, merchandising rights and distribution agreements and
      indefinite-lived intangible assets consisting of brands and trademarks. The
      Company amortizes the cost of acquired intangible assets over their estimated
      useful lives, which average approximately three years.





SFAS
      No.
      142 requires goodwill to be tested for impairment at least on an annual basis
      and more often under certain circumstances, and written down by a charge to
      operations when impaired. An interim impairment test is required if an event
      occurs or conditions change that would more likely than not reduce the fair
      value of the reporting unit below the carrying value. The Company expects to
      evaluate the goodwill recorded in the acquisitions completed in September 2007
      during 2008.





Valuation
      of Long-Lived Assets





The
      carrying amounts of long-lived assets are periodically evaluated for impairment
      when events and circumstances warrant such a review. During 2007, live event
      set
      design costs and other equipment were determined to be impaired and the Company
      recorded a charge to operations of approximately $243,000 in the nine months
      ended September 30, 2007.





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.





Fair
      Value of Financial Instruments





The
      Company measures its financial assets and liabilities in accordance with the
      requirements of Statement of Financial Accounting Standards (“SFAS”) No. 107,
“Disclosures about Fair Value of Financial Instruments.” The carrying values of
      cash equivalents, accounts receivable, accounts payable, accrued expenses and
      acquisition prices payable approximate fair value due to the short-term
      maturities of these instruments.





Foreign
      Currency





The
      functional currency of the Company’s international subsidiary is the local
      currency. The financial statements of the foreign subsidiary are translated
      into
      United States dollars using period-end rates of exchange for assets and
      liabilities and average rates of exchange for the period for revenues and
      expenses. Foreign currency transaction gains and losses were insignificant
      during the period.




10





Recent
      Accounting Pronouncements





In
      September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS
      No. 157, “Fair Value Measurements”. SFAS No. 157 defines fair value, establishes
      a framework for measuring fair value in generally accepted accounting
      principles, and expands disclosures about fair value measurements. It applies
      under other accounting pronouncements that require or permit fair value
      measurements, the FASB having previously concluded in those accounting
      pronouncements that fair value is the relevant measurement attribute.
      Accordingly, this statement does not require any new fair value measurements.
      This statement is effective for all financial instruments issued for fiscal
      years beginning after November 15, 2007, and interim periods within those fiscal
      years. The Company has not yet determined the effect of SFAS No. 157 on its
      financial position, operations or cash flows.





In
      February 2007, FASB issued SFAS 159, “The Fair Value Option for Financial Assets
      and Financial Liabilities”. SFAS No. 159 amends SFAS No. 115, “Accounting for
      Certain Investments in Debt and Equity Securities”. SFAS No. 159 permits
      entities to choose to measure many financial instruments and certain other
      items
      at fair value. The objective of SFAS No. 159 is to improve financial reporting
      by providing entities with the opportunity to mitigate volatility in reported
      earnings caused by measuring related assets and liabilities differently without
      having to apply complex hedge accounting provisions. SFAS No. 159 is expected
      to
      expand the use of fair value measurement, which is consistent with the Board’s
      long-term measurement objectives for accounting for financial instruments.
      SFAS
      No. 159 applies to all entities, including not-for-profit organizations. Most
      of
      the provisions of SFAS No. 159 apply only to entities that elect the fair value
      option. However, the amendment to SFAS No. 115 applies to all entities with
      available-for-sale and trading securities. Some requirements apply differently
      to entities that do not report net income. This statement is effective as of
      the
      beginning of each reporting entity’s first fiscal year that begins after
      November 15, 2007. The Company does not expect SFAS No. 159 to have a material
      impact on our financial position, operations or cash flows.





Reclassifications





Certain
      prior year amounts have been reclassified to conform to the current year
      presentation.





Note
      2  Liquidity





In
      September 2007, the Company acquired two companies and made a significant
      investment in a third. Additionally, the Company’s business plan calls for
      expanding the scale of live events and Internet operations. As a result, the
      need for cash has correspondingly increased. Although the Company has
      approximately $10.5 million of cash at September 30, 2007, additional financing
      is needed to continue to grow the operations to their desired levels over the
      next 12 months. We are currently seeking additional financing.





If
      we are
      unable to raise sufficient financing, we will be required to reduce our
      expansion programs and our growth may be limited. To that end, management has
      prepared and is launching a program of cost reductions and other initiatives
      to
      improve operations. If this program is not successful and sufficient additional
      financing cannot be obtained, the Company may have to curtail or reduce
      operations.





There
      can
      be no assurances that we will be able to raise sufficient financings on
      favorable terms and conditions.





Note
      3  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
      nine months ended September 30, 2007 in accordance with FASB Statement 128
      (“SFAS 128”), *Earnings
      per Share* :





ThreeMonths
              Ended
              September30,
              2007
            
            Nine
                Months
              Ended
              September30,
              2007Weighted-average
                common shares outstanding - basic
            
            
            45,911,668
            
            
            43,689,176Dilutive
                effect of stock options and warrants
            
            
            -
            
            
            -Weighted-average
                common shares outstanding - diluted
            
            
            45,911,668
            
            
            43,689,176Net
                loss per share - basic and diluted
            
            $
            (0.16
            )
            $
            (0.44
            )




11




The
      effect of options and warrants (20,708,549) on the computation of diluted net
      loss per share is excluded for the three and nine month periods ended September
      30, 2007 because their effect is anti-dilutive.





Note
      4  Acquisitions
      and Investments





*King
      of the Cage*





On
      September 11, 2007, the Company acquired the outstanding capital stock of King
      of the Cage, Inc. (“KOTC”), a promoter of mixed martial arts fighting (“MMA”)
      events primarily in the United States. The acquisition increased the Company’s
      event activity and video library content. The total purchase price, not
      including contingent consideration, was $5.0 million consisting of: $3,250,000
      cash paid at closing, $500,000 cash to be paid in November 2007, $1,249,997
      in
      restricted common shares to be issued in January 2008, plus nominal direct,
      capitalizable transaction costs. Under the stock purchase agreement, the
      calculation of the number of common shares to be issued is based upon the quoted
      market price of the Company’s common stock subject to a maximum per share price
      of $7.00 and a minimum price of $2.00. The Company has recorded the maximum
      numbers shares issuable based on the $7.00 per share price, or 178,571 shares.
      Additionally, the Company entered into a five year employment contract with
      one
      of the selling shareholders. (See Note 8.)





The
      stock
      purchase agreement also calls for contingent consideration to be paid annually
      if certain operating results are achieved by KOTC over five years. Contingent
      consideration performance thresholds and payment amounts are as follows:





Performance
                Thresholds
            
            Annual
                Contingent Consideration PayableYears
                Ending September 11,
            
            Number
                of Live Events Produced per Year
            
            Annual
                EBITDA
              (as
                defined in Stock Purchase Agreement)
            
            Cash
            
            Common
                Stock2008
                to 2012
            
            
            15
            
            
            n/a
            
            $
            500,000
            
            
            -2008
                to 2012
            
            
            22
            
            
            n/a
            
            
            75,000
            
            $
            75,0002008
                to 2012
            
            
            22
            
            
            Increasing
                from $700,000 to $1,500,000
            
            
            175,000
            
            
            175,000




The
        maximum additional contingent consideration is $3.75 million in cash and
        $1.25
        million in common stock.


12




As
      security for the contingent consideration, the Company granted the former KOTC
      shareholders a first priority security interest in the shares of
      KOTC.





The
      purchase price was allocated approximately $41,000 to tangible assets, $635,000
      to amortizable intangible assets, $100,000 to non-amortizable intangible assets,
      $40,000 to acquired liabilities and $4.3 million to goodwill.





The
      Company’s results of operations include those of KOTC since the date of
      acquisition. For the period from the date of acquisition to September 30, 2007,
      KOTC recognized revenue of approximately $100,000 and a net loss of
      approximately $68,000.





*Cage
      Rage*





On
      September 12, 2007, the Company acquired the outstanding capital stock of two
      related entities: Mixed Martial Arts Promotions Limited, an English company
      (“MMAP”), and Mixed Martial Arts Productions Limited, an English company
      (“MMAD”) (collectively “Cage Rage”), United Kingdom companies promoting MMA
      events. The acquisition gives the Company an event promotion business in the
      UK
      and increased the Company’s video library content. The transaction was treated
      as a business combination. The total purchase price was $8.6 million consisting
      of: $4,000,000 cash paid at closing, 500,000 shares of restricted common stock
      issuable in October 2007, $1,000,000 cash to be paid in September 2008 plus
      $100,398 of direct transaction costs. The Company valued the common stock to
      be
      issued at $3.5 million, or $7.00 per share. The $4 million cash paid at closing
      included repayment of $2.8 million of debt on Cage Rage’s books at the date of
      closing. Additionally, the Company expects to establish an incentive arrangement
      whereby shares of common stock would be issued to employees based upon achieving
      certain performance goals.





The
      purchase price was allocated approximately $0.9 million to cash and accounts
      receivable, $61,000 to tangible assets, $150,000 to amortizable intangible
      assets, $50,000 to non-amortizable intangible assets, $0.5 million in accounts
      payable and $7.9 million to goodwill.





The
      Company’s results of operations include those of Cage Rage since the date of
      acquisition. For the period from the date of acquisition to September 30, 2007,
      Cage Rage recognized revenue of $241,259 and a net loss of
      $339,717.





*Detail
      of Acquisitions*





The
      following table details the fair value of assets and liabilities acquired at
      the
      date of acquisition:





KOTC
            
            Cage
                RageCurrent
                assets, exclusive of cash
            
            $
            -
            
            $
            904,000Fixed
                assets
            
            
            41,000
            
            
            61,000Intangible
                assets
            
            
            735,000
            
            
            200,000Goodwill
            
            
            4,308,000
            
            
            7,889,000Current
                liabilities
            
            
            (84,000
            )
            
            (454,000
            )Consideration
            
            $
            5,000,000
            
            $
            8,600,000





*Purchase
      Price Allocations are Estimates*





The
      purchase price allocations for the acquisitions are preliminary and subject
      to
      revision as more detailed analyses are completed and additional information
      on
      the fair value of the acquired assets and liabilities becomes available. Any
      change in the fair value of the net assets of the acquired companies will change
      the amount of the purchase price allocable to goodwill and/or other tangible
      and
      intangible assets.




13





The
      allocations above were based on the discounted expected cash flow or replacement
      cost, whichever is more readily evident, of assets and the carrying value of
      liabilities. The Company intends to engage a valuation specialist to ascertain
      the value of the assets acquired in accordance with the applicable provisions
      of
      Statement of Financial Accounting Standards No. 141, “Business
      Combinations.”





Additionally,
      the maintenance of goodwill on the Company’s balance sheet requires management
      to achieve improvements in and expansion of the acquired entities’ operations.
      Should operations not improve to desired levels, the Company may be required
      to
      record a charge to operations for impairment of goodwill.





*Proforma
      Disclosures*





Proforma
      disclosures for the results of operations of the acquired companies will be
      provided in a current report on Form 8-K, which is expected to be filed before
      November 30, 2007.





*SpiritMC*





On
      September 18, 2007, the Company funded an investment in Entlian Corporation
      (“SpiritMC”), a Korean company promoting MMA events in Korea. The investment
      gives the Company access to event promotion in Korea and to fighters and venues
      under contract with SpiritMC. The cost of the investment was $2 million
      consisting of $1 million cash and $1 million in restricted common shares
      (100,000 common shares valued at $10.00 per share). The $10.00 per share
      valuation resulted from the Company’s guaranteed of a minimum per share value of
      $10.00 to Entlian. If the Company’s quoted market price is below $10 per share
      on the date the lock up period expires in March 2009, the Company is required
      to
      issue up to 100,000 additional common shares.





The
      Company acquired approximately 54% of SpiritMC’s common stock. This ownership
      percentage will dilute down to approximately 32% when SpiritMC’s existing debt
      facility with a third party converts to common stock at any time but no later
      than January 2010. The Company will have a third of the seats on SpiritMC’s
      Board of Directors, and therefore will not exercise control over SpiritMC.
      As
      such, the Company accounts for the investment in SpiritMC using the equity
      method. In the three and nine months ended September 30, 2007, the Company
      recorded a charge of approximately $45,000, representing the Company’s share of
      SpiritMC’s loss for the period since the date of investment.





The
      following is condensed financial information of SpiritMC:





September
                30,
              2007Cash
                and cash equivalents
            
            $
            937,914Other
                current assets
            
            $
            60,989Other
                assets
            
            $
            148,261Current
                liabilities
            
            $
            152,545Non-current
                liabilities
            
            $
            1,144,114Stockholders’
                deficit
            
            $
            (149,495
            )




Nine
                Months
              Ended
              September
                30,
              2007Revenue
            
            $
            486,210Gross
                loss
            
            $
            (158,330
            )Operating
                loss
            
            $
            (631,008
            )Net
                loss
            
            $
            (681,436
            )





14




Note
      5  Income
      Taxes





As
      a
      result of the Company’s losses, no income taxes were due for the three and nine
      months ended September 30, 2007. The provision for income taxes was offset
      by an
      increase in the deferred tax asset valuation allowance.





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 nine months ended September 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
      6  Fixed
      Assets, Net





Fixed
      assets, net consisted of the following:





September 30,
              2007
            
            December 31,
              2006Computer,
                office and video production equipment
            
            $
            514,114
            
            $
            94,380Furniture
                and fixtures
            
            
            337,629
            
            
            -Live
                event set costs
            
            
            56,000
            
            
            70,962Leasehold
                improvements
            
            
            231,335
            
            
            -Computer
                software
            
            
            63,482
            
            
            -Internet
                domain names
            
            
            24,933
            
            
            -Website
                development costs
            
            
            349,976
            
            
            -1,577,469
            
            
            165,342Accumulated
                depreciation and amortization
            
            
            (246,538
            )
            
            (7,609
            )$
            1,330,931
            
            $
            157,733





Note
      7  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
      September 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.




15





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. The registration statement was declared
      effective within the specified timeframe on September 5, 2007. Therefore, the
      Company reclassified the remaining $200,000 liability to paid-in
      capital.





*Bridge
      Loans*





In
      August
      2006, the Company entered into a bridge loan transaction with an affiliate
      of
      the placement agent for $350,000 and shareholders of a subsidiary of Real Sport
      for $250,000. As payment for interest, the loan holders received $75,000, which
      was paid from the proceeds of the October private placement. The loan principal
      was also repaid in October 2006 from the proceeds of the private placement.
      The
      Company also issued to the lenders warrants with a three-year term to purchase
      600,000 common shares at $0.60 per share. The value of these warrants of
      approximately $0.60 per warrant, or approximately $360,000, was charged to
      interest expense during the period ended September 30, 2006.





Note
      8  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





In
      September 2007, the Company assumed a contract with a live events venue in
      connection with the Company’s recent acquisitions. As of September 30, 2007, the
      contract calls for the subsidiary to promote one future event and pay a venue
      rental fee of approximately $104,000. The rental fee is payable at the time
      an
      event occurs. Currently, the Company expects to promote this event and incur
      the
      venue rental fee during 2007.





In
      September 2007, the Company entered into an employment contract in connection
      with a recent acquisition. Under the contract, the Company pays the employee
      a
      salary of $150,000 per year through September 2012 and a bonus equal to 20%
      of
      the subsidiary’s earnings before interest, taxes, depreciation and, amortization
      (“EBITA”) in excess of specified amounts, escalating from $850,000 to $1.6
      million for each of the twelve-month periods ending September 30, 2008 through
      2012.





16





Note
      9  Litigation
      and Potential Claims





On
      December 14, 2006, the Company received a demand letter (the “Demand Letter”)
      from counsel for Wallid Ismail Promocoes E Eventos LTDA EPP and Wallid Ismail
      (collectively “Wallid”). The Demand Letter alleges that the Company entered into
      a “fully enforceable agreement” to compensate Wallid for allegedly assisting the
      Company in raising financing, and that the Company or its 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. Wallid did
      not specify the damages he claims to have sustained as a result of these
      acts.





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, LASC Case No. BC 364204 (the “California Lawsuit”). In the California
      Lawsuit, the Company seeks a judicial declaration that the allegations in the
      Demand Letter are false. In addition, the California 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* .
      Wallid
      answered the complaint on March 22, 2007, and then transferred the case to
      federal court. The case will be litigated in federal court, discovery is
      underway and the case is set for trial on September 16, 2008.





On
      January 10, 2007, Wallid filed suit against the Company, among others, in
      federal court in New Jersey (the “New Jersey Lawsuit”). He amended his complain
      on February 1, 2007. On April 18, 2007, the Company filed a motion to dismiss
      or
      stay the New Jersey Lawsuit because the California Lawsuit was filed first,
      or
      in the alternative to transfer the case to the federal court in California
      where
      the California Lawsuit is pending. On June 26, 2007, the court granted the
      Company’s motion and ordered the New Jersey Lawsuit transferred to the federal
      court in California.





On
      November 5, 2007, the federal court in the California lawsuit approved a
      stipulation by Wallid and the Company granting Wallid leave to file a
      Counterclaim and Third Party Complaint in the California Lawsuit, and providing
      for dismissal of the New Jersey Lawsuit without prejudice upon completion of
      the
      transfer of that action to California. The Counterclaim and Third Party
      Complaint asserts substantially the same claims Wallid asserted in the New
      Jersey Lawsuit. Wallid seeks: a 23.25% to 26.67% equity interest in the Company;
      damages for his losses in an amount to be determined at trial, but no less
      than
      $75,000; punitive damages of no less than $10,000,000; an imposition of a
      receiver to oversee the assets of the Company; an accounting on all income
      earned by the Company; and attorneys’ fees and costs of suit. 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 of $150,000 has been accrued at September 30, 2007.





On
      March
      22, 2007, Zuffa, LLC filed a complaint against Showtime Networks, the Company
      and Cage Rage 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.





17





Note
      10  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.





*Private
      Placement of Common Stock and Warrants*





In
      the
      third quarter of 2007, the Company finalized a private placement of common
      stock
      and warrants. Investors in the private placement purchased 3,571,429 units
      for
      $25,000,000. Each unit was priced at $7.00 and consisted of one share of common
      stock and one-half warrant to purchase one share of common stock at $7.00 per
      share. The warrants have a term of five years and a cashless exercise feature.
      The warrants were determined to have a value of $4.9 million, or $2.74 per
      warrant, using a Black-Scholes pricing model. The Company and selling security
      holders paid the placement agent a fee of 10% of gross proceeds, or $2,500,000.
      Additionally, the Company issued to the underwriter five-year, cashless-exercise
      warrants to purchase 3,571,428 shares of common stock at $7.00 per share. The
      value of the warrants given to the placement agent were $2.74 per warrant,
      or
      $9.8 million. The value of all warrants issued was charged to
      equity.





As
      part
      of the private placement, the Company provided investors and the underwriter
      with anti-dilution coverage through September 5, 2009. The anti-dilution
      coverage provides for the issuance of additional shares of common stock and
      adjustments to the exercise price of the warrants if the Company issues
      additional securities that exceed an aggregate of 200,000 shares of common
      stock
      at a price or exercise price per share less than $7.00 (subject to a floor
      of
      $2.00 per share and subject to adjustments for splits, recapitalizations and
      reorganizations).





Under
      the
      agreement with the placement agent, the Company granted the placement agent
      the
      right to nominate two members to the Board of Directors (including the placement
      agent’s existing nominee) and signage rights at three of the Company’s events
      per year for two years. The Company indemnified the placement agent for certain
      claims that may arise in connection with the private placement, agreed to pay
      up
      to $50,000 in costs for tombstone ads, and agreed to pay the placement agents
      legal costs, subject to a minimum of $25,000.




18





Holders
      of the Company’s common stock, options and warrants were allowed to sell 10% of
      the shares in the placement for $2,500,000. The placement was comprised of
      3,214,286 shares of common stock from the Company, 357,143 shares of common
      stock from selling security holders and 1,785,715 investor warrants from the
      Company. The Company received net proceeds from the investors of $20.2 million
      which was allocated $4.4 million to warrants and the residual of $15.8 million
      to common shares, or $5.48 per share. The Company also received $100,214 from
      the selling security holders who exercised warrants and stock options in order
      to participate in the offering.





The
      Company registered the resale of the shares of common stock sold in the above
      offering along with warrants issued to investors and underwriters of the
      Company’s private placement in October 2006 with the Securities and Exchange
      Commission in a registration statement declared effective on September 5,
      2007.





*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 nine months ended September 30, 2007, the
      Company incurred approximately $266,000 and $656,000, respectively, of expense
      related to stock based compensation under this plan and approximately $505,000
      and $3,352,000 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
              September 30,
              2007
            
            Nine
                months
              Ended
              September 30,
              2007Black-Scholes
                Model:Risk-free
                interest rate
            
            
            4.07%
                - 4.70
            %
            
            4.07
                - 4.70
            %Expected
                life, in years
            
            
            6.0
            
            
            5.8
                - 6.5Expected
                volatility
            
            
            60.0
            %
            
            60.0
            %Dividend
                yield
            
            
            0.0
            %
            
            0.0
            %





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.





19





The
      following table represents stock option activity for the nine months ended
      September 30, 2007:





Plan
              Options
            
            Weighted
              Average
              Exercise
              PriceOutstanding
                at December 31, 2006
            
            
            1,570,000
            
            $
            2.00Granted
            
            
            3,645,000
            
            $
            2.92Forfeited
            
            
            (344,271
            )
            $
            2.00Exercised
            
            
            (75,127
            )
            $
            2.01Outstanding
                at September 30, 2007
            
            
            4,795,602
            
            $
            2.70Exercisable
                at September 30, 2007
            
            
            1,016,165
            
            $
            2.06





At
      September 30, 2007 the aggregate intrinsic value of options outstanding and
      the
      aggregate intrinsic value of options exercisable was approximately $20.6 million
      and $5.0 million, respectively.





At
      September 30, 2007 there was approximately $3.7 million 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 charged to expense
      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.





During
      the quarter ended September 30, 2007, the Company granted 540,000 options to
      employees in individual grants ranging from 10,000 to 200,000 options, with
      exercise prices ranging from $6.00 to $7.00, vesting over four years and terms
      of 10 years. The aggregate fair value of these options at the dates of grant
      was
      approximately $2.1 million and is being amortized on a straight-line basis
      over
      the vesting period.





During
      the quarter ended September 30, 2007, option holders, including those who
      participated in the private placement described above, exercised 75,127 options
      and paid the Company exercise proceeds of approximately $151,000.





20




*Warrants*





The
      following table represents warrant activity for the nine months ended September
      30, 2007:





Warrants
            
            Weighted
              Average
              Exercise
                PriceOutstanding
                at December 31, 2006
            
            
            10,453,333
            
            $
            1.92Granted
            
            
            27,122,810
            
            
            3.64Expired
            
            
            (5,000
            )
            
            3.00Exercised
            
            
            (253,745
            )
            
            2.00Outstanding
                at September 30, 2007
            
            
            37,317,398
            
            $
            3.17Exercisable
                at September 30, 2007
            
            
            19,692,384
            
            $
            3.43





At
      September 30, 2007 the aggregate intrinsic value of warrants outstanding and
      the
      aggregate intrinsic value of warrants exercisable was approximately $142.9
      million and $70.3 million, respectively.





At
      September 30, 2007 there was approximately $26.0 million of unrecognized cost
      related to non-vested warrants (including approximately $23.5 million of
      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 with
      exercise prices ranging from $2.00 to $3.25 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 157,000 warrants with
      exercise prices ranging from $2.00 to $6.00 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 expected service periods, which range from
      3
      to 3.5 years.





On
      June
      20, 2007, an unrelated party in the Company’s October 2006 private placement
      exercised, on a cashless basis, 250,000 warrants and received 208,333 shares
      of
      restricted common stock. These shares were registered for resale in September
      2007.




During
      the quarter ended September 30, 2007, other warrant holders, who participated
      in
      the private placement described above, exercised 3,745 warrants and paid the
      Company exercise proceeds of approximately $7,000.





During
      the quarter ended September 30, 2007, the Company issued 52,000 warrants with
      exercise prices ranging from $6.00 to $7.00 to consultants for services. The
      value of the warrants issued to consultants was calculated as approximately
      $125,000 using a Black-Scholes option pricing model with the following
      assumptions: expected term from 2.5 years, expected volatility of 60%, risk-free
      interest rate of 4.3% and dividend yield of 0%. The value of these warrants
      was
      fully expensed during the quarter ended September 30, 2007 based on the expected
      service period.




21





During
      the quarter ended September 2007, the Company issued a total of 5,357,143
      warrants to investors and its placement agent in connection with a private
      placement. See *Private
      Placement of Common Stock and Warrants* aforementioned in this footnote.





*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.





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.




22





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 was 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 will 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
      September 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
      11  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 nine months ended September 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
      months ended September 30, 2007, the Company recorded a reduction to revenue
      of
      approximately $171,000 to adjust the estimated pay per view revenue recorded
      in
      the quarter ended June 30, 2007. During the three and nine months ended
      September 30, 2007, the Company incurred approximately $0.7 million and $2.6
      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 September 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 September 30, 2007, the Company owed
      approximately $1.8 million to Showtime and had a receivable of approximately
      $240,000 from Showtime.





The
      Company entered into a three-year term consulting agreement and pays a monthly
      fee of $30,000 to Santa Monica Capital Partners II (“SMCP”) for services
      relating to strategic planning, investor relations, acquisitions, corporate
      governance and financing. The Company paid $270,000 to SMCP for this monthly
      fee
      through the nine months ended September 30, 2007. Additionally, the Company
      incurred costs of $158,000 for free services to SMCP.




23





Note
      12          Subsequent
      Events





In
      September 2007, the Company initiated an asset purchase transaction with Future
      Fight Productions, Inc. (“FFP”), an MMA event promoter. Under the proposed
      transaction, the Company will purchase FFP’s tangible and intangible MMA event
      related assets in exchange for consideration of $350,000 cash and 200,000 shares
      of restricted common stock. The proposed transaction calls for half of the
      restricted shares to be issued upon closing and half to be issued over the
      three
      years following the closing. The proposed transaction contains conditions
      precedent to closing including completion of financial and legal due diligence
      procedures satisfactory to the Company and provision of audited financial
      statements of FFP. The conditions precedent to closing have not yet been
      satisfied. As of September 30, 2007, the Company had advanced FFP approximately
      $70,000, which is included in other assets.




24




**Item 2.
      Management’s Discussion and Analysis of Operations.**





***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.*





*Overview*





*You
      should read the information in this Item 2 together with our condensed financial
      statements and notes thereto that appear elsewhere in this Report.*





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.





ProElite,
      Inc., a New Jersey corporation (the “Company”) is a holding company for 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., a California corporation, we issued
      25,000,000 shares of our common stock in exchange for all of the issued and
      outstanding shares of Real Sport. 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. 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.




25





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 web 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) 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 or used
      to
      market our fighters and future events.





Through
      September 30, 2007, the Company has promoted seven events, including two events
      featured on pay-per-view. EliteXC and our affiliates plan to run at least one
      event per month for the rest of 2007 and 2008.





ProElite.com
      has grown to over 50,000 registered members since its launch on February 1,
      2007. ProElite.com streams the Company’s live events 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).





Private
      Placement of Securities in July 2007





Effective
      July 12, 2007, the Company entered into a Securities Purchase Agreement,
      dated June 29, 2007, with four institutional investors, whereby
      the Company issued and sold in a private placement 3,214,285 units for an
      aggregate purchase price of approximately $22,500,000. Each unit consisted
      of
      one share of the Company’s common stock and one-half of a five-year warrant to
      purchase one share of the Company’s common stock for $7.00 per share. An
      additional 357,143 units were also purchased by the investors under the
      securities purchase agreement, consisting of 357,143 shares to be sold by
      certain shareholders of the Company and warrants to purchase an additional
      178,571 shares of common stock to be issued by the Company. The Company's
      agreement to issue the additional warrants was in consideration of the selling
      shareholders' entering into a lock-up agreement, which terms are described
      below. The selling shareholders included directors, executive officers,
      shareholders holding at least 5% of the outstanding shares of common stock
      of
      the Company, and their affiliates. The Company also entered into a Registration
      Rights Agreement with the investors.




*Securities
      Purchase Agreement*




The
      Securities Purchase Agreement contains a number of covenants by the Company
      that
      are outlined below in this paragraph. The Company will not file any registration
      statements on Form S-8, or other registration statements covering securities
      issued or that may be issued to its employees, directors, consultants or others
      for services, for a two-year period following July 31, 2007, subject to certain
      exceptions. The Company also provided the investors with anti-dilution coverage
      for a period ending on the second anniversary of the effective date of the
      Registration Statement, which was declared effective on September 5, 2007.
      Subject to certain exclusions, the anti-dilution coverage provides for the
      issuance of additional shares of common stock and adjustments to the exercise
      price of the warrants issued to the investors of the July 2007 private placement
      if the Company issues additional securities, including convertible securities,
      options or other rights to acquire securities, that exceed an aggregate of
      200,000 shares of common stock at a price or exercise price per share of common
      stock less than $7.00 (subject to a floor of $2.00 per share and adjustment
      for
      splits, recapitalizations, reorganizations).




26





*Investor
      Warrants*




The
      warrants issued to the investors in the private placement are exercisable at
      any
      time and expire June 29, 2012. The exercise price of these investor warrants
      is
      $7.00 per share, subject to adjustments for stock splits, combinations, stock
      dividends or distributions, reclassification, conversion, capital
      reorganization, merger or consolidation. The investor warrants contain a
      provision providing for full anti-dilution coverage on the same terms as
      provided in the Securities Purchase Agreement for a period ending on September
      5, 2009. A holder may also exercise its warrants at any time by means of a
      cashless exercise in which the holder shall be entitled to receive shares of
      common stock for the number of shares underlying the warrants equal to the
      appreciation in the warrants above the exercise price at the time of the
      exercise. The amount of the appreciation will be determined against a referenced
      per share price that in no event may exceed $15. The warrants do not confer
      upon
      holders any voting or other rights as stockholders of the
      Company.





*Registration
      Rights Agreement*




Pursuant
      to the Registration Rights Agreement, the Company has agreed to file with the
      Registration Statement with the Securities and Exchange Commission, on or before
      August 27, 2007. The Registration Statement, which was declared effective on
      September 5, 2007, covered the resale of: (i) all of the securities underlying
      the units sold in or in connection with the July 2007 private placement, and
      (ii) any securities not already registered that were issued in connection with
      the Company’s private placement on October 3, 2006. The Company may also be
      required, under certain circumstances, to pay the investors and Hunter World
      Markets, Inc., the placement agent in the private placement offering, specified
      liquidated damages if it is unable to maintain the effectiveness of the
      Registration Statement.




*Placement
      Agent Agreement*




Pursuant
      to a placement agent agreement dated June 25, 2007, Hunter World Markets, Inc.,
      an NASD member firm, acted as the exclusive placement agent in the private
      placement on July 12, 2007, and received: (i) a fee of $2,500,000 (ii) warrants
      to purchase 3,571,428 shares of common stock, which expires on July 31, 2012,
      and (iii) subject to certain terms and conditions, the right to prominent
      signage at three of the Company’s scheduled events per year for a two year
      period commencing with the first full month following July 31, 2007, subject
      to
      certain exceptions. The placement agent warrants have the same exercise price,
      cashless exercise feature and full anti-dilution coverage as the warrants issued
      to investors. The placement agent warrants do not confer upon its holder or
      holders any voting or other rights as stockholder of the Company. The Company
      conferred upon Hunter the right to nominate up to two members of the Company’s
      Board of Directors, including Hunter’s existing designee, and for a period
      ending on September 5, 2009, the right of first refusal for any equity,
      convertible debt or debt financing entered into by the Company, other than
      certain financings with strategic investors.  The Company has undertaken to
      indemnify Hunter for certain claims and liabilities that may arise in connection
      with the offer and sale of the units. The Company has also agreed to pay for
      one
      or more tombstone ads not to exceed $50,000 and to reimburse Hunter for fees
      of
      its counsel subject to a minimum of $25,000. The Company has further covenanted
      with Hunter to use best efforts as soon as practicable following July 31,
      2007, subject to certain exceptions to apply for listing of the Company’s shares
      for trading on, and diligently attempt to be listed on, the Nasdaq Stock Market
      or the American Stock Exchange.





*Lock-Up
      Agreements*





As
      a
      condition to closing under the placement agent agreement, the Company’s
      officers, directors and principal shareholders, including without limitation,
      Santa Monica Capital Partners II, LLC and its principals, Showtime Networks,
      Inc., Lifelogger, LLC, and other persons who may be identified by Hunter,
      entered into agreements whereby each agreed not to sell any shares owned
      directly or indirectly by any of them for a period of 18 months from September
      5, 2007.




27





Amendment
      to Warrant and Related Agreements with JMBP, Inc. and Mark
      Burnett





Effective
      July 16, 2007, the Company entered into an Amendment to Warrant and Related
      Agreements, dated June 28, 2007, with JMBP, Inc. and Mark Burnett, pursuant
      to
      which:





(i)
            The
                agreement between the parties related to a reality TV show and the
                warrant
                issued pursuant to such agreement, both dated June 15, 2007, now
                provides
                that 1,000,000 shares of Common Stock included in the warrant will
                not be
                subject to forfeiture under any circumstances (irrespective of whether
                or
                not a license agreement with a broadcaster is entered
                into);




(ii)
            Mr.
                Burnett will not sell any shares of Common Stock or shares of Common
                Stock
                underlying the warrants for a period of 18 months from the effective
                date
                of the Registration Statement, under the Investor Rights Agreement,
                dated
                June 15, 2007; and





(iii)
            The
                provision regarding the termination of the Investor Rights Agreement
                if a
                license agreement with a broadcaster is not entered into within one
                year
                after the effective date of the Investor Rights Agreement was
                removed.




Waiver
      of Liquidation Fees and Amendment to the Registration Rights Agreement from
      the
      October 2006 private placement offering





Effective
      July 10, 2007, the Company entered into a Waiver and Amendment to Registration
      Rights Agreement, dated as of June 27, 2007 with Hunter and the subscribers
      to
      the Company’s private placement offering on October 3, 2006, pursuant to which
      the subscribers and Hunter agreed to waive all and any liquidated damage
      payments owed by the Company, in accordance with the Registration Rights
      Agreement, dated October 3, 2006, by and among the Company, Hunter and the
      subscribers. The Company agreed to file a registration statement covering the
      resale of the remaining shares of its common stock underlying the warrants
      previously issued to Hunter and the subscribers in connection with its private
      placement in October 2006 on Form S-1 or such other form as may be appropriate
      within 45 days of the sale of its securities on July 12, 2007. Such registration
      statement was declared effective on September 5, 2007.





Entlian
      Corporation





Effective
      August 24, 2007, the Company entered into an investment agreement with Entlian
      Corporation, a Korean corporation, and CJ Media Inc., a Korean corporation.
      Under the Investment Agreement, on September 18, 2007 the Company purchased
      a
      32% interest in Entlian (assuming the conversion of certain debt owed by Entlian
      to CJ Media into shares of capital stock of Entlian), for an aggregate purchase
      price of US$1,000,000 and 100,000 restricted shares of the Company’s common
      stock. These shares are subject to a lock-up for a period ending 18 months
      after
      September 5, 2007.





King
      of the Cage





Pursuant
      to a purchase agreement dated September 11, 2007 among King of the Cage,
      Inc. (“KOTC”), Terry Trebilcock and Juliemae Trebilcock, the shareholders of
      KOTC, and the Company, on September 11, 2007 the Sellers sold to the Company
      all
      of the shares of capital of KOTC. The consideration for such shares is the
      payment to the shareholders of KOTC of $3,250,000 cash at closing; 178,571
      restricted shares of the Company’s common stock to be delivered on January 2,
      2008 to the KOTC shareholders and/or their designees; and $500,000 in cash
      to be
      paid sixty days from closing subject to any offset for any indemnity claims
      by
      the Company. Additionally, the Company has agreed to make contingent payments
      over a five-year period of up to an additional $5,000,000 (payable in part
      in
      cash and in part in shares of the Company’s common stock, as provided in the
      purchase agreement) in accordance with a schedule based on the number of events
      produced under the supervision of Terry Trebilcock under the KOTC name and
      earnings before interest, taxes, depreciation and amortization for KOTC’s
      operations during such period. As security for these contingent payments, the
      Company agreed to grant to the shareholders of KOTC a first priority security
      interest in the KOTC shares. The Company also agreed to enter into a five-year
      employment agreement with Trebilcock pursuant to which Mr. Trebilcock will
      serve
      as President of the KOTC brand of EliteXC and to supervise the production of
      live mixed martial events under the KOTC brand and such other duties as may
      be
      assigned to him by the Company. In addition to a salary of $150,000, Trebilcock
      is to receive a share of KOTC’s EBITDA over specified levels.




28





Belgravia
      Entertainment International Limited





Pursuant
      to a purchase agreement dated September 12, 2007 among Belgravia
      Entertainment International Limited, John Faraday and the Company, on September
      12, 2007 Belgravia sold to the Company all of the share capital of Mixed Martial
      Arts Promotions Limited, an English company, and the Mixed Martial Arts
      Productions Limited, an English company. The consideration for the shares of
      capital stock of the two companies is the payment to Belgravia of $1,219,000,
      the issuance of 500,000 restricted shares of the Company’s common stock and the
      payment of an additional $1,000,000 within three business days of the first
      anniversary of the closing of the transactions, as contemplated in the purchase
      agreement (subject to any offset for breach of warranty). Additionally, the
      Company repaid at closing (a) a loan by Integrated Technologies and Systems
      Limited in the amount of $2,600,000 and (b) a loan by Andrew Gear of
      $181,000, each made to Mixed Martial Arts Promotions Limited.





Future
      Fight Productions





Pursuant
      to an Asset Purchase Agreement effective September 21, 2007 among Future Fight
      Productions, Inc. (“FFP”), the shareholders of FFP, and the Company, FFP agreed
      to sell to the Company all of the assets of FFP relating to the mixed martial
      arts business. The consideration for these assets will be the payment to FFP
      of
      $350,000 cash at the closing; and 200,000 restricted shares of the Company’s
      common stock.100,000 shares of the Company’s common stock are to be delivered on
      the closing, and the remaining 100,000 of such shares are to be delivered in
      equal installments on each of the first three anniversaries of the closing.
      A
      portion of the Company’s common stock is subject to forfeiture in the event of
      the occurrence of certain events. Additionally, the Company will pay an
      additional $100,000 in cash if FFP’s EBITDA for a certain 12
      month period exceeds a given threshold. Closing of the transaction is subject
      to
      certain conditions precedent which have not yet been met. The purchase agreement
      also contemplates a five-year Consultation Agreement between the Company and
      FFP, including the payment to FFP of a portion of FFP’s EBITDA.





**Results
      of Operations**





The
      Company was formed in 1992 and began operations after a reverse merger in August
      2006. Therefore, the Company has no insignificant financial results, consisting
      of nominal general and administrative expenses and a non-cash interest charge,
      for the period ended September 30, 2006.





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





***Revenue.*** Revenue
      was $1,100,102 for the three months ended September 30, 2007 and was earned
      principally from ticket sales to our Hawaii (September), London (July) and
      Chumash (July) events and our newly-acquired subsidiaries' events subsequent
      to
      the acquisition dates. During the quarter we recorded a reduction of sales
      of
      approximately $171,000 to adjust estimated pay per view revenue recorded in
      the
      quarter ended June 30, 2007 and in accounts receivable at September 30, 2007.
      This reduction was a result of updated estimates received from our distribution
      partners of pay per view sales of our June 22, 2007 Shamrock-Baroni event.





***Cost
      of revenue.*** Cost of
      revenue was $3,390,808 for the three months ended September 30, 2007. The
      largest portion of cost of revenue was $705,195 of expenses related to Showtime
      for television production expenses at live events. Other significant components
      of cost of revenue in the three months ended September 30, 2007 were
      fighters purses of $605,242, production of “Barker shows” (i.e., event-specific
      promotional videos) of $219,824, arena rental and related expenses of $112,633,
      event-specific marketing expense of $120,096, set design expenses of $79,688,
      travel of $110,718, and Internet production and streaming expenses of $100,492.
      Also, our newly acquired subsidiaries incurred event-related costs of
      approximately $625,000 since the date of acquisition.





29




***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 $119,002 in the quarter ended September 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 $1,031,185 for the quarter ended
      September 30, 2007.





***General
      and administrative expenses.*** For
      the
      three months ended September 30, 2007, general and administrative expenses
      amounted to $3,905,073 and consisted primarily of non-cash, stock-based
      compensation expense and amortization of capitalized warrant costs of $910,731;
      salaries, wages and payroll taxes of $702,981; consulting expenses of $495,150;
      professional services of $323,340; and travel expenses of $353,768.





***Loss
      from operations*** .
      Loss
      from operations was $7,345,966 for the three months ended September 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 September 30, 2007 was $7,153,261 or
      $0.16 per share. The net loss during the first quarter was due to the same
      factor noted above in “Loss from operations”.





***For
      the nine months ended September 30, 2007.***





***Revenue.*** Revenue
      was $3,341,940 for the nine months ended September 30, 2007 and was earned
      principally from ticket sales to our Mississippi (February), San Jose (June),
      Chumash (July), London (July) and Hawaii (September) live events, fees from
      FEG
      USA, Inc. for co-production of a June 2006 event and from the pay-per-view
      showing of our June 22, 2006 event on Showtime. During the quarter we recorded
      a
      reduction of sales of approximately $171,000 to adjust estimated pay per view
      revenue recorded in the quarter ended June 30, 2007 and accounts receivable
      at
      September 30, 2007. This reduction was a result of updated estimates received
      from our distribution partners of pay per view sales of our June 22, 2007
      Shamrock-Baroni event.





***Cost
      of revenue.*** Cost of
      revenue was $9,356,265 for the nine months ended September 30, 2007. The
      largest portion of cost of revenue was $2,594,705 of expenses related to
      Showtime for marketing and television production expenses for live events.
      Other
      significant components of cost of revenue in the nine months ended
      September 30, 2007 were fighters purses of $1,831,482, production of
“Barker shows” (i.e., event-specific promotional videos) of $899,230, arena
      rental and related expenses of $472,864, event-specific marketing expense of
      $457,504, set design expenses of $404,058, travel of $293,288 , tickets
      purchased for Company guests of $190,594, Internet production and streaming
      expenses of $212,307, and write off of the net book value of set design costs
      of
      approximately $243,000, which in June 2007 were determined to not be useful
      for
      future events. Additionally, our newly acquired subsidiaries incurred
      approximately $625,000 of event-related costs since the acquisition
      dates.





***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 $246,049 in the nine months ended September 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.




30





***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 $2,351,429 for the nine months ended
      September 30, 2007. The Company capitalized $349,976 of costs associated
      with the ProElite.com and EliteXC.com websites during the first quarter of
      2007.





***General
      and administrative expenses.*** For
      the
      nine months ended September 30, 2007 general and administrative expenses
      were $10,879,726 and consisted primarily of non-cash, stock-based compensation
      expense and amortization of capitalized warrant costs of $4,452,522; salaries,
      wages and payroll taxes of $1,626,893; consulting expenses of $1,061,135;
      professional services of $871,242; and travel expenses of $611,240.





***Loss
      from operations*** .
      Loss
      from operations was $19,491,529 for the nine months ended September 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 nine months ended September 30, 2007 was $19,099,783 or $0.44
      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 $12,210,957 during the nine months ended
      September 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 $9,566,734 during the nine months ended
      September 30, 2007 due primarily to the cash consideration of $3.25 million
      paid for acquisition of King of the Cage, Inc. and $3.9 million paid for Mixed
      Martial Arts Productions, Ltd., $1 million paid to purchase a partial ownership
      interest in Entlian Corp. (SpiritMC) and to the purchase of equipment, furniture
      and leasehold improvements.





Net
      cash
      provided by financing activities was $25,018,514 during the nine months ended
      September 30, 2007 due to the issuance of common stock and warrants for
      $20.2 million in a private placement and to the issuance of common stock a
      warrants to Showtime for $5 million.





In
      September 2007, the Company acquired two companies and made a significant
      investment in a third. Additionally, the Company’s business plan calls for
      expanding the scale of live events and Internet operations. As a result, the
      need for cash has correspondingly increased. Although the Company has
      approximately $10.5 million of cash at September 30, 2007, additional financing
      is needed to continue to grow the operations to their desired levels over the
      next 12 months. We are currently seeking additional financing.





If
      we are
      unable to raise sufficient financing, we will be required to reduce our
      expansion programs and our growth may be limited. To that end, management has
      prepared and is launching a program of cost reductions and other initiatives
      to
      improve operations. If this program is not successful and sufficient additional
      financing cannot be obtained, the Company may have to curtail or reduce
      operations.





There
      can
      be no assurances that we will be able to raise sufficient financings on
      favorable terms and conditions.




31





**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
      September 30, 2007. Based on such evaluation, such officers have concluded
      that, as of September 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; implementing a purchase order and
      approval system and system of managerial approval prior to disbursement of
      funds; implementing reviews of budget and actual results by department managers;
      formally documenting accounting policies and procedures; creating centralized,
      on-site document repositories and maintenance, and we hired personnel in the
      accounting, finance 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 our
      internal controls over financial reporting. However, it is expected that
      implementation of the above described remediation steps will have a significant
      impact on enhancing our internal control over financial reporting during
      2008.




32


**PART
      II. OTHER INFORMATION**





**Item 1.
      Legal Proceedings.**





On
      December 14, 2006, the Company received a demand letter (the “Demand Letter”)
      from counsel for Wallid Ismail Promocoes E Eventos LTDA EPP and Wallid Ismail
      (collectively “Wallid”). The Demand Letter alleges that the Company entered into
      a “fully enforceable agreement” to compensate Wallid for allegedly assisting the
      Company in raising financing, and that the Company or its 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. Wallid did
      not specify the damages he claims to have sustained as a result of these
      acts.





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, LASC Case No. BC 364204 (the “California Lawsuit”). In the California
      Lawsuit, the Company seeks a judicial declaration that the allegations in the
      Demand Letter are false. In addition, the California 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* .
      Wallid
      answered the complaint on March 22, 2007, and then transferred the case to
      federal court. The case will be litigated in federal court, discovery is
      underway and the case is set for trial on September 16, 2008.





On
      January 10, 2007, Wallid filed suit against the Company, among others, in
      federal court in New Jersey (the “New Jersey Lawsuit”). He amended his complain
      on February 1, 2007. On April 18, 2007, the Company filed a motion to dismiss
      or
      stay the New Jersey Lawsuit because the California Lawsuit was filed first,
      or
      in the alternative to transfer the case to the federal court in California
      where
      the California Lawsuit is pending. On June 26, 2007, the court granted the
      Company’s motion and ordered the New Jersey Lawsuit transferred to the federal
      court in California.





On
      November 5, 2007, the federal court in the California lawsuit approved a
      stipulation by Wallid and the Company granting Wallid leave to file a
      Counterclaim and Third Party Complaint in the California Lawsuit, and providing
      for dismissal of the New Jersey Lawsuit without prejudice upon completion of
      the
      transfer of that action to California. The Counterclaim and Third Party
      Complaint asserts substantially the same claims Wallid asserted in the New
      Jersey Lawsuit. Wallid seeks: a 23.25% to 26.67% equity interest in the Company;
      damages for his losses in an amount to be determined at trial, but no less
      than
      $75,000; punitive damages of no less than $10,000,000; an imposition of a
      receiver to oversee the assets of the Company; an accounting on all income
      earned by the Company; and attorneys’ fees and costs of suit. The Company denies
      Wallid’s allegations and intends to assert a vigorous defense.





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 September 30, 2007.




33





On
      March
      22, 2007, Zuffa, LLC filed a complaint against Showtime Networks, the Company
      and a subsidiary 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.





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





None




**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.




34




**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:
                November 19, 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)


35




**EXHIBIT
      INDEX**




Exhibit
                  No.
              
              Exhibit
                  Description2.1
              
              Share
                  Exchange Agreement dated as of October 3, 2006 among the Company,
                  Santa
                  Monica Capital Partners II, LLC, Douglas DeLuca, Gary Shaw, Lifelogger,
                  LLC, Pro Camp Enterprises LLC, Jarred Shaw, Hunter World Markets,
                  Inc.,
                  and David Ficksman. (1)4.1
              
              Amendment
                  to Warrant and Related Agreements by and between JMBP, Inc., Mark
                  Burnett
                  and ProElite, Inc. dated June 28, 2007. (3)4.2
              
              Form
                  of Warrant issued to Mark Burnett on June 15, 2007. (2)4.3
              
              Form
                  of Investor Warrant dated as of June 29, 2007. (3)4.4
              
              Form
                  of Registration Rights Agreement dated as of June 29, 2007 between
                  ProElite, Inc. and the Purchasers named therein and Hunter World
                  Markets,
                  Inc. (3)4.5
              
              Placement
                  Agent Warrant issued to Hunter World Markets, Inc. dated as of
                  June 29,
                  2007. (3)4.6
              
              Form
                  of Lock-Up Agreement. (5)10.1
              
              Form
                  of Securities Purchase Agreement dated as of June 29, 2007, by
                  and among
                  ProElite, Inc. and the Purchasers named therein. (3)10.2
              
              Placement
                  Agent Agreement dated as of June 25, 2007, between ProElite, Inc.
                  and
                  Hunter World Markets, Inc. (3)10.3
              
              Form
                  of Agreement between Company and Selling Shareholder.
                  (5)10.4
              
              Waiver
                  and Amendment to Registration Rights Agreement, dated as of June
                  27, 2007.
                  (4)10.5
              
              Investment
                  Agreement dated August 24, 2007, by and among ProElite, Inc., Entlian
                      Corporation and CJ Media Inc. (7)10.6
              
              Purchase
                  Agreement dated September 11, 2007, by and among ProElite,Inc.,
                  Belgravia
                  Entertainment International Limited and John Faraday.
                  (6)10.7
              
              Stock
                  Purchase Agreement dated as of September 11, 2007, by and among
                  ProElite,
                  Inc., King of the Cage, Inc., and the shareholders of King of the
                  Cage.
                  (6)10.8
              
              Employment
                  Agreement dated as of September 11, 2007, by and between ProElite,
                  Inc and
                  Terry Trebilcock. (6)10.9
              
              Stock
                  Pledge Agreement dated as of September 11, 2007, between ProElite,
                  Inc.,
                  as pledgor and Terry Trebilcock and Juliemae Trebilcock, as pledges.
                  (6)10.10
              
              Asset
                  Purchase Agreement dated as of September 21, 2007, by and among
                  ProElite,
                  Inc., Future Fight Productions, Inc., and the shareholders of Future
                  Fight
                  Productions, Inc.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 2002.32.2
              
              Certification
                  of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley
                  Act of 2002.







(1)
            Previously filed in connection with
              the
              Company’s registration statement on Form SB-2, originally filed on January
              7, 2007 and declared effective on May 14, 2007.  (2)
            Previously
                filed on June 18, 2007 with the current report on Form 8-K.




(3)
            Previously
                filed on July 18, 2007 with the current report on Form 8-K.




(4)
            Previously
                filed on July 16, 2007 with the current report on Form 8-K.




(5)
            Previously
                filed in connection with the Company’s registration statement on Form
                SB-2, originally filed on August 24, 2007 and declared effective
                on
                September 5, 2007.




(6)
            Previously
                filed on September 17, 2007 with the current report on Form 8-K.




(7)
            Previously
                filed on September 21, 2007 with the current report on Form 8-K.




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