Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
CBS CORP
   2. Issuer Name and Ticker or Trading Symbol
PROELITE, INC. [PELE] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
51 WEST 52ND STREET, 		 3. Date of Earliest Transaction (Month/Day/Year)
02/21/2008
(Street)

NEW YORK, NY 10019		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/21/2008   X   1,666,667 A $ 2 6,666,668 I Indirect (1)
Common Stock 02/21/2008   X   333,333 A $ 2 7,000,001 I Indirect (1)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant $ 2 02/21/2008   X     333,333   (2) 01/03/2014 Common Stock 333,333 (3) 2,166,667 I Indirect (1)
Warrant No. 2 $ 2 02/21/2008   X     1,666,667   (2) 01/03/2010 Common Stock 1,666,667 (3) 0 I Indirect (1)
Warrant No. 4 $ 2 02/21/2008   J(4)   2,000,000     (2) 02/21/2013 Common Stock 2,000,000 (4) 2,000,000 I Indirect (1)
Warrant No. 5 $ 2 02/21/2008   J(4)   2,000,000     (5)   (5) Common Stock 2,000,000 (4) 2,000,000 I Indirect (1)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CBS CORP
51 WEST 52ND STREET
NEW YORK, NY 10019		     X    
Showtime Networks Inc.
C/O CBS CORPORATION
51 WEST 52ND STREET
NEW YORK, NY 10019		     X    
CBS Operations Inc.
C/O CBS CORPORATION
51 WEST 52ND STREET
NEW YORK, NY 10019		     X    
NAIRI INC
200 ELM STREET
DEDHAM, MA 02026		     X    
NATIONAL AMUSEMENTS INC /MD/
200 ELM STREET
DEDHAM, MA 02026		     X    
REDSTONE SUMNER M
C/O CBS CORPORATION
51 WEST 52ND STREET
NEW YORK, NY 10019		     X    

Signatures

 By: Angeline C. Straka, SVP and Secretary   02/25/2008
**Signature of Reporting Person Date
 By: Angeline C. Straka, SVP and Secretary   02/25/2008
**Signature of Reporting Person Date
 By: Angeline C. Straka, SVP and Secretary   02/25/2008
**Signature of Reporting Person Date
 By: Sumner M. Redstone, Chairman & President   02/25/2008
**Signature of Reporting Person Date
 By: Sumner M. Redstone, Chairman & CEO   02/25/2008
**Signature of Reporting Person Date
 /s/ Redstone, Sumner M.   02/25/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The Common Stock and the Warrants are held by Showtime Networks Inc. (SNI), a wholly-owned subsidiary of CBS Operations Inc., which in turn is a wholly-owned subsidiary of CBS Corporation, and may also be deemed to be beneficially owned by (a) NAIRI, Inc. (NAIRI), which owns approximately 79% of CBS Corporation's voting stock, (b) NAIRI's parent corporation, National Amusements, Inc. ("NAI"), and (c) Sumner M. Redstone, who is the controlling stockholder of NAI.
(2) Current
(3) This Warrant was received as consideration for entering into a certain agreement between the Issuer and SNI dated November 8, 2006.
(4) This Warrant was received as consideration for entering into a certain agreement dated February 21, 2008 between the Issuer and CBS Entertainment.
(5) This Warrant vests in four equal tranches upon the exhibition of certain programming. Each tranche of this Warrant shall expire 60 months from the vesting date of such tranche.

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