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SEC FILE NUMBER
000-31573
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CUSIP NUMBER
Not applicable
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): |_| Form 10-K |_| Form 20-F |_| Form 11-K |X| Form 10-Q
|_| Form N-SAR |_| Form N-CSR
For Period Ended: June 30, 2008
|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended: ___________________
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:__________________________________
PART I - REGISTRANT INFORMATION
ProElite, Inc.
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Full Name of Registrant
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Former Name if Applicable
12121 Wilshire Boulevard, Suite1001
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Address of Principal Executive Office (Street and Number)
Los Angeles, California 90025
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
|X| (a) The reason described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
|X| (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or N-CSR, or
portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
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(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail why Form 10-K, 20-F, 11-K, 10-Q, N-SAR, or the
transition report or portion thereof, and restatement of the audited financial
statements could not be filed within the prescribed time period.
The Company is spending significant time and resources seeking required
financing, including significant efforts by the financial and accounting staff,
and as a result is unable to complete the consolidated financial reporting
needed to file our Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 2008 with the Securities and Exchange Commission by the deadline
without unreasonable effort and expense. Such efforts include analysis of
impairment of goodwill and acquired intangible assets, as described further
below.
Therefore, the Company requests additional time to file its Quarterly Report on
Form 10-Q for the fiscal quarter ended June 30, 2008. The Company expects to
file its Quarterly Report by August 19, 2008.
PART IV-- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Dale Bolen 310 526-8700
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). |X| Yes |_| No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|X| Yes |_| No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
The Company anticipates significant changes in results of operations from the
corresponding period of the last fiscal year will be reflected in the operations
statement. These changes relate to impairment charges related to goodwill and
acquired intangible assets and potential write off of approximately $1.7 million
prepaid distribution costs related to the Company's CBS contract. The Company
expects to record an impairment charge of at least $5 million related goodwill
and acquired intangible assets, principally related our Cage Rage subsidiary.
The Company is currently analyzing additional goodwill and intangible assets of
approximately $7.5 million related to other acquisitions, but management has not
yet determined if any impairment has occurred. Additionally, if the Company is
unable to obtain material financing in the immediate future, the Company may be
required to recognize additional impairment of goodwill and acquired intangible
assets of approximately $2.5 million related to all the acquisitions. Under
applicable accounting rules, the impairment is in part dependent upon the
ability of the Company to execute its business plan, and lack of financing may
cause the Company to reduce resources available to certain of its businesses.
The Company is actively negotiating to consummate a financing of approximately
$3.5 million in secured debt (with a funded amount of $3.0 million after an
original issue discount of $0.5 million) and believes a successful closing is
reasonably likely, but there is no assurance that it will be successful in doing
so at all or on a timely basis. Any such failure to obtain financing in the
immediate future would also have a material adverse effect on the Company's
liquidity and capital resources and ability to continue as a going concern.
Even if the Company successfully closes on such financing, it expects to report
in its Quarterly Report on Form 10-Q that its capital resources are sufficient
only until the end of the year, and only if the Company makes significant
reductions in operations and expenditures. The Company is also actively seeking
additional financing beyond the $3.0 million to enable the Company to execute
its operating plans without significant reductions in operations, but there is
no assurance as to whether any such financing will be available on reasonable
terms or at all.
ProElite, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: August 15, 2008 By /s/ Dale Bolen
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Dale Bolen,
Interim Chief Financial Officer