UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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SEC FILE NUMBER
000-31573
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CUSIP NUMBER
Not applicable
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(Check One): |_| Form 10-K |_| Form 20-F |_| Form 11-K |X| Form 10-Q
|_| Form N-SAR |_| Form N-CSR
For Period Ended: September 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
|_| (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 has spent and continues to spend significant time and resources in
discussions with Showtime Networks, Inc. (Showtime) and CBS Corp. related to
Showtime's Senior Secured Note Payable and other debt owed to Showtime and
exploring other financing transactions. While the Company has had laid offs,
including employees involved in accounting and financial reporting, remaining
management continues to work to secure financial transactions to enable to the
Company to continue. Due to the Company's limited resources and dedication of
those resources to discussions with Showtime, CBS Corp. and other parties, the
Company is unable to complete the consolidated financial reporting needed to
file our Quarterly Report on Form 10-Q for the fiscal quarter ended September
30, 2008 with the Securities and Exchange Commission by the deadline without
unreasonable effort and expense. Until the aforementioned items are resolved,
the Company cannot determine the proper basis of accounting for its financial
statements. Therefore, the Company requests additional time to file its
Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2008.
The Company cannot currently offer guidance as to when it expects to file its
Quarterly Report.
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?
|_| Yes |X| No
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: November 17, 2008 By /s/ Dale Bolen
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Dale Bolen, Interim Chief Financial
Officer