ProElite, Inc. (fka PELE)

[Lighthouse]

Isaac Blech's smdi purchases in June, 2011. Owner of 38.7% of the outstanding shares...Nice to have a Billioraire on board with the parent and now the child...lol


Interest in Securities of the Issuer.


(a), (b) As of June 1, 2011, Ms. Blech beneficially owns 3,125,000 shares of Common Stock, representing approximately 4.6% of the shares of Common Stock outstanding, based upon the number of shares of Common Stock outstanding as provided in the Securities Purchase Agreement. Such beneficial ownership assumes the issuance of 1,250,000 shares of Common Stock issuable upon the conversion of the Series E Preferred Stock, 1,250,000 shares of Common Stock issuable upon exercise of the A Warrants and 625,000 shares of Common Stock issuable upon exercise of the B Warrants, as more fully described herein. Ms. Blech disclaims beneficial ownership of the Common Stock owned by Mr. Blech, River Trust, West Trust and Liberty Trust, except to the extent of her pecuniary interest therein.


Ms. Blech has the sole power to vote or direct the vote of 3,125,000 shares of Common Stock and has the sole power to dispose or direct the disposition of 3,125,000 shares of Common Stock.


As of June 1, 2011, Mr. Blech beneficially owns 40,625,000 shares of Common Stock, representing approximately 38.7% of the shares of Common Stock outstanding, based upon the number of shares of Common Stock outstanding as provided in the Securities Purchase Agreement. Such beneficial ownership assumes the issuance of 16,250,000 shares of Common Stock issuable upon the conversion of the Series E Preferred Stock, 16,250,000 shares of Common Stock issuable upon exercise of the A Warrants and 8,125,000 shares of Common Stock issuable upon exercise of the B Warrants, as more fully described herein, held by River Trust, West Trust and Liberty Trust. Mr. Blech disclaims beneficial ownership of the Common Stock owned by Ms. Blech, River Trust, West Trust and Liberty Trust, except to the extent of his pecuniary interest therein.


Mr. Blech has the shared power to vote or direct the vote of 40,625,000 shares of Common Stock and has the shared power to dispose or direct the disposition of 40,625,000 shares of Common Stock.


As of June 1, 2011, River Trust beneficially owns 3,125,000 shares of Common Stock, representing approximately 4.6% of the shares of Common Stock outstanding, based upon the number of shares of Common Stock outstanding as provided in the Securities Purchase Agreement. Such beneficial ownership assumes the issuance of 1,250,000 shares of Common Stock issuable upon the conversion of the Series E Preferred Stock, 1,250,000 shares of Common Stock issuable upon exercise of the A Warrants and 625,000 shares of Common Stock issuable upon exercise of the B Warrants, as more fully described herein. The beneficiaries of River Trust are Ms. Blech and Mr. Blech. The sole trustee is Mr. Blech, who has the sole voting and dispositive power of River Trust.



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River Trust has the shared power to vote or direct the vote of 3,125,000 shares of Common Stock and has the shared power to dispose or direct the disposition of 3,125,000 shares of Common Stock.


As of June 1, 2011, West Trust beneficially owns 18,750,000 shares of Common Stock, representing approximately 22.6% of the shares of Common Stock outstanding, based upon the number of shares of Common Stock outstanding as provided in the Securities Purchase Agreement. Such beneficial ownership assumes the issuance of 7,500,00 shares of Common Stock issuable upon the conversion of the Series E Preferred Stock, 7,500,000 shares of Common Stock issuable upon exercise of the A Warrants 3,750,000 shares of Common Stock issuable upon exercise of the B Warrants, as more fully described herein. The sole beneficiary of West Trust is Mr. Blech. The trustee is Mr. Blech, who has the sole voting and dispositive power of West Trust.


West Trust has the shared power to vote or direct the vote of 18,750,000 shares of Common Stock and has the shared power to dispose or direct the disposition of 18,750,000 shares of Common Stock.


As of June 1, 2011, Liberty Trust beneficially owns 18,750,000 shares of Common Stock, representing approximately 22.6% of the shares of Common Stock outstanding, based upon the number of shares of Common Stock outstanding as provided in the Securities Purchase Agreement. Such beneficial ownership assumes the issuance of 7,500,00 shares of Common Stock issuable upon the conversion of the Series E Preferred Stock, 7,500,000 shares of Common Stock issuable upon exercise of the A Warrants 3,750,000 shares of Common Stock issuable upon exercise of the B Warrants, as more fully described herein. The sole beneficiary of Liberty Trust is Mr. Blech. The trustee is Mr. Blech, who has the sole voting and dispositive power of Liberty Trust.


Liberty Trust has the shared power to vote or direct the vote of 18,750,000 shares of Common Stock and has the shared power to dispose or direct the disposition of 18,750,000 shares of Common Stock.


Except as described herein, the Reporting Persons have not effected any transaction in Common Stock of the Issuer in the past 60 days.


(c) No person other than the Reporting Persons are known to have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, the Common Stock reported in this Schedule 13D.


http://www.sec.gov/Archives/edgar/data/905536/000114420411033379/v224691_sc13d.htm