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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

RECTOR DAVID 		2. Issuer Name and Ticker or Trading Symbol

RxElite, Inc. [ RXEI ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O RXELITE, INC., 1404 NORTH MAIN STREET, SUITE 200 		3. Date of Earliest Transaction (MM/DD/YYYY)

6/4/2008
(Street)

MERIDIAN, ID 83642
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   6/4/2008     A    1000000   (1) A $0   1000000   D    
Common Stock   6/4/2008     A    100000   (1) (2) A $0   1100000   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Stock Option (right to buy)   $0.6   6/4/2008     D        400000      (3) 10/10/2017   Common Stock   400000   $0   (4) 0   D    

Explanation of Responses:
( 1)  The grant of restricted shares has been made pursuant to the Company's 2007 Incentive Stock Plan. All awarded shares vest in increments of 1/4 each year, commencing one year from the date of grant. Upon a change of control of the Company, all awards vest immediately.
( 2)  Mr. Rector received the grant of restricted shares as consideration for cancellation of the options described in Table II.
( 3)  25% of the shares subject to the option vest on each of 9/30/08, 9/30/09, 9/30/10 and 9/30/11, subject to Mr. Rector continuing to serve as a director on such dates.
( 4)  The option was canceled by mutual agreement between Mr. Rector and the Company. Mr. Rector received the 100,000 grant of restricted shares described in Table I as consideration for the cancellation.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
RECTOR DAVID
C/O RXELITE, INC.
1404 NORTH MAIN STREET, SUITE 200
MERIDIAN, ID 83642 		X



Signatures
/s/ David Rector 6/11/2008
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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