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 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BLECH ISAAC 		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)

75 ROCKEFELLER PLAZA, 29TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/20/2012
(Street)

NEW YORK, NY 10019
(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

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
Option (Right to Purchase)   $0.05   12/20/2012     A      41392000   (1) (2)      9/10/2012   1/25/2017   Common Stock   41392000   $0   413920000   (1) (2) D    

Explanation of Responses:
( 1)  On January 25, 2012, Stratus Media Group, Inc. ("SMGI") granted the option to purchase shares of Common Stock, par value $0.0001 per share, of the Issuer (the "Option") to Mr. Blech in connection with the issuance of a promissory note (the "Note") to Mr. Blech. The Note is for an aggregate principal amount of $1,000,000, has an interest rate of 0.19% per annum and matured on May 24, 2012. The Option may be exercised by the holder thereof on a cashless basis. The Option contains a limitation on exercise which prohibits the holder thereof to exercise the Option to the extent that after giving effect to such exercise, the holder (together with his affiliates and any other persons acting in a group therewith) would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the delivery of shares of Common Stock upon such exercise.
( 2)  The limitation on exercise may be waived by the holder of the Option on not less than 61 days prior notice to SMGI. On July 11, 2012, Mr. Blech notified SMGI of the waiver of such limitation on exercise, effective September 10, 2012. The initial number of shares of Common Stock underlying the Option was 82,784,000. Pursuant to the terms of the Option, if the amount due under the Note was not paid in full by maturity, the amount of shares underlying the Option increased by 41,392,000 shares of Common Stock, and will continue to increase by an additional 41,392,000 shares of Common Stock every 30 days until the entire amount due and owing under the Note is paid in full. On July 23, 2012, August 22, 2012, September 21, 2012, October 21, 2012, November 20, 2012 and December 20, 2012 the Note was not paid in full and the amount of shares underlying the Option automatically increased by 41,392,000 shares of Common Stock on each such date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BLECH ISAAC
75 ROCKEFELLER PLAZA, 29TH FLOOR
NEW YORK, NY 10019
X


Signatures
/s/ Ori Solomon, as Attorney-in-Fact for Isaac Blech 12/20/2012
** 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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