UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D/A
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)*

ProElite, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

74266D303

(CUSIP Number)

Isaac Blech
75 Rockefeller Plaza, 29^th Floor

New York, NY 10019

(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)

November 20, 2012

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13D-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 74266D303

Isaac Blech

(a) ¨

(b) ¨

IN

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

372,528,000 (1)

0

372,528,000 (1)

0

372,528,000 (1)

¨

84.8% (2)

IN

*(SEE INSTRUCTIONS)

(1) The 372,528,000 shares of common stock, par value $0.0001 per share, of the Issuer (the “Common Stock”) reported in this Schedule 13D represent shares of Common Stock that became exercisable by the Reporting Person on September 10, 2012, pursuant to an Option to Purchase Common Stock (the “Option”), dated January 25, 2012, granted to the Reporting Person by Stratus Media Group, Inc. (“SMGI”). The exercise price of the Option is $0.05 per share.

(2) The calculation of the foregoing percentage is based on 66,854,726 shares of Common Stock outstanding on June 30, 2011, as reported in the Issuer’s Form 8-K filed with the Commission on September 27, 2011.

CUSIP No. 74266D303

Item 1. Security and Issuer.

Item 1 of the Schedule 13D is hereby amended and restated in its entirety as follows:

This Amendment No. 4 to the statement on Schedule 13D (this “Amendment No. 4”) amends and supplements the statement on Schedule 13D filed on July 17, 2012, as amended by Amendment No. 1, as amended by Amendment No. 2, as amended by Amendment No. 3 (the “Original 13D”) and as amended by this Amendment No. 4 (the “Schedule 13D”), and relates to the common stock, par value $0.0001 per share (“Common Stock”), of ProElite, Inc., a New Jersey corporation (the “Issuer”). The address of the Issuer’s principal executive offices is: 12121 Wilshire Boulevard, Suite 1001, Los Angeles, CA 90025.

Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported in the Original 13D. Capitalized terms used but not otherwise defined in this Amendment No. 4 shall have the meanings ascribed to them in the Original 13D.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended to add the following:

On November 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.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended to add the following:

The responses to Item 3 are incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

Reporting Person has the sole power to vote or direct the vote of 372,528,000 shares of Common Stock.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: November 20, 2012

ATTENTION:

Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).