SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* CBS CORP (Last) (First) (Middle) 51 WEST 52ND STREET (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/14/2007	3. Issuer Name and Ticker or Trading Symbol PRO ELITE INC [ PETE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,000,001	I	Indirect(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant	(2)	01/03/2014	Common Stock	2,500,000	2	I	Indirect(1)
Warrant No. 2	(2)	01/03/2010	Common Stock	1,666,667	2	I	Indirect(1)
Warrant No. 3	(3)	01/03/2012	Common Stock	2,500,000	2	I	Indirect(1)

1. Name and Address of Reporting Person* CBS CORP (Last) (First) (Middle) 51 WEST 52ND STREET (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* Showtime Networks Inc. (Last) (First) (Middle) C/O CBS CORPORATION 51 WEST 52ND STREET (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* CBS Operations Inc. (Last) (First) (Middle) C/O CBS CORPORATION 51 WEST 52ND STREET (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* NAIRI INC (Last) (First) (Middle) 200 ELM STREET (Street) DEDHAM MA 02026 (City) (State) (Zip)

1. Name and Address of Reporting Person* NATIONAL AMUSEMENTS INC /MD/ (Last) (First) (Middle) 200 ELM STREET (Street) DEDHAM MA 02026 (City) (State) (Zip)

1. Name and Address of Reporting Person* REDSTONE SUMNER M (Last) (First) (Middle) C/O CBS CORPORATION 51 WEST 52ND STREET (Street) NEW YORK NY 10019 (City) (State) (Zip)

Explanation of Responses:

1. The Common Stock and the Warrants are held by Showtime Networks Inc. (SNI), a wholly-owned subsidiary of CBS Operations Inc., which in turn is a wholly-owned subsidiary of CBS Corporation, amd may also be deemed to be beneficially owned by (a) NAIRI, Inc. (NAIRI), which owns approximately 76% of CBS Corporation's voting stock, (b) NAIRI's parent corporation, National Amusements, Inc. ("NAI"), and (c) Sumner M. Redstone, who is the controlling stockholder of NAI.

2. Current

3. This Warrant is exercisable the earlier of (a) November 8, 2009 and (b) the termination, under certain circumstances, of a certain agreement between the Issuer and SNI.

Remarks:

	By: Angeline C. Straka, SVP and Secretary	05/14/2007
	By: Angeline C. Straka, SVP and Secretary	05/14/2007
	By: Angeline C. Straka, SVP and Secretary	05/14/2007
	By: Sumner M. Redstone, Chairman & President	05/14/2007
	By: Sumner M. Redstone, Chairman & CEO	05/14/2007
	/s/ Redstone, Sumner M.	05/14/2007
	** Signature of Reporting Person	Date
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