Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  CBS CORP
 2. Date of Event Requiring Statement (Month/Day/Year)
05/14/2007		 3. Issuer Name and Ticker or Trading Symbol
PRO ELITE INC [PETE]
(Last)
(First)
(Middle)
51 WEST 52ND STREET, 		 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 Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10019		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CBS CORP
51 WEST 52ND STREET
NEW YORK, NY 10019		     X    
Showtime Networks Inc.
C/O CBS CORPORATION
51 WEST 52ND STREET
NEW YORK, NY 10019		     X    
CBS Operations Inc.
C/O CBS CORPORATION
51 WEST 52ND STREET
NEW YORK, NY 10019		     X    
NAIRI INC
200 ELM STREET
DEDHAM, MA 02026		     X    
NATIONAL AMUSEMENTS INC /MD/
200 ELM STREET
DEDHAM, MA 02026		     X    
REDSTONE SUMNER M
C/O CBS CORPORATION
51 WEST 52ND STREET
NEW YORK, NY 10019		     X    

Signatures

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

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(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.

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