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 *

Sullivan Earl 		2. Issuer Name and Ticker or Trading Symbol

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

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

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

8/8/2008
(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   9/24/2008     A    1050000   (1) A $0.11   2070996   D    
Common Stock   8/8/2008     A    371206   (2) A $0.11   2442202   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
Option to Purchase Common Stock   $0.6   7/6/2007     D        259825   (2)   7/6/2007   7/5/2017   Common Stock   259825   $0.6   3527964   D    
Option to Purchase Common Stock   $0.76   7/6/2007     D        25000   (2)   12/31/2008   12/31/2009   Common Stock   25000   $0.76   3502964   D    
Option to Purchase Common Stock   $0.285   5/2/2008     D        450000   (2)     (3) 5/2/2003   Common Stock   450000   $0.285   3052964   D    
Option to Purchase Common Stock   $0.285   5/2/2008     D        750000   (2)     (3) 5/2/2018   Common Stock   750000   $0.285   2302964   D    
Stock Appreciation Right   $0.36   6/4/2008     D        2100000   (4)     (5) 6/4/2012   Common Stock   2100000   $0.36   202964   D    

Explanation of Responses:
( 1)  The grant of 1,050,000 restricted shares has been made pursuant to the Company's 2007 Incentive Stock Plan after conversion of two SARs for one restricted share. All awarded shares vest in increments of 25% each year, commencing one year from the date of grant. Upon a change of control of the Company, all awards vest immediately.
( 2)  The employee has converted the option to purchase 1,484,824 shares into 371,206 stock purchase rights as of August 8, 2008. The stock purchase rights vest under the same term as the originally issued option. As of September 30, 2008, 64,956 stock purchase rights have vested and been issued to the employee as common stock of the Company.
( 3)  Twenty-five percent of the shares subject to the option vest annually from the date of grant
( 4)  The employee was granted 2,100,000 stock appreciation rights (SARs) on June 4, 2008. The grant of stock appreciation rights has been mutually cancelled by the employee and company as of September 24, 2008.
( 5)  Twenty-five percent of the grant vests annually on the date of grant.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Sullivan Earl
C/O RXELITE HOLDINGS, INC.
1404 N. MAIN STREET, SUITE 200
MERIDIAN, ID 83642

Chief Operations Officer

Signatures
/Earl E. Sullivan/ 11/3/2008
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
RXElite (CE) (USOTC:RXEI)
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RXElite (CE) (USOTC:RXEI)
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