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 *

Stith Shannon Marie 		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)
VP of Finance
(Last)          (First)          (Middle)

1404 NORTH MAIN, 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   (1) 9/24/2008     A    630000   A $.11   630000   D    
Common Stock   (2) 8/8/2008     A    28125   A $.11   658125   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   (2) $.58   1/16/2008     D        75000      (4) 1/11/2018   Common Stock   75000   $.58   1297500   D    
Option   (2) $.285   5/2/2008     D        37500      (4) 5/2/2018   Common Stock   37500   $.285   1260000   D    
Stock Appreciation Right   (3) $.36   6/4/2008     D        1260000      (4) 6/4/2012   Common Stock   1260000   $.36   0   D    

Explanation of Responses:
( 1)  The grant of 630,000 restricted shares has been made pursuant to the Company's 2007 Incentive Stock Plan. All awarded shares invest in increments of 25% each year, commencing one year from the date of grant. Upon a change of control of the Company, all awards invest immediately.
( 2)  The employee has converted the option to purchase 112,500 shares into 28,125 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, no stock purchase rights have vested and/or been issued to the employee.
( 3)  The employee was granted 1,260,000 stock appreciation rights on June 4, 2008. The grant of stock appreciation rights has been mutually cancelled by the employee and company as of September 24, 2008.
( 4)  25% of the shares subject to the grant vest annually from the date of grant.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Stith Shannon Marie
1404 NORTH MAIN, SUITE 200
MERIDIAN, ID 83642

VP of Finance

Signatures
/s/ Shannon Stith 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.
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