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 *

AUERBACH MARK 		2. Issuer Name and Ticker or Trading Symbol

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

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

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

6/4/2008
(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   6/4/2008     A    1000000   (1) A $0   1316666   (2) D    
Common Stock   6/4/2008     A    100000   (1) (3) A $0   1416666   (2) 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
Stock Option (right to buy)   $0.6   6/4/2008     D        400000      (4) 7/9/2017   Common Stock   400000   $0   (5) 158333   (6) D    

Explanation of Responses:
( 1)  The grant of restricted shares has been made pursuant to the Company's 2007 Incentive Stock Plan. All awarded shares vest in increments of 1/4 each year, commencing one year from the date of grant. Upon a change of control of the Company, all awards vest immediately.
( 2)  Represents (i) 316,667 shares held by Susan Auerbach. Susan Auerbach is the wife of Mark Auerbach and exercises sole voting and dispositive power with the respect to shares held by her. Mr. Auerbach disclaims beneficial ownership with respect to such shares.
( 3)  Mr. Auerbach received the grant of restricted shares as consideration for cancellation of the options described in Table II.
( 4)  25% of the shares subject to the option shall vest on July 12, 2008, and 6.25% of the shares subject to the option will vest on the last day of each calendar quarter thereafter beginning on September 30, 2008, subject to Mr. Auerbach continuing to be a director through each such dates.
( 5)  The option was canceled by mutual agreement between Mr. Auerbach and the Company. Mr. Williams received the 100,000 grant of restricted shares described in Table I as consideration for the cancellation.
( 6)  Represents 158,333 shares issuable upon exercise of currently exercisable warrants held by Susan Auerbach.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
AUERBACH MARK
C/O RXELITE, INC.
1404 NORTH MAIN STREET, SUITE 200
MERIDIAN, ID 83642 		X



Signatures
/s/ Mark Auerbach 6/11/2008
** 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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