**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-Q**





x
            **QUARTERLY
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934****For
                the quarterly period ended September 30, 2008**£
            **TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES****EXCHANGE
                ACT OF 1934****For
                the transition period from ___________****to
                ___________**





**Commission
      file number: 000-25092**





**ProLink
      Holdings Corp.**


(Exact
      name of registrant as specified in its charter)





**Delaware**
            **30-0280392**(State
                or other jurisdiction of
            (I.R.S.
                Employerincorporation
                or organization)
            Identification
                No.)**410
                South Benson Lane, Chandler, AZ**
            **85224**(Address
                of principal executive offices)
            (Zip
                Code)





**(480)
      961-8800**


(Registrant’s
      telephone number, including area code)





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days. Yes x No £





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer or a smaller reporting company.
      See
      definitions of “large accelerated filer,” “accelerated filer” and “smaller
      reporting company” in Rule 12b-2 of the Exchange Act:




Large
                accelerated filer £
            
            Accelerated filer £Non-accelerated
                filer £
            
            Smaller reporting company x(Do
                not check if smallerreporting
                company)




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes £ No x





There
      were 49,059,185 shares of common stock, par value of $0.0001 per share,
      outstanding as of November 13, 2008.











**PROLINK
      HOLDINGS CORP.**


**FOR
      THE PERIOD ENDED SEPTEMBER 30, 2008**


**FORM
      10-Q**





**TABLE
      OF CONTENTS**





**Page****PART
                I. Financial Information**Item 1.
            Financial
                StatementsCondensed
                Consolidated Balance Sheets at September 30, 2008 (Unaudited) and
                December
                31, 2007
            3Unaudited
                Condensed Consolidated Statements of Operations for the Three and
                Nine
                Months Ended September 30, 2008 and 2007
            4Unaudited
                Condensed Consolidated Statements of Cash Flows for the Nine Months
                Ended
                September 30, 2008 and 2007
            5Notes
                to Unaudited Condensed Consolidated Financial Statements
            6Item 2.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            21Item 3.
            Quantitative
                and Qualitative Disclosures About Market Risk
            32Item 4T.
            Controls
                and Procedures
            32**PART
                II. Other Information**Item 1.
            Legal
                Proceedings
            32Item 2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            33Item 3.
            Defaults
                Upon Senior Securities
            33Item 4.
            Submission
                of Matters to a Vote of Security Holders
            33Item 5.
            Other
                Information
            33Item 6.
            Exhibits
            34Signatures





2




**PART
                  I - FINANCIAL INFORMATION****Item
                  1. Financial Statements**
  **PROLINK
                  HOLDINGS CORP.****CONDENSED
                  CONSOLIDATED BALANCE
                  SHEETS**
  September
                  30,
              
              December
                  31,2008
              
              2007*(unaudited)***ASSETS**CURRENT
                  ASSETS:Cash
                  and cash equivalents
              
              $
              727,924
              
              $
              2,829,496Accounts
                  receivable, net of an allowance for doubtful accountsof
                  $5,356,733 and $5,221,919, respectively
              
              
              4,972,429
              
              
              4,159,184Inventories,
                  net of allowance of $293,071 and $239,373
              
              
              2,541,181
              
              
              2,619,457Prepaid
                  expenses and other current assets
              
              
              1,691,444
              
              
              1,611,382TOTAL
                  CURRENT ASSETS
              
              
              9,932,978
              
              
              11,219,519EQUIPMENT,
                  NET
              
              
              596,822
              
              
              774,852INTANGIBLE
                  ASSETS, net of accumulated amortization of $1,427,130 and
                  $1,126,045
              
              
              1,759,491
              
              
              2,059,776GOODWILL
              
              
              259,149
              
              
              259,149INTEREST
                  IN RESIDUAL LEASE EQUIPMENT
              
              
              6,459,632
              
              
              5,060,938DEPOSITS
                  AND OTHER ASSETS
              
              
              3,143,542
              
              
              1,963,727TOTAL
                  ASSETS
              
              $
              22,151,614
              
              $
              21,337,961**LIABILITIES
                  AND STOCKHOLDERS’ EQUITY**CURRENT
                  LIABILITIES:Accounts
                  payable
              
              $
              6,550,150
              
              $
              4,427,266Accrued
                  liabilities
              
              
              2,170,439
              
              
              2,169,024Current
                  portion of long-term debt
              
              
              4,644,100
              
              
              6,049,788Deferred
                  revenue
              
              
              110,695
              
              
              195,680TOTAL
                  CURRENT LIABILITIES
              
              
              13,475,384
              
              
              12,841,758LONG-TERM
                  DEBT, net of current portion and discount of $600,156 and
                  $741,788
              
              
              6,123,998
              
              
              4,502,096OTHER
                  LONG-TERM LIABILITIES
              
              
              629,000
              
              
              130,000TOTAL
                  LIABILITIES
              
              
              20,228,382
              
              
              17,473,854COMMITMENTS
                  AND CONTINGENCIESSTOCKHOLDERS'
                  EQUITY:Series
                  C Preferred shares, par value $.001, 10,000,000 sharesauthorized;
                  no shares issued and outstanding
              
              
              -
              
              
              -Common
                  shares, par value $.0001; 200,000,000 shares authorized;49,059,185
                  and 47,038,108 issued and outstandingat
                  September 30, 2008 and December 31, 2007
              
              
              4,906
              
              
              4,704Additional
                  paid-in capital
              
              
              35,766,870
              
              
              33,989,336Accumulated
                  deficit
              
              
              (33,848,544
              )
              
              (30,129,933
              )TOTAL
                  STOCKHOLDERS' EQUITY
              
              
              1,923,232
              
              
              3,864,107TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY
              
              $
              22,151,614
              
              $
              21,337,961
  *The
        accompanying notes are an integral part of the Condensed Consolidated Financial
        Statements*


3
 
 **PROLINK
                    HOLDINGS CORP.****UNAUDITED
                    CONDENSED CONSOLIDATED STATEMENTS OF
                    OPERATIONS**
  Three
                    Months Ended September 30,
                
                Nine
                    Months Ended September 30,2008
                
                2007
                
                2008
                
                2007**REVENUES:**New
                    System SalesDomestic
                
                $
                3,551,783
                
                $
                1,830,180
                
                $
                9,071,009
                
                $
                5,788,754International
                
                
                209,997
                
                
                1,842,125
                
                
                842,932
                
                
                6,133,653Upgrades
                
                
                409,585
                
                
                1,417,548
                
                
                4,488,720
                
                
                2,892,845Total
                    New System Sales
                
                
                4,171,365
                
                
                5,089,853
                
                
                14,402,661
                
                
                14,815,252Service
                    Revenue
                
                
                896,272
                
                
                697,844
                
                
                2,261,120
                
                
                1,895,170Finance
                    Revenue, net
                
                
                302,579
                
                
                226,611
                
                
                832,538
                
                
                1,208,396Advertising
                    Revenue
                
                
                257,539
                
                
                555,001
                
                
                430,366
                
                
                708,534Other
                    Revenue
                
                
                58,615
                
                
                22,987
                
                
                161,884
                
                
                157,662**TOTAL
                    REVENUE**
                
                
                5,686,370
                
                
                6,592,296
                
                
                18,088,569
                
                
                18,785,014**COST
                    OF REVENUES:**New
                    System Cost:Domestic
                
                
                1,481,611
                
                
                751,779
                
                
                4,297,629
                
                
                2,837,190International
                
                
                103,163
                
                
                871,623
                
                
                406,007
                
                
                3,123,961Upgrades
                
                
                137,152
                
                
                688,743
                
                
                2,143,242
                
                
                1,389,816Total
                    New System Cost
                
                
                1,721,926
                
                
                2,312,145
                
                
                6,846,878
                
                
                7,350,967Service
                    Cost
                
                
                912,898
                
                
                856,774
                
                
                2,202,730
                
                
                2,585,607Advertising
                    Cost
                
                
                91,963
                
                
                220,848
                
                
                158,473
                
                
                287,108Finance
                    Cost
                
                
                54,559
                
                
                11,412
                
                
                106,338
                
                
                167,729Other
                    Cost
                
                
                6,834
                
                
                29,784
                
                
                18,108
                
                
                79,232**TOTAL
                    COST OF REVENUE**
                
                
                2,788,180
                
                
                3,430,963
                
                
                9,332,527
                
                
                10,470,643**GROSS
                    MARGIN**
                
                
                2,898,190
                
                
                3,161,333
                
                
                8,756,042
                
                
                8,314,371**OPERATING
                    EXPENSES:**Sales
                    and Marketing
                
                
                652,213
                
                
                750,859
                
                
                2,215,934
                
                
                3,182,085Partner
                    Management and Customer Support
                
                
                823,709
                
                
                540,340
                
                
                2,540,282
                
                
                1,794,038Research
                    and Development
                
                
                -
                
                
                139,687
                
                
                -
                
                
                713,893General
                    and Administrative
                
                
                2,500,293
                
                
                2,135,617
                
                
                6,246,081
                
                
                6,362,435**TOTAL
                    OPERATING EXPENSES**
                
                
                3,976,215
                
                
                3,566,503
                
                
                11,002,297
                
                
                12,052,451**INCOME
                    (LOSS) FROM OPERATIONS**
                
                
                (1,078,025
                )
                
                (405,170
                )
                
                (2,246,255
                )
                
                (3,738,080
                )**OTHER
                    (INCOME) EXPENSE:**Interest
                    Expense
                
                
                389,249
                
                
                587,333
                
                
                987,518
                
                
                1,273,157Other
                    (Income) Expense
                
                
                119,499
                
                
                (268
                )
                
                484,841
                
                
                (33,257
                )**TOTAL
                    OTHER (INCOME) EXPENSE**
                
                
                508,748
                
                
                587,065
                
                
                1,472,356
                
                
                1,239,900**LOSS
                    BEFORE TAXES**
                
                
                (1,586,773
                )
                
                (992,235
                )
                
                (3,718,611
                )
                
                (4,977,980
                )Income
                    Tax Provision
                
                
                -
                
                
                -
                
                
                -
                
                
                -**NET
                    LOSS**
                
                
                (1,586,773
                )
                
                (992,235
                )
                
                (3,718,611
                )
                
                (4,977,980
                )Dividends
                    on Series C Preferred Shares
                
                
                -
                
                
                -
                
                
                -
                
                
                (3,720,938
                )**NET
                    LOSS APPLICABLE****TO
                    COMMON SHAREHOLDERS**
                
                $
                (1,586,773
                )
                $
                (992,235
                )
                $
                (3,718,611
                )
                $
                (8,698,918
                )**BASIC
                    LOSS PER COMMON SHARE**
                
                $
                (0.03
                )
                $
                (0.02
                )
                $
                (0.08
                )
                $
                (0.21
                )**DILUTED
                    LOSS PER COMMON SHARE**
                
                $
                (0.03
                )
                $
                (0.02
                )
                $
                (0.08
                )
                $
                (0.21
                )**WEIGHTED
                    AVERAGE SHARES OUTSTANDING:**Basic
                
                
                49,017,882
                
                
                46,394,212
                
                
                48,282,106
                
                
                41,055,218Diluted
                
                
                49,017,882
                
                
                46,394,212
                
                
                48,282,106
                
                
                41,055,218
  *The
                    accompanying notes are an integral part of the Condensed Consolidated
                    Financial Statements*
  4
  **PROLINK
                    HOLDINGS CORP.****UNAUDITED
                    CONSOLIDATED STATEMENTS OF CASH
                    FLOWS**
  Nine
                    Months Ended September 30,2008
                
                2007Net
                    loss
                
                $
                (3,718,611
                )
                $
                (4,977,980
                )Adjustments
                    to reconcile net loss to cash used in operating
                    activities:Depreciation
                    and amortization
                
                
                559,470
                
                
                549,266Stock-based
                    compensation
                
                
                748,089
                
                
                1,049,310Amortization
                    of warrants related to financing
                
                
                232,487
                
                
                441,931Non-cash
                    interest payment
                
                
                589,993
                
                
                78,705Residual
                    value of leases
                
                
                (1,398,694
                )
                
                (489,252
                )Provision
                    for uncollectible receivables
                
                
                134,814
                
                
                61,673Provision
                    for slow moving inventory
                
                
                53,698
                
                
                -Accretion
                    of discount on notes payable
                
                
                141,633
                
                
                426,759Amortization
                    of prepaid consulting
                
                
                61,593
                
                
                -Amortization
                    of Laurus and Merriman stock
                
                
                138,856
                
                
                -Changes
                    in working capital components:Accounts
                    receivable
                
                
                (948,059
                )
                
                (5,350,512
                )Inventories
                
                
                24,578
                
                
                (413,805
                )Prepaid
                    expenses and other assets
                
                
                (214,677
                )
                
                (829,460
                )Accounts
                    payable
                
                
                2,122,884
                
                
                (150,274
                )Accrued
                    liabilities
                
                
                1,415
                
                
                (689,573
                )Deferred
                    revenue
                
                
                (84,985
                )
                
                (98,444
                )Other
                    long-term accrued liabilities
                
                
                499,000
                
                
                130,000Net
                    cash used in operating activities
                
                
                (1,056,516
                )
                
                (10,261,656
                )CASH
                    FLOWS FROM INVESTING ACTIVITIES:Purchase
                    of property and equipment
                
                
                (81,156
                )
                
                (131,375
                )Purchase
                    of Scorecast
                
                
                -
                
                
                (429,150
                )Net
                    cash used in investing activities
                
                
                (81,156
                )
                
                (560,525
                )CASH
                    FLOWS FROM FINANCING ACTIVITIES:Principal
                    payments on debt
                
                
                (18,483,961
                )
                
                (10,109,573
                )Proceeds
                    from sale of Series C Convertible Preferred Stock and receipt
                    of stocksubscription
                    receivables
                
                
                -
                
                
                11,420,000Fees
                    paid in connection with financing transaction
                
                
                (346,289
                )
                
                (1,749,872
                )Proceeds
                    from Laurus term debt
                
                
                2,100,000
                
                
                -Proceeds
                    from Laurus restated and amended agreement
                
                
                15,217,090
                
                
                6,487,737Proceeds
                    from revolving line of credit
                
                
                -
                
                
                1,900,000Proceeds
                    from credit facilities
                
                
                -
                
                
                835,907Proceeds
                    from FOC agreement
                
                
                -
                
                
                1,341,886Proceeds
                    from Hastings agreement
                
                
                475,000
                
                
                -Proceeds
                    on the borrowing on notes payable
                
                
                74,260
                
                
                67,659Net
                    cash used by financing activities
                
                
                (963,900
                )
                
                10,193,744NET
                    DECREASE IN CASH
                
                
                (2,101,572
                )
                
                (628,437
                )Cash
                    and cash equivalents, at beginning of the period
                
                
                2,829,496
                
                
                2,448,354Cash
                    and cash equivalents, at end of the period
                
                $
                727,924
                
                $
                1,819,917
  -
                    Cash paid in the nine months ended September 30, 2008 and 2007
                    for
                    interest expense was $94,821 and $307,127, respectively.
  -
                    No cash was paid in the nine months ended September 30, 2008
                    and 2007 for
                    income taxes.*The
                    accompanying notes are an integral part of the Condensed Consolidated
                    Financial Statements*
  5


PROLINK
      HOLDINGS CORP.


NOTES
      TO
      UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





**1.**  **Organization
      and Basis of Presentation**





*Description
      of Business* —
The
      condensed consolidated financial statements include the accounts of ProLink
      Holdings Corp. and its wholly-owned subsidiary, ProLink Solutions, LLC
      (collectively, “ProLink”, “we”, “us” or “our”). Our business involves the
      design, manufacture, maintenance and sale of GPS golf course management systems
      and software to golf course owners and operators worldwide, the sale of
      advertising space on the screens of the systems that we sell, and the brokering
      of the financing of the systems that we sell for our golf course
      partners.





*Basis
      of Presentation* —
The
      condensed consolidated financial statements include the operations of ProLink
      Holdings Corp. and its wholly-owned subsidiary, ProLink Solutions, LLC. All
      significant intercompany transactions and balances have been eliminated in
      consolidation.





The
      accompanying condensed consolidated financial statements are unaudited and
      have
      been prepared in accordance with accounting principles generally accepted in
      the
      United States of America for interim financial information, pursuant to the
      rules and regulations of the United States Securities and Exchange Commission
      (“SEC”). Accordingly, such financial statements do not include all the
      information and footnotes required by accounting principles generally accepted
      in the United States of America for annual financial statements, as permitted
      by
      the SEC. We believe that the accompanying condensed consolidated financial
      statements reflect all adjustments (which are of a normal recurring nature)
      that
      are necessary for a fair presentation of the interim results of operations,
      financial position and cash flows. The results reported in these interim
      condensed consolidated financial statements should not be regarded as being
      necessarily indicative of results that might be expected for the full
      year.





*Reclassifications* —
For
      comparative purposes, certain prior period amounts have been reclassified to
      conform to current year presentation. Such reclassifications had no effect
      on
      net loss.





This
      information should be read in conjunction with the financial statements set
      forth in the ProLink Holdings Corp. Annual Report on Form 10-KSB for the year
      ended December 31, 2007.





**2.**  **Recently
      Issued Accounting Pronouncements**




From
      time
      to time, new accounting pronouncements are issued by the Financial
      Accounting Standards Board (“FASB”) that are adopted by the Company as of the
      specified effective date. Unless otherwise discussed, the Company believes
      that
      the impact of recently issued standards, which are not yet effective, will
      not
      have a material impact on the Company’s consolidated financial statements upon
      adoption.




In
      December 2007, the FASB issued
      SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS 141(R)”). SFAS
      141(R) establishes the principles and requirements for how an acquirer: (i)
      recognizes and measures in its financial statements the identifiable assets
      acquired, the liabilities assumed and any noncontrolling interest in the
      acquiree; (ii) recognizes and measures goodwill acquired in a business
      combination or a gain from a bargain purchase; and (iii) determines what
      information to disclose to enable users of the financial statements to evaluate
      the nature and financial effects of a business combination. SFAS 141(R) is
      to be
      applied prospectively to business combinations consummated on or after the
      beginning of the first annual reporting period after December 15, 2008,
      with early adoption prohibited. We are currently evaluating the impact SFAS
      141(R) will have upon adoption on our accounting for future
      acquisitions.





In
      April
      2008, the FASB issued FSP 142-3, “Determining the Useful Life of Intangible
      Assets” ("FSP 142-3"). FSP 142-3 amends the factors to be considered in
      determining the useful life of intangible assets. Its intent is to improve
      the
      consistency between the useful life of an intangible asset and the period of
      expected cash flows used to measure its fair value. FSP 142-3 is effective
      for
      fiscal years beginning after December 15, 2008. We are currently assessing
      the
      impact of FSP 142-3 on our consolidated financial statements.




In
      May
      2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
      Accounting Principles” (“SFAS No. 162”), which identifies the sources of
      accounting principles and the framework for selecting the principles used in
      the
      preparation of financial statements that are presented in conformity with U.S.
      generally accepted accounting principles (“GAAP”). SFAS No. 162 will be
      effective ninety days following the Securities and Exchange Commission’s
      approval of the Public Company Accounting Oversight Board amendments to AU
      Section 411. We do not expect the adoption of SFAS No. 162 will have a material
      impact on our financial condition or results of operation.




In
      September 2008, the FASB issued FSP EITF 03-6-1, “Determining Whether
      Instruments Granted in Share-Based Payment Transactions Are Participating
      Securities” (“FSP EITF 03-6-1”). FSP EITF 03-6-1 clarified that all outstanding
      unvested share-




6




PROLINK
      HOLDINGS CORP.


NOTES
      TO
      UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS




based
      payment awards that contain rights to nonforfeitable dividends participate
      in
      undistributed earnings with common shareholders. Awards of this nature are
      considered participating securities and the two-class method of computing basic
      and diluted earnings per share must be applied. FSP EITF 03-6-1 is effective
      for
      fiscal years beginning after December 15, 2008. The Company is currently
      assessing the impact of FSP EITF 03-6-1 on its consolidated financial position
      and results of operations.




In
      September 2008, the FASB ratified EITF Issue No. 07-5, “Determining Whether an
      Instrument (or an Embedded Feature) Is Indexed to an Entity’s Own Stock” (“EITF
      07-5”). EITF 07-5 provides that an entity should use a two step approach to
      evaluate whether an equity-linked financial instrument (or embedded feature)
      is
      indexed to its own stock, including evaluating the instrument’s contingent
      exercise and settlement provisions. It also clarifies the impact of foreign
      currency denominated strike prices and market-based employee stock option
      valuation instruments on the evaluation. EITF 07-5 is effective for fiscal
      years
      beginning after December 15, 2008. The Company is currently assessing the impact
      of EITF 07-5 on its consolidated financial position and results of
      operations.




In
      October 2008, FASB issued FSP SFAS No. 157-3, *Determining
      the Fair Value of a Financial Asset When The Market for That Asset Is Not Active* (“FSP 157-3”),
      to clarify the application of the provisions of SFAS 157 in an inactive
      market and how an entity would determine fair value in an inactive market.
      FSP 157-3 is effective immediately and applies to the Company’s
      September 30, 2008 financial statements. The application of the provisions
      of FSP 157-3 did not materially affect the Company’s results of operations
      or financial condition as of and for the period ended September 30,
      2008.





**3.** **Prepaid
      Expenses and Other Current Assets**





Prepaid
      expenses and other current assets consist of the following:


September
                  30,
              
              December
                  31,2008
              
              2007Unamortized
                  loan costs
              
              $
              596,685
              
              $
              411,400Unamortized
                  loan costs - warrants
              
              
              247,712
              
              
              435,547Prepaid
                  advertising
              
              
              500,091
              
              
              236,424Prepaid
                  insurance
              
              
              89,811
              
              
              168,935Prepaid
                  expenses and rent
              
              
              135,268
              
              
              168,089Deferred
                  financing costs
              
              
              68,603
              
              
              -Deferred
                  development costs
              
              
              -
              
              
              146,315Prepaid
                  consulting
              
              
              53,274
              
              
              44,672Prepaid
                  expenses and other current assets
              
              $
              1,691,444
              
              $
              1,611,382





7





PROLINK
      HOLDINGS CORP.


NOTES
      TO
      UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS








**4.** **Property
      and Equipment**





Property
      and equipment consists of the following:


September
                  30,
              
              December
                  31,2008
              
              2007Manufacturing
                  equipment
              
              $
              116,063
              
              $
              116,063Course
                  assets
              
              
              25,024
              
              
              25,024Office
                  equipment and fixtures
              
              
              110,050
              
              
              108,052Computer
                  hardware
              
              
              312,846
              
              
              286,606Computer
                  software*
              
              
              908,104
              
              
              855,187Leasehold
                  improvements
              
              
              100,289
              
              
              100,289Total
                  property and equipment
              
              
              1,572,376
              
              
              1,491,221Less:
                  Accumulated depreciation
              
              
              (975,554
              )
              
              (716,369
              )Property
                  and equipment, net
              
              $
              596,822
              
              $
              774,852




*Includes
      $100,000 of software purchased in ScoreCast acquisition. This amount is being
      amortized over a three year life. Unamortized amount at September 30, 2008
      and
      December 31, 2007 was $41,667 and $66,667, respectively.





Depreciation
      expense was $89,137 and $89,209 for the three months ended September 30, 2008
      and 2007, respectively, and $259,185 and $254,402 for the nine months ending
      September 30, 2008 and 2007, respectively.





At
      September 30, 2008 and December 31, 2007, all property and equipment were
      pledged as collateral for a line of credit, notes payable or capital
      lease.





**5.** **Interest
      in Residual Lease Equipment**





Interest
      in Residual Lease Equipment consists of the following:


September
                  30,
              
              December
                  31,2008
              
              2007Residual
                  interests in equipment purchased from E-Z-Go
              
              $
              746,610
              
              $
              1,181,885Parview
                  residuals acquisition
              
              
              276,446
              
              
              311,994Residuals
                  recognized on system sales
              
              
              5,312,525
              
              
              3,284,422Yamaha
                  residuals acquisition
              
              
              124,051
              
              
              282,637Interest
                  in residual lease equipment
              
              $
              6,459,632
              
              $
              5,060,938





8




PROLINK
      HOLDINGS CORP.


NOTES
      TO
      UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS








**6.** **Deposits
      and Other Assets**





Deposits
      and other assets consist of the following:


September
                  30,
              
              December
                  31,2008
              
              2007Deposits
              
              $
              136,755
              
              $
              38,144Course
                  holdbacks, net of reserve
              
              
              19,832
              
              
              52,973Unamortized
                  loan costs
              
              
              1,110,503
              
              
              542,017Unamortized
                  loan costs - warrants
              
              
              226,673
              
              
              271,325Deferred
                  advertising expense
              
              
              629,000
              
              
              -Accounts
                  receivable - long term portion
              
              
              164,369
              
              
              202,860Accounts
                  receivable - NCG restricted cash
              
              
              856,410
              
              
              856,410Deposits
                  and other assets
              
              $
              3,143,542
              
              $
              1,963,729





**7.** **Accrued
      Liabilities and Other Current Liabilities**





Accrued
      liabilities and other current liabilities consist of the following:


September
                  30,
              
              December
                  31,2008
              
              2007Wages,
                  commission and related benefits
              
              $
              522,481
              
              $
              352,582Professional
                  fees
              
              
              398,780
              
              
              182,175Accrued
                  vendor liability
              
              
              276,235
              
              
              617,345Customer
                  deposits
              
              
              13,284
              
              
              25,000Accrued
                  advertising commitments
              
              
              428,463
              
              
              241,190Accrued
                  liability for lease buyouts
              
              
              466,242
              
              
              710,651Sales
                  tax payable
              
              
              64,954
              
              
              40,081Accrued
                  Liabilities
              
              $
              2,170,439
              
              $
              2,169,024





9


PROLINK
      HOLDINGS CORP.


NOTES
      TO
      UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS







**8.** **Debt**




Debt
      consists of the following:


September
                  30,
              
              December
                  31,2008
              
              2007101⁄4%,
                  revolving credit facility, due 2009, interest only payments until
                  August
                  2009, collateralized by all of the Company's assets
              
              $
              3,013,523
              
              $
              5,045,961101⁄4%,
                  credit facility, senior secured term loan due 2012, interest only
                  payments
                  until September 2008, 48 equal monthly principal payments plus
                  interest
                  thereafter, collateralized by all of the Company's assets
              
              
              6,100,000
              
              
              4,000,00043⁄4%
                  Optimal license agreement, with a monthly payment of $24,800, due
                  June
                  2011
              
              
              750,030
              
              
              944,3917.5%
                  GPSI license agreement, with a quarterly payment of $52,500, due
                  September
                  2011
              
              
              630,000
              
              
              787,50015%
                  Lease assignment agreement, due 2013 with a monthly payment of
                  $11,300
              
              
              475,000
              
              
              -73⁄4%
                  Microsoft Capital notes payable due 2010, with a monthly payment
                  of
                  $5,451, collateralized by licensed software rights
              
              
              135,188
              
              
              166,49673⁄4%
                  Microsoft Capital notes payable due 2011, with a monthly payment
                  of
                  $5,563, collateralized by licensed software rights
              
              
              151,238
              
              
              182,57583⁄4%
                  Microsoft Capital notes payable due 2011, with a monthly payment
                  of
                  $2,064, collateralized by licensed software rights
              
              
              65,124
              
              
              77,439107/10%First
                  Insurance Funding notes payable, with a monthly payment of $6,147,
                  due
                  September 2008, collateralized by a security interest in returned
                  premiums
                  and certain loss payments
              
              
              -
              
              
              53,5906.05
                  % First Insurance Funding note payable, with a monthly payment
                  of $5,918,
                  due April 2009, collateralized by a security interest in returned
                  premiums
                  and certain loss payments
              
              
              28,914
              
              
              -9.5
                  % First Insurance Funding note payable, with a monthly payment
                  of $7,818,
                  due January 2008, collateralized by a security interest in returned
                  premiums and certain loss payments
              
              
              -
              
              
              7,752Capital
                  lease obligations, collateralized by equipment, due 2009 to
                  2011
              
              
              19,237
              
              
              27,968Total
                  debt
              
              
              11,368,254
              
              
              11,293,672Less:
                  Current portion
              
              
              (4,644,100
              )
              
              (6,049,788
              )Less:Discount
                  associated with Warrants issued for Credit facility, 101⁄4% senior secured
                  term loan due 2012,
              
              
              (536,274
              )
              
              (643,182
              )Discount
                  associated with 7.5% GPSI license agreement due 2011
              
              
              (63,882
              )
              
              (98,606
              )Long-term
                  debt, net of current maturities and discounts
              
              $
              6,123,998
              
              $
              4,502,096




10


PROLINK
      HOLDINGS CORP.


NOTES
      TO
      UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS







(a)
      As
      part of the revolving credit facility and senior secured note agreements entered
      into in August 2007, $851,114 was recorded as deferred financing costs which
      are
      being amortized using the effective interest method as follows:


AmortizationPeriod
              
              Amount2
                  years
              
              $
              476,6245
                  years
              
              
              374,490$
              851,114







(b)
      As
      part of the amended and restated financing agreement in April 2008, $1,363,224
      was recorded as deferred financing costs which are being amortized using the
      effective interest method as follows:


AmortizationPeriod
              
              Amount29
                  months
              
              $
              436,23254
                  months
              
              
              926,992$
              1,363,224




Deferred
      financing costs and debt discounts amortized through interest expense were
      $246,623 and $117,008 for the three months and $713,453 and $117,008 for the
      nine months, ended September 30, 2008 and September 30, 2007,
      respectively.




On
      April
      10, 2008, we entered into a definitive Amended and Restated Security Agreement
      (the “Amended Agreement”) with Valens U.S. SPV I, LLC, Valens Offshore SPV I,
      Ltd., PSource Structured Debt Limited, Calliope Capital Corporation
      (collectively, the “Lenders” and each a "Lender") and LV Administrative
      Services, Inc., as collateral agent for the Lenders. The Amended Agreement
      amended and restated in its entirety the Security Agreement we entered into
      with
      Calliope Capital Corporation (and subsequently assigned to the other lenders)
      on
      August 17, 2007.





The
      $12,100,000 credit facility made available under the Amended Agreement (the
      “Credit Facility”), which increased the facility under the original agreement by
      an aggregate amount of $3,100,000, consists of an (i) amended and restated
      secured revolving note issued to Calliope Capital Corporation, which increased
      the principal amount from loaned thereunder $5,000,000 to $6,000,000 (the
“Revolver”) (ii) and a term loan (the “Term Loan”), consisting of amended and
      restated secured convertible term notes issued to each of Valens U.S. SPV I,
      LLC, Valens Offshore SPV I, Ltd. and PSource Structured Debt Limited, in the
      principal amounts of $1,465,325, $2,298,375 and $2,336,300, respectively
      (collectively, the “Term Notes”), which increased the aggregate principal amount
      loaned thereunder from $4,000,000 to $6,100,000. The Revolver matures on
      August 31, 2010, and the Term Loan matures on August 31, 2012 and requires
      amortization of its principal balance in 60 equal monthly payments beginning
      on
      October 1, 2008 subject to acceleration upon the occurrence of an event of
      default. On and after August 17, 2008, the holder has the right to convert
      any
      portion of the outstanding amount of principal due under the Term Loan into
      shares of our common stock, at a fixed conversion price per share of (a) $1.35
      with respect to the first $2,100,000 of the principal amount; (b) $1.40 with
      respect to the next $1,333,334 of the principal amount; (c) $1.50 with respect
      to the next $1,333,334 of the principal amount; and (d) $1.67 with respect
      to
      the remaining $1,333,332 of the principal amount. Pursuant to and in connection
      with the Amended Agreement, we granted to the Lenders a security interest in
      our
      assets, property and intellectual property, and pledged to the Lenders the
      Company’s ownership interest in ProLink Solutions.




The
      borrowings under the Revolver and the Term Loan will bear interest at a rate
      per
      annum equal to the “prime rate” published in The Wall Street Journal from time
      to time plus 2.5%, subject to a floor of 9% and a cap of 13%. Upon an event
      of
      default under the loan, we are obligated to pay additional interest on the
      outstanding principal balance in an amount equal to 2% per month until the
      default is cured. The Agreement requires us to meet certain financial tests,
      including, on the last day of each fiscal quarter commencing with the fiscal
      quarter ending September 30, 2009: a consolidated EBITDA (as defined
      in the Amended Agreement) for the prior four fiscal quarters of not less than
      $5,000,000; a consolidated leverage ratio not greater than 4.0 to 1.0; and
      a
      consolidated fixed charge coverage ratio (as defined in the Amended Agreement)
      for the prior four fiscal quarters of not less than 1.0 to 1.0.




11


PROLINK
      HOLDINGS CORP.


NOTES
      TO
      UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





In
      connection with the Credit Facility, we are required to pay an additional
      interest calculated at 2% of gross revenues (not including third party payments)
      payable in cash monthly on the 15th of each month for a period no less than
      10
      years, the first payment of which is due by October 15, 2008. We have the option
      to prepay this additional interest obligation, and have the option of paying
      20%
      of such monthly amount in shares of our common stock so long as the number
      of
      such shares does not exceed 25% of the average number of shares of our common
      stock traded per day for the 20 consecutive trading days prior to such payment
      date. The number of shares will be determined using the average closing trading
      price for the 20 consecutive trading days prior to such payment made.
      Notwithstanding the results of the preceding calculation, we have the option
      to
      pay at least ten percent of such monthly amounts in shares of our common
      stock.




In
      connection with and subject to the closing of the Credit Facility, and pursuant
      to a proposal letter, we issued to Laurus Master Fund, Ltd., in favor of the
      Lenders, an aggregate of 1,000,000 shares of our common stock, which will be
      subject to a lock-up period until September 30, 2008, during which
      time such shares cannot be sold or otherwise transferred without our prior
      written consent. Additionally, for the period from October 1, 2008 until March
      31, 2009, any dispositions made by Laurus Master Fund, Ltd. and the Lenders
      will
      be subject to the volume limitations under Rule 144 of the Securities Act of
      1933, as amended.




In
      connection with the Credit Facility, we entered into an amended and
      restated registration rights agreement (the “Amended Registration Rights
      Agreement”) with the Lenders, which amended and restated in its entirety that
      certain Registration Rights Agreement we entered into on August 17, 2007
      with Calliope Capital Corporation. Pursuant to the Amended Registration Rights
      Agreement, we will file a registration statement registering for resale the
      shares issued to Laurus Master Fund, Ltd., shares of common stock issuable
      upon
      conversion of the Term Notes and shares of common stock issuable upon exercise
      of the warrants issued pursuant to the original agreement, and use commercially
      reasonable efforts to cause such registration statement to become
      effective as soon as possible after filing and no later than September 27,
      2008. In the event that the registration statement is not filed or declared
      effective when due, or if the Amended Registration Rights
      Agreement ceases to be effective during the required period in the Amended
      Registration Rights Agreement for more than 20 consecutive trading days or
      for a
      period of 30 trading days in the aggregate per year, or if our common stock
      is
      not listed or quoted or is suspended from trading on any trading market for
      a
      period of three consecutive trading days without cure within 30 days of notice
      thereof, then in addition to any rights available to the Lenders under the
      Amended Registration Rights Agreement or applicable laws, we are required to
      pay
      to each Lender an amount in cash equal to 1% of the aggregate original principal
      amount of the Term Loan, calculated on a daily basis for each 30-day period
      until such event is cured.




On
      April
      14, 2008, an additional 800,000 shares were issued to Merriman, Curhan and
      Ford
      for their services in connection with the closing of the Credit Facility and
      recorded as financing costs in connection with the Credit Facility.




**9.** **Commitments
      and Contingencies**





*Litigation:*





On
      May
      15, 2006, a suit was filed against us in the Superior Court, Complex Litigation
      Docket, Hartford, Connecticut by Blackledge Country Club, Inc. The suit is
      based
      on a Service Agreement that was entered into for a GPS system manufactured,
      supplied, maintained and installed by the Company or with Textron (a
      contractor). In the third party complaint, Blackledge alleges claims for
      indemnification, breach of contract and breach of warranty, fraud and negligent
      misrepresentation against Textron and the Company. The case was mediated on
      July
      29, 2008. We agreed to pay $25,000 into the pool at NC Golf subject to
      Blackledge paying $80,000 into the pool. This payment is reflected in our
      results as of September 30, 2008.





In
      November, 2007, ProLink filed a patent litigation action and declaratory
      judgment action (the “Patent Litigation”) against GPS Industries, Inc. (“GPSI”),
      UpLink Corporation and two of GPSI’s golf course customers (collectively, the
“Defendants”) in the United States District Court for the District of Arizona.
      The Patent Litigation alleges that each Defendant infringes upon one or more
      of
      the ProLink’s three asserted patents and that an UpLink patent, which contains
      claims directed at advertising, is not infringed and is invalid due to prior
      art. The Defendants raise various defenses and counterclaims. Three Defendants
      are seeking a declaratory judgment that one or all of the ProLink’s asserted
      patents is/are invalid and/or not infringed. Defendants GPSI and UpLink have
      moved to dismiss ProLink’s declaratory judgment claims. A settlement conference
      previously scheduled for August 25, 2008, has been rescheduled for February
      17,
      2009. At September 30, 2008, no liability has been reported in the accompanying
      Condensed Consolidated Financial Statements for any potential loss arising
      from
      the counterclaims.







12


PROLINK
      HOLDINGS CORP.


NOTES
      TO
      UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





In
      a
      related case, on July
      16, 2008, GPS Industries, Inc. filed a complaint in the Northern District of
      Illinois alleging patent infringement.  The complaint alleges that ProLink,
      and two other defendants LinksCorp, Inc., and ABC National Television Sales,
      Inc., each infringed one or both, U.S. Patent No. 5,685,786 (the “‘786 Patent”)
      and U.S. Patent No. 5,438,518 (the “‘518 Patent”), and alleges common law claims
      of slander of title and unfair competition against ProLink relating to the
‘518
      Patent. On
      September 12, 2008, ProLink filed its Answer, Affirmative Defenses and
      Counterclaims (“Answer”), wherein ProLink denied that it has infringed or is
      infringing the ‘786 Patent and/or the ‘518 Patent. ProLink’s Answer also
      asserted counterclaims seeking a declaratory judgment that the ‘518 patent is
      invalid, unenforceable and not infringed, and that ProLink has rights to the
      ‘518 Patent. Regarding
      the '786 Patent, as discussed above, ProLink had previously filed in November,
      2007 in the United States District Court for the District of Arizona a complaint
      against GPSI and Uplink Corporation asking for a judgment that the '786
      Patent was invalid and seeking a declaratory judgment that ProLink does not
      infringe patent '786 Patent. At
      September 30, 2008, no liability has been reported in the accompanying Condensed
      Consolidated Financial Statements for any potential loss arising from this
      claim.





On
      February 8, 2008, the Company filed a Request for Arbitration with the
      International Chamber of Commerce (ICC) International Court of Arbitration
      in
      relation to a breach of contract dispute against Elumina Iberica, S.A, Elumina
      Iberica UK Limited, GP ADS, S.L. and GP ADS LTD and related parties as a result
      of multiple breaches, including non-payment, in connection with the previously
      announced acquisition of Elumina. The acquisition agreement was terminated
      in
      2008. The arbitration hearing has been scheduled for January 12,
      2009.




On
        April
        25, 2008 the Company filed a Demand for Arbitration with the American
        Arbitration Association against David Chessler and his related entities in
        relation to multiple breaches by Chessler of a November 7, 2005 Settlement
        Agreement. These breaches include claims that Chessler or his entities acquired
        additional GPS systems in Europe, Chessler’s placement of GPS systems in Mexico,
        Chessler’s marketing GPS equipment while failing to disclose that said equipment
        was “used”, and Chessler’s financing non single course GPS systems. Chessler has
        filed counter claims in the arbitration that the Company has interfered with
        the
        sale or lease of GPS systems in breach of the Settlement Agreement. The
        Company does not believe that any loss is probable and accordingly has not
        accrued a liability related to this complaint as of September 30,
        2008.


On
      May
      26, 2008, Roblor Marketing Group, Inc. (“Roblor”) filed a lawsuit in the United
      States District Court for the Southern District of Florida alleging that ProLink
      and nine other defendants have infringed and continue to infringe United States
      Patent Number 5,507,485 (the “485 patent”). On July 25, 2008, ProLink filed its
      Answer, Affirmative Defenses and Counterclaims (the “Answer”), wherein ProLink
      denied that it has infringed or is infringing the ‘485 patent. ProLink’s Answer
      also asserted counterclaims seeking a declaratory judgment that the ‘485 patent
      is invalid, unenforceable and not infringed. At September 30, 2008, no liability
      has been reported in the accompanying Condensed Consolidated Financial
      Statements for any potential loss arising from this claim.





On
      July
      3, 2008, Mr. Kevin Clarke, t/a Elumina Iberica UK, ("Mr. Clarke") issued
      proceedings for defamation in the Queen's Bench Division of the English High
      Court against Mr. Lawrence Bain and ProLink Holdings Corporation. Mr. Clarke
      alleges that statements made by ProLink and Mr. Bain, in his capacity as CEO
      of
      ProLink, concerning the relationship between ProLink and Mr. Clarke, Elumina
      Iberica UK and Elumina Iberica SA are defamatory of him. Mr. Clarke is seeking
      injunctive relief and unspecified damages. ProLink and Mr. Bain deny liability
      and intend to vigorously defend the proceedings. At September 30, 2008, no
      liability has been reported in the accompanying Condensed Consolidated Financial
      Statements for any potential loss from this claim.





We
      are
      involved in other disputes arising in the ordinary course of business. Such
      disputes taken in the aggregate are not expected
      to have a material adverse impact on ProLink.





*Registration
      Payment Arrangements:*





During
      the first quarter of 2007, through a private offering, we completed a sale
      of an
      aggregate of 1,142 shares of our Series C Convertible Preferred Stock, par
      value
      $0.001 per share, and five-year warrants to acquire up to 4,225,400 shares
      of
      our common stock, at an exercise price equal to $1.40 per share, for gross
      proceeds to us of $11,420,000. In addition, pursuant to a Registration Rights
      Agreement, we agreed to register the resale of the shares of common stock
      underlying the Series C Preferred Stock sold in the offering and the shares
      of
      common stock issuable upon exercise of the warrants. As of September 30, 2008,
      we have an effective registration statement covering these shares.





*Registration
      Rights Agreement:*





During
      the third quarter of 2007, we entered into a security agreement with Calliope,
      which was subsequently amended and restated as discussed in Note 8. In
      connection with the credit facility, we issued a common stock purchase warrant
      to Calliope. Pursuant to the warrant, Calliope is entitled to purchase from
      the
      Company, for a period of five years, 3,567,568 shares of common stock at an
      exercise price of $1.40 for the first one-third of the shares, $1.50 for the
      next one-third of the shares, and $1.60 for any additional shares.




13


*Registration
        Rights Agreement:*


Additionally,
      we entered into a registration rights agreement with Calliope. Under the
      registration rights agreement, we agreed to file a registration statement
      registering for resale shares of common stock of the Company issuable upon
      conversion of the term note and exercise of the warrant no later than 300 days
      after the date of the agreement, and to use commercially reasonable efforts
      to
      cause such registration statement to become effective as promptly as practicable
      thereafter. On April 10, 2008, we amended and restated the registration rights
      agreement and issued 1,000,000 shares of our common stock to Laurus Master
      Fund
      Ltd. We agreed to file a registration agreement registering for resale such
      shares, shares of our common stock issuable upon conversion on the term notes
      issued to Valens U.S., Valens Offshore and PSource and shares of our common
      stock issuable upon exercise of the warrant issued to Laurus. See Note 8 for
      a
      discussion of the amendment of the registration rights agreement. As of
      September 30, 2008, we have not filed a registration statement related to the
      amended and restated registration rights agreement.





*Minimum
      Advertising Fee Guarantee:*





Ten
      contracts were added in the nine months ended September 30, 2008, with a total
      of $715,000 in guarantees, and three contracts sold in the third quarter of
      2007
      contained a multi-year guarantee of minimum advertising fees to our customers.
      These guarantees are for approximately two to six years. The total amount of
      these guarantees is $876,168. We are accruing these guarantees in prepaid
      expenses and other current assets and other long-term liabilities on our
      condensed consolidated balance sheet. A summary of these guarantees for the
      remaining five fiscal years and thereafter ending December 31 is as
      follows:




2008
              
              
              247,1682009
              
              
              169,0002010
              
              
              159,0002011
              
              
              153,0002012
              
              
              101,000Thereafter
              
              
              47,000Total
              
              
              876,168




*ABC
      Advertising Agreement* *:*





On
      September 25, 2007, we entered into a Media Representation Agreement in which
      ABC National Television Sales, Inc. (“ABC”) has agreed to exclusively represent
      us in the areas of advertising sales to the golf industry. Under the agreement,
      ABC will
      provide advertising sales representation for us. ABC will receive commissions
      on
      Net Sales (defined as the gross revenues actually collected by ABC from the
      sale
      of advertisements on the monitors less advertising agency commissions or other
      third party expenses) depending on various factors including timing of the
      advertising contract, identity of advertiser and the type of advertiser.
      ABC will be responsible for all costs associated with its selling efforts and
      will provide all invoicing, collection and inventory tracking functions, amongst
      other things.





The
      Company and ABC terminated this agreement effective November 13, 2008.





*National
      Advertising Partners:*





On
      September 26, 2008, we entered into an agreement with National Advertising
      Partners (“NAP”), the Fox-owned sales unit that represents sport networks across
      the country. NAP will represent and sell a variety of our GPS media inventory,
      with a focus on integrated advertising campaigns, offering advertisers broad
      on-course, on-air and on-line opportunities. ProLink expects to begin
      recognizing revenue under this agreement beginning in the 2009 first quarter.
      However, due to the nature of the contract, there can be no assurances of sales
      by NAP.





On
      October 1, 2008, we entered into a non-exclusive advertising agreement with
      NAP,
      where NAP will sell national advertising on the ProLink Network of GPS screens.
      NAP will gain access to the ProLink Network’s inventory of quarter and full
      screen ads, as well as specific sales opportunities, while creating programs
      integrating digital out-of-home, television, internet and other advertising
      vehicles.





14


PROLINK
      HOLDINGS CORP.


NOTES
      TO
      UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





*Loan
      Commitment*





We
      owe
      Merriman, Curhan and Ford $135,000 for services rendered in connection with
      the
      Credit Facility described in Note 8. Beginning in October 2008, payment will
      be
      $7,500 per month until April 2010.





*SEC
      Comment Letter*





The
      Company received a SEC Comment Letter dated July 8, 2008. As of September 17,
      2008, we had adequately addressed all of the questions in the SEC Comment
      Letter.





**10.** **Stockholders’
      Equity (Deficit)**





***Common
      Stock***





Options
      and warrants exercised during the three month period ended September 30, 2008
      and year ended December 31, 2007 were zero and 3,568,626, respectively,
      resulting in the issuance of zero and 3,268,399 common shares, respectively.
      1,000,000 shares were issued in the first quarter of 2008 as part of our
      financing agreement with Laurus (see Note 8).




On
      April
      14, 2008, an additional 800,000 shares were issued to Merriman, Curhan and
      Ford
      and recorded as offering costs in connection with the Credit Facility, (see
      Note
      8).




On
      July
      20, 2008, 200,000 shares were issued to CEOcast Inc. in connection with a
      consulting agreement.





***Series
      C Convertible Preferred Stock***





The
      Company has 10,000,000 shares of authorized Preferred Stock as of September
      30,
      2008, with zero shares outstanding. A series of Preferred Stock (“Series C
      Convertible Preferred Stock”) consisting of 1,142 shares, with a par value of
      $.001 per share, was issued, and all issued shares were subsequently converted
      to common stock, during 2007.





**11.** **Stock
      Purchase Warrants**





We
      have
      outstanding warrants to purchase shares of our common stock.  Warrants to
      purchase 12,959,142 shares of common stock were outstanding as of September
      30,
      2008, of which 12,742,476 were exercisable.  The exercise price of the
      warrants ranged from $1.22 to $2.00. The weighted average exercise price of
      warrants that were exercisable as of September 30, 2008 and December 31, 2007
      was $1.42 and $1.41, respectively. The weighted average remaining contractual
      life of warrants outstanding as of September 30, 2008 was 3.64 years.





During
      the three months and nine months ended September 30, 2008, stock based
      compensation expense related to warrants were $38,319 and $116,727 respectively,
      compared to $38,319 and $134,126 for the three and nine months ended September
      30, 2007. We utilize the same assumptions for calculating the fair value of
      warrants as we use in calculating the fair value of stock options (see Note
      12).




15


PROLINK
      HOLDINGS CORP.


NOTES
      TO
      UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





**12.** **Stock
        Options**





We
      have a
      2006 Employee, Director and Consultant Stock Plan (the “2006 Plan”) and a 2005
      Employee, Director and Consultant Stock Plan (the “2005 Plan”). All options
      granted under the 2006 Plan and the 2005 Plan have been granted with exercise
      prices at or above the market price on the day of the grant. There are
      10,000,000 shares reserved under the 2005 Plan and 5,000,000 shares reserved
      under the 2006 Plan. Stock based employee compensation cost is recognized as
      a
      component of general and administrative expense in the Unaudited Condensed
      Consolidated Statement of Operations. The Company
      values all share-based payments to employees at estimated fair value on the
      date
      of grant and expenses this value over the applicable vesting period, net of
      estimated forfeitures. The Company’s policy for graded vesting awards is to
      recognize compensation expense on a straight-line basis over the vesting period.
      In addition, the Company also has historically granted a smaller
      number of stock-based awards at various times during the year for new employees,
      promotions and performance achievements.





Effective
      January 1, 2006, we adopted the fair value recognition provisions of SFAS 123R,
      using the modified-prospective transition method. Under that transition method,
      employee compensation cost recognized includes: (i) compensation cost for all
      share-based payments granted prior to, but not yet vested as of, January 1,
      2006, based on the grant date fair value estimated in accordance with the
      original provisions of SFAS 123 and (ii) compensation cost for all share-based
      payments granted subsequent to January 1, 2006 based on the grant date fair
      value estimated in accordance with the provisions of SFAS 123R.





The
      fair
      value of options granted is estimated using the Black-Scholes option-pricing
      model. The assumptions used in the Black-Scholes option-pricing model include
      (i) annual dividend yield, (ii) weighted-average expected life, (iii) risk-free
      interest rate and (iv) expected volatility.





The
      following assumptions were used in estimating the fair value of our options
      granted:


For
                  the Nine Months EndedSeptember
                  30, 2008
              
              September
                  30, 2007Risk-free
                  interest rate
              
              
              3.30-4.99
              %
              
              4.58
              %Weighted
                  average expected life (years)
              
              
              3.0
              
              
              3.0Expected
                  volatility
              
              
              60
              %
              
              60
              %Expected
                  dividends
              
              
              -
              
              
              -




Expected
      volatility and expected life consider (i) historical trends and (ii) ways in
      which future volatility and option lives may differ from those historical
      trends. Historical volatility was computed using daily pricing observations
      for
      a term commensurate with the expected life of the options issued. We believe
      this method produces an estimate that is representative of our expectations
      of
      the volatility over the expected life of our options. The weighted-average
      expected life is based upon share option exercises, pre and post vesting
      terminations and share option term expirations. The risk-free interest rate
      is
      based on the U.S. Treasury security rate estimated for the expected life of
      the
      options at the grant date.





In
      addition, SFAS 123R requires the estimation of forfeitures when recognizing
      compensation expense and that this estimate of forfeitures is adjusted over
      the
      requisite service period should the actual forfeitures differ from such
      estimates. Changes in estimated forfeitures are recognized through a cumulative
      adjustment in the period of the change, which impacts the amount of unamortized
      compensation expense to be recognized in future periods.





Stock
      option exercise prices are equal to the market value of our common stock on
      the
      date of the grant. During the three months ended September 30, 2008 and
      2007,  1,200,000 and 1,060,000 employee options were granted
      and  zero and 553,833 options were forfeited,
      respectively.   During the nine months ended September 30, 2008 and
      2007,  2,600,000 and 1,623,000 employee options were granted
      and  1,486,387 and 875,573 options were forfeited,
      respectively.





During
      the three months and nine months ended September 30, 2008, stock based
      compensation expense related to options was $212,693, and $631,362,
      respectively, compared to $309,871 and $915,184 of stock based employee
      compensation expense during the three months and nine months ended September
      30,
      2007, respectively. As of September 30, 2008, $1,401,375 of total unrecognized
      compensation
      cost related to employee stock options is expected to be recognized over a
      weighted average period of 1.66 years. Additional information relative to our
      employee options outstanding as of September 30, 2008 is summarized
      below:




16





PROLINK
      HOLDINGS CORP.


NOTES
      TO
      UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS




WeightedWeighted
              
              AverageAverage
              
              Remaining
              
              Aggregate
              
              AggregateExercise
                  Price
              
              Contractual
              
              Fair
              
              IntrinsicShares
              
              per
                  Share
              
              Term
                  (1)
              
              Value
              
              Value
                  (2)Outstanding
                  December 31, 2007
              
              
              9,715,252
              
              $
              1.21
              
              
              8.6
              
              $
              9,199,588
              
              $
              644,772Granted
              
              
              2,600,000
              
              
              0.53
              
              
              9.7
              
              
              825,639
              
              
              -Exercised
                  (3)
              
              
              (25,000
              )
              
              0.08
              
              
              -
              
              
              (2,000
              )
              
              -Forfeited
                  or expired
              
              
              (1,486,387
              )
              
              1.43
              
              
              -
              
              
              (1,506,631
              )
              
              -Outstanding
                  September 30, 2008
              
              
              10,803,865
              
              $
              1.02
              
              
              8.2
              
              $
              8,516,596
              
              $
              92,857Exercisable
                  September 30, 2008
              
              
              6,256,300
              
              $
              1.14
              
              
              8.7
              
              $
              6,169,750
              
              $
              92,857


(1)
              Remaining
                  contractual term is presented in
                  years.
 (2)
              The
                  aggregate instrinsic value is calculated as the difference between
                  the
                  exercise price of the underlying awards and the closing price of
                  our common
                  stock as of September 30, 2008, for those awards that have an exercise
                  price currently below the closing price as of September 30, 2008.
Awards
                  with an exercise price above the closing price as of December 31,
                  2007 are
                  considered to have no intrinsic
                  value.
 (3)
              The
                  aggregate intrinsic value for exercised options was zero for the
                  three
                  months ended September 30, 2008 and 2007 and $10,750 and
                  $1,289,544 for the nine months ended September 30, 2008 and
                  2007.




A
      summary
      of the status of the Company's nonvested shares as of September 30, 2008 and
      changes during the nine months ended September 30, 2008 is presented
      below:


WeightedAverageGrant-DateShares
              
              Fair
                  ValueNonvested
                  stock options at December 31, 2007
              
              
              3,613,937
              
              $
              0.91Granted
              
              
              2,600,000
              
              
              0.32Vested
              
              
              (719,771
              )
              
              0.74Forfeited
              
              
              (946,601
              )
              
              0.92Nonvested
                  stock options at September 30, 2008
              
              
              4,547,565
              
              $
              0.52







**13.** **Net
      Loss Per Share**





Since
      we
      incurred a loss from continuing operations for the three and nine month periods
      ended September 30, 2008 and 2007, potentially dilutive shares applicable to
      convertible preferred stock, senior secured convertible notes, options and
      warrants to purchase shares of stock were not included in the computation of
      diluted net loss per common share because their effect would be anti-dilutive.
      Potentially dilutive common shares for both the three months and nine months
      ended September 30, 2008 were 1,212,996 and 1,294,942, respectively, and for
      the
      three months and nine months ended September 30, 2007 were 1,482,415 and
      1,684,622, respectively. Dilutive common shares give effect to securities,
      such
      as stock options, warrants, and convertible securities which have the potential
      to be exercised.




17




PROLINK
      HOLDINGS CORP.


NOTES
      TO
      UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


For
                  the Three Months Ended
              
              For
                  the Nine Months EndedSeptember
                  30,
              
              September
                  30,2008
              
              2007
              
              2008
              
              2007Net
                  loss applicable to common shareholders
              
              $
              (1,586,773
              )
              
              (992,235
              )
              $
              (3,718,611
              )
              
              (8,698,918
              )Weighted-average
                  common shares outstanding (for basic EPS)
              
              
              49,017,882
              
              
              46,394,212
              
              
              48,282,106
              
              
              41,055,218Add:Dilutive
                  share-based employee compensation (a)
              
              
              -
              
              
              -
              
              
              -
              
              
              -Dilutive
                  warrant shares (a)
              
              
              -
              
              
              -
              
              
              -
              
              
              -Dilutive
                  convertible term note (b)
              
              
              -
              
              
              -
              
              
              -
              
              
              -Weighted-average
                  common shares outstanding (for diluted EPS)
              
              
              49,017,882
              
              
              46,394,212
              
              
              48,282,106
              
              
              41,055,218Basic
                  EPS
              
              $
              (0.03
              )
              $
              (0.02
              )
              $
              (0.08
              )
              $
              (0.21
              )Diluted
                  EPS
              
              $
              (0.03
              )
              $
              (0.02
              )
              $
              (0.08
              )
              $
              (0.21
              )


a)
        1,212,996 and 1,482,415 of unexercised employee stock options and warrants
        were
        not included in the computation of diluted EPS for the three months ended
        September 30, 2008 and 2007, because to do so would have been anti-dilutive.
        (a)
        1,294,942 and 1,684,622 of unexercised employee stock options and warrants
        were
        not included in the computation of diluted EPS for the nine months ended
        September 30, 2008 and 2007, because to do so would have been
        anti-dilutive.
 
 b)
        As of
        September 30, 2008, the convertible term debt instrument could not be converted
        into common stock due to the minimum stock price conversion feature. However,
        had the minimum stock price conversion feature been met along with other
        stipulations for conversion contained in the agreement, the convertible term
        debt could potentially have been converted to 4,195,229 shares of common
        stock.
        These shares were not included in the computation of diluted EPS for the
        periods
        ended September 30, 2008 because to do so would have been
        anti-dilutive.


**14.** **Related
      Party Transactions**





On
      May
      16, 2008, ProLink Solutions, LLC, d/b/a ProLink Capital entered into an
      agreement with FOC Financial Limited Partnership (“FOC”) (the “FOC Agreement”)
      whereby FOC purchased the rights to collect fees and other payments under a
      certain agreement, dated April 3, 2008, by and between ProLink and Pacific
      Air
      Forces (“PACAF”) for $1,761,000 (the “Purchase Price”) (the “PACAF Agreement”).
      Under the PACAF Agreement, we agreed to install, service, support and maintain
      our Global Positioning System (“GPS”). Pursuant to the FOC Agreement and in
      consideration of the Purchase Price, we agreed to remarket to certain available
      purchasers any units of GPS that may be returned on behalf of FOC and, in the
      event of a change in control of ProLink, purchase FOC’s remaining interest in
      the FOC Agreement upon FOC’s election. Steven D. Fisher, Chairman of the Board
      of Directors of ProLink Holdings Corp., is the General Partner of FOC. Mr.
      Fisher’s interest in the FOC Agreement is equal to 50% of the Purchase
      Price.





As
      of
      September 25, 2008, the parties amended and restated the FOC Agreement,
      executing the Amended and Restated Assignment of Lease. As of September 30,
      2008, approximately $1.4 million fees have been collected under this agreement.





As
      of
      July 23, 2008, Steven Fisher, Chairman of the Board of Directors, resigned
      as
      trustee for the Seaside Retreat LLC and the Sheryl Whiteman Trusts. These trusts
      collectively own approximately one million shares of the Company’s outstanding
      common stock.





**15.** **Sales
      and Marketing and Financing Agreements**





*E-Z-Go
      Sales and Marketing Agreement* —
In
      August 2000, ProLink, Inc. entered into a sales and marketing agreement with
      E-Z-Go. As part of the agreement, E-Z-Go arranged for system sales to a
      financing company who then leased the systems to golf courses.
      ProLink, Inc. and subsequently ProLink Holdings Corp., received its cost plus
      a
      standard markup, with the remaining profit split between ProLink and E-Z-Go.
      ProLink also receives 50% of the Pay-for-Play revenue generated from the lease,
      after deductions for finance company debt service, administration fee and
      maintenance. We receive 70% of the administration fee and E-Z-Go receives 30%
      of
      the administration fee. We provide maintenance and service for these courses
      and
      receive compensation for these services. The E-Z-Go agreement expired in
      2005.


18


PROLINK
      HOLDINGS CORP.


NOTES
      TO
      UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS




The
      Company has a past due receivable from E-Z-Go in the amount of $675,227, which
      is net of a reserve $189,283, recorded at September 30, 2008 in connection
      with
      funds due the Company for services rendered under Pay-for-Play agreements billed
      and administered by E-Z-Go. E-Z-Go disagrees with our calculation of the past
      due receivable amount and actually claims an amount due to them. However, we
      believe that we have a strong position and will recover all amounts
      due.





*Financing
      Agreement* —
The
      Company and E-Z-Go were parties to a financing arrangement with an independent
      third party, NC Golf (NCG), a division of National City Bank. This agreement
      expired as of December 31, 2005. Under the agreement, NCG obtained the right
      of
      first refusal to finance new sales. Prior to expiration, all NCG Pay-for-Play
      leases were placed in a pool. ProLink provided NCG a limited guarantee of the
      performance of the Pay-for-Play leases in the portfolio, which has now
      expired.





We
      and
      E-Z-Go have also agreed to remarket, on a best efforts basis, any course assets
      that do not meet minimum performance criteria. We will be compensated for any
      remarketing activity.





During
      the term of the lease, all Pay-for-Play revenue after payment of “debt service’’
and a monthly processing fee of $7,500 is deposited into an escrow account.
      “Debt Service’’ is defined as the amount needed to fully amortize to zero NCG’s
      purchase costs plus a rate of return, over the life of the lease. Funds will
      be
      released from escrow when the minimum reserve amount (less amounts paid by
      E-Z-Go or us) is accumulated in the escrow account. After payment of the service
      and administration cost, any remaining funds will be distributed 90% to us
      and
      10% to NCG. If course assets are sold, any residual amount after payment of
      debt
      service (if any is owed) will be distributed under the same formula. See Note
      5
      for our interest in residual lease equipment.





Certain
      service revenues associated with Pay-for-Play leases are administered under
      an
      arrangement with NCG. Under the terms of the program, the Pay-for-Play
      transactions are pooled and are subject to a maximum reserve of 10% of the
      leases entered into during the first twelve months of the agreement. Further,
      any revenues received from Pay-for-Play transactions in excess of the debt
      service amount is held in escrow, up to an amount equal to the maximum reserve.
      As of September 30, 2008 and December 31, 2007, the reserve, presented in
“Deposits and Other Assets” on the Unaudited Condensed Consolidated Balance
      Sheet was $856,410 for both periods presented.





**16.** **Subsequent
      / Other Events**





*Strategic
      Advisory Board* -
      On
      April 22, 2008, the Company formed a Strategic Advisory Board (the “Advisory
      Board”) which will have up to nine members from a variety of professional
      backgrounds. The Advisory Board will meet regularly and provide the Company
      expert advice on a range of topics to bolster our industry-leading technology,
      golfer-friendly platform, customer support and internal operations. The
      Strategic Advisory Board will operate independent from our seven-member Board
      of
      Directors.





On
      October 14, 2008, Lieutenant General Normand Lezy, retired from the United
      States Air Force, former Vice President National Government Relations and Vice
      President Corporate Affairs of Wal-Mart Stores Inc., and former member of PGA
      of
      America’s Board of Directors from 2004 to 2007, joined the Advisory Board. This
      brings the number of members on the Advisory Board to three. We will continue
      to
      add members as we identify appropriate candidates.





*Advertising
      Agreement*





On
      October 1, 2008, we entered into a non-exclusive advertising agreement with
      National Advertising Partners (“NAP”), where NAP will sell national advertising
      on the ProLink Network of GPS screens. NAP will gain access to the ProLink
      Network’s inventory of quarter and full screen ads, as well as specific sales
      opportunities, while creating programs integrating digital out-of-home,
      television, internet and other advertising vehicles.




19




On
      October 27, 2008, ProLink Solutions, LLC signed an agreement with Neo
      Advertising (“Neo”) under which Neo will represent and sell our GPS media
      inventory in the United Kingdom and Spain. The agreement focuses on integrated
      advertising campaigns combining Neo’s existing network of out-of-home digital
      signage with our on-course advertising capabilities.





On
      November 13, 2008, the Company and ABC terminated the Media Representation
      Agreement, dated September 25, 2007, as described in Note 9.




*Stock
      Options Grants*





On
      November 6, 2008, the Board of Directors granted Lieutenant General Normand
      Lezy, member of the Strategic Advisory Board options to purchase 200,000 shares
      of common stock and Ian Church, Vice President and Managing Director of the
      United Kingdom and Ireland Sales and Operation options to purchase 100,000
      shares of common stock at the exercise price equal to the closing trading price
      of the common stock on November 6, 2008.








20


**PROLINK
      HOLDINGS CORP.**





**Item
      2. Management’s Discussion and Analysis of Financial Condition and
      Results**  **of
      Operations**





**Forward-Looking
      Statement Disclosure** :





This
      Quarterly Report on Form 10-Q, including this Management’s Discussion and
      Analysis of Financial Condition and Results of Operations, contains certain
      forward-looking statements regarding
      future events and our future results that are subject to the safe harbors
      created under the Securities Act of 1933, as amended (the “Securities Act”), and
      the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These
      statements are based on current expectations, estimates, forecasts and
      projections about the industries in which we operate and the beliefs and
      assumptions of our management. Words such as “expects,” “anticipates,”
“targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,”
“estimates,” “continues,” “may,” “could,” “foresees,” “should,” and variations
      of such words and similar expressions are intended to identify such
      forward-looking statements. In addition, any statements that refer to
      projections of our future financial performance, our anticipated growth and
      trends in our businesses, and other characterizations of future events or
      circumstances are forward-looking statements. Readers are cautioned that these
      forward-looking statements are only predictions and are subject to risks,
      uncertainties, and assumptions that are difficult to predict, including those
      identified in our Annual Report on Form 10-KSB for the year ended
      December 31, 2007 under “Risk Factors,” and elsewhere herein. Therefore,
      actual results may differ materially and adversely from those expressed in
      any
      forward-looking statements. We undertake no obligation to revise or update
      any
      forward-looking statements for any reason.





The
      following discussion should be read in conjunction with the Condensed
      Consolidated Financial Statements and Notes filed with or in this Quarterly
      Report on Form 10-Q and our Annual Report on Form 10-KSB for the year ended
      December 31, 2007, including the factors set forth in the section titled
“Forward-Looking Statements” and other factors affecting future results, as well
      as our other filings made with the Securities and Exchange Commission (the
      “SEC”).





The
      principal offices of ProLink Holdings Corp. (the “Company”) are located at 410
      South Benson Lane, Chandler, Arizona 85224 (telephone number (480) 961-8800
      and
      website address http://www.goprolink.com). The Company makes available its
      reports on Form 10-KSB, 10-Q, and 8-K (as well as all amendments to these
      reports) on its website, at the Investor Relations section, free of charge,
      as
      soon as practicable after they have been electronically filed with the
      SEC.





The
      Company files annual, quarterly and current reports, proxy statements and other
      information with the SEC under the Exchange Act. These reports and other
      information filed by the Company may be read and copied at the Public Reference
      Room of the SEC, 100 F Street N.E., Washington, D.C. 20549. Information may
      be
      obtained about the Public Reference Room by calling the SEC at 1-800-SEC-0330.
      The SEC also maintains an Internet site that contains reports, proxy statements,
      and other information about issuers, like the Company, which file electronically
      with the SEC. The address of that site is http://www.sec.gov.





**General**





ProLink
      Holdings Corp. has two wholly-owned operating subsidiary, ProLink
      Solutions, LLC, and ProLink UK, Limited.





ProLink
      currently develops and markets electronic yardage and management information
      systems (“Systems”), utilizing Global Positioning Satellites (GPS) to golf
      courses in North America, South America, Europe, France, the Middle East, Japan,
      China, South Africa and Australia.





While
      the
      Systems provide yardage information for golfers, their primary benefit is their
      course management functionality to the golf course. ProLink offers maintenance
      services for all of its products.





Substantially
      all of the assets and operations of ProLink are located in Chandler, Arizona.
      International sales are made to companies in foreign countries which have
      executed distribution agreements with ProLink, except for the UK and Canada,
      where ProLink sells directly to publicly-held and privately-held companies
      that
      own and operate golf courses.





On
      October 13, 2008, we announced that we will be opening an office in the United
      Kingdom to serve markets in England, Scotland, Ireland and Wales.





On
      September 25, 2008, ProLink Solutions, LLC signed an agreement with Total News
      Golf to install our systems at golf courses and resorts throughout South
      America. Total News Golf will install and service our systems in countries
      including Argentina, Brazil, Colombia, Paraguay, Uruguay and Chile. Total News
      Golf and ProLink will partner on the advertising platform on the
      ProLink-installed courses throughout the continent.




21




On
      September 26, 2008, we entered into an agreement with National Advertising
      Partners (“NAP”), the Fox-owned sales unit that represents sport networks across
      the country. NAP will represent and sell a variety of our GPS media inventory,
      with a focus on integrated advertising campaigns, offering advertisers broad
      on-course, on-air and on-line opportunities. ProLink expects to begin
      recognizing revenue under this agreement beginning in the 2009 first quarter.
      However, due to the nature of the contract, there can be no assurances of sales
      by NAP.





On
      October 1, 2008, we entered into a non-exclusive advertising agreement with
      NAP,
      where NAP will sell national advertising on the ProLink Network of GPS screens.
      NAP will gain access to the ProLink Network’s inventory of quarter and full
      screen ads, as well as specific sales opportunities, while creating programs
      integrating digital out-of-home, television, internet and other advertising
      vehicles.





On
      October 27, 2008, ProLink Solutions, LLC signed an agreement with Neo
      Advertising (“Neo”) under which Neo will represent and sell our GPS media
      inventory in the United Kingdom and Spain. The agreement focuses on integrated
      advertising campaigns combining Neo’s existing network of out-of-home digital
      signage with our on-course advertising capabilities.





The
      market for GPS systems within the golf industry is extremely competitive and
      although there are a large number of courses worldwide and our penetration
      into
      the market is small, there are a finite number that fit our strategic
      demographic area. The typical golf course customer has been a high-end daily
      fee
      or resort course that is available to the public for play. Our results of
      operations are affected by local and national economic trends, weather that
      affects golf courses, technology changes in the GPS industry and the product
      development of our competitors, among other factors.





**Current
      Economic Environment/Outlook**





Recent
      turmoil in the geopolitical environment in many parts of the world and changes
      in energy costs may continue to put pressure on global economic conditions.
      Our
      operating results may also be affected by uncertain or changing economic
      conditions such as the challenges that are currently affecting economic
      conditions in the United States. If global economic and market conditions,
      or
      economic conditions in the United States or other key markets, remain uncertain
      or persist, spread, or deteriorate further, we may experience material impacts
      on our business, operating results, and financial condition.





**Results
      of Operations**





The
      financial results for the three and nine months ended September 30, 2008 and
      2007 referred to in this discussion should be read in conjunction with the
      Condensed Consolidated Statements of Operations contained in this Quarterly
      Report on Form 10-Q. Results for interim periods may not be indicative of the
      results for the full year.





22





**Three
      Months Ended September 30, 2008 and 2007**




**Three
                  Months Ended****September
                  30,**
              
              **September
                      30,**
              
              **Change****2008**
              
              **2007**
              
              **$**
              
              **%****REVENUES:**New
                  System Sales
              
              
              4,171,365
              
              
              5,089,853
              
              
              (918,488
              )
              
              -18.1
              %Service
                  Revenue
              
              
              896,272
              
              
              697,844
              
              
              198,428
              
              
              28.4
              %Finance
                  Revenue, net
              
              
              302,579
              
              
              226,611
              
              
              75,968
              
              
              33.5
              %Advertising
                  Revenue
              
              
              257,539
              
              
              555,001
              
              
              (297,462
              )
              
              -53.6
              %Other
                  Revenue
              
              
              58,615
              
              
              22,987
              
              
              35,628
              
              
              155.0
              %**TOTAL
                  REVENUE**
              
              
              5,686,370
              
              
              6,592,296
              
              
              (905,926
              )
              
              -13.7
              %**COST
                  OF REVENUES:**New
                  System Cost
              
              
              1,721,926
              
              
              2,312,145
              
              
              (590,219
              )
              
              -25.5
              %Service
                  Cost
              
              
              912,898
              
              
              856,774
              
              
              56,124
              
              
              6.6
              %Advertising
                  Cost
              
              
              91,963
              
              
              220,848
              
              
              (128,885
              )
              
              -58.4
              %Finance
                  Cost
              
              
              54,559
              
              
              11,412
              
              
              43,147
              
              
              378.1
              %Other
                  Cost
              
              
              6,834
              
              
              29,784
              
              
              (22,950
              )
              
              -77.1
              %**TOTAL
                  COST OF REVENUE**
              
              
              2,788,180
              
              
              3,430,963
              
              
              (642,783
              )
              
              -18.7
              %**GROSS
                  MARGIN**
              
              
              2,898,190
              
              
              3,161,333
              
              
              (263,143
              )
              
              -8.3
              %**TOTAL
                  OPERATING EXPENSES**
              
              
              3,976,215
              
              
              3,566,503
              
              
              409,712
              
              
              11.5
              %**LOSS
                  FROM OPERATIONS**
              
              
              (1,078,025
              )
              
              (405,170
              )
              
              672,855
              
              
              -166.1
              %**OTHER
                  INCOME (EXPENSE):**Interest
                  Expense
              
              
              389,249
              
              
              587,333
              
              
              (198,084
              )
              
              -33.7
              %Other
                  Income (Expense)
              
              
              119,499
              
              
              (268
              )
              
              119,767
              
              
              N/A**TOTAL
                  OTHER (INCOME) EXPENSE**
              
              
              508,748
              
              
              587,065
              
              
              (78,317
              )
              
              -13.3
              %**LOSS
                  BEFORE TAXES**
              
              
              **(1,586,773**
              **)**
              
              **(992,235**
              **)**
              
              **(594,538**
              **)**
              
              **59.9**
              **%**








Revenue:





Total
      revenue was approximately $5.7 million and $6.6 million for the three months
      ended September 30, 2008 and 2007, respectively, representing a decrease of
      approximately $0.9 million, or 13.7%.





The
      decrease in total revenue was driven primarily by decreases in International
      sales of $1.6 million and Upgrades of $1.0 million. International revenue was
      $0.2 million for the third quarter of 2008 compared to $1.8 million for the
      same
      period of 2007. The decrease in International sales is due to the termination
      of
      our relationship with our international distributor Elumina Iberica S.A and
      Elumina Iberica U.K. in February 2008. For the three month period ending
      September 30, 2008, international sales were 3.7% of overall sales compared
      to
      27.9% for the same period for the prior year.  During
      2008, we established relationships with new international distributors in
      France, Spain, Portugal and South America. Additionally, we had individual
      course sales in Canada. We expect our International sales to increase in the
      coming quarters. By engaging individual distributors for various countries,
      we
      reduce the risk of concentration for any one territory, thus mitigating our
      risk
      exposure for individual customers. On October 13, 2008, we announced that we
      will be opening an office in the United Kingdom to serve markets in England,
      Scotland, Ireland and Wales.




Upgrades
      revenue was $0.4 million in the third quarter of 2008, down from $1.4 million
      in
      the third quarter of 2007. This decrease of $1.0 million in upgraded systems
      is
      due to customers purchasing new systems instead of choosing to upgrade their
      current systems.





Advertising
      revenue was $0.3 million in the third quarter of 2008, down from $0.6 million
      in
      the third quarter of 2007. This decrease is due primarily to the soft economic
      conditions causing major advertisers to reduce their marketing budgets and
      initiatives. We have signed an agreement with Neo on October 27, 2008 under
      which Neo will represent and sell our GPS media inventory in the United Kingdom
      and Spain. The agreement focuses on integrated advertising campaigns combining
      Neo’s existing network of out-of-home digital signage with our on-course
      advertising capabilities. We anticipate seeing the impact of this agreement
      in
      2009.




23




Additionally,
      on September 26, 2008, we entered into an agreement with NAP, the Fox-owned
      sales unit that represents sport networks across the country. NAP will represent
      and sell a variety of our GPS media inventory, with a focus on integrated
      advertising campaigns, offering advertisers broad on-course, on-air and on-line
      opportunities. As part of this agreement, we will co-produce thirteen episodes
      of a 30-minute television show on FSN Network on a regional and local basis.
      Fox
      will handle all sales, billings and collection of advertising revenue. There
      are
      five components to this deal: TV commercials, ProLink system screen advertising,
      product placement within the shows, development of an internet website
      initiative and supplemental print advertising. ProLink expects to begin
      recognizing revenue under this agreement beginning in the first quarter of
      2009.
      However, due to the nature of the contract, there can be no assurances that
      the
      television show will be produced until the placement of appropriate sponsors.
      We
      anticipate that our production costs of the program will be minimal and funded
      mainly by the sponsors. Also, on October 1, 2008, we entered into a
      non-exclusive advertising agreement with NAP, where NAP will sell national
      advertising on the ProLink Network of GPS screens. NAP will gain access to
      the
      ProLink Network’s inventory of quarter and full screen ads, as well as specific
      sales opportunities, while creating programs integrating digital out-of-home,
      television, internet and other advertising vehicles.





Offsetting
      these decreases was an increase in Domestic new system revenue. Domestic new
      system revenue of $3.5 million for the third quarter of 2008 was an increase
      $1.7 million from the third quarter 2007 revenue of $1.8 million. An increase
      in
      units drove the increase in Domestic new sales.  Prices
      per unit have been relatively consistent from period to period.  This
      $1.7
      million increase was driven by our increased focus on sales in our domestic
      market to compensate for the loss of international business.




Additionally,
      Service Revenue of $0.9 million for the third quarter 2008, increased by $0.2
      million from third quarter 2007 revenue of $0.7 million driven by the increase
      in the number of courses serviced monthly.





Cost
      of Revenues:





Cost
      of
      revenues for the three months ended September 30, 2008 were $2.8 million, which
      is a decrease of $0.6 million compared to $3.4 million of the same period in
      2007. The decreased cost was related to the lower volume of International ($0.7
      million) and Upgrades ($0.5 million). The decrease in International cost of
      revenues is a result of the termination of the agreement with our previous
      distributor and reflects the result of the decrease in International sales.
      Similarly, Upgrades cost of revenue decrease is the result of lower upgrades
      sales due to customers deciding to purchase new systems instead of upgrading
      their current system.




Offsetting
      these decreases was an increase in Domestic cost of revenue of $0.7 million.
      This 97.1% increase from $0.8 million for third quarter 2007 to $1.5 million
      for
      third quarter 2008 is due primarily to the increase volume of Domestic system
      unit sales.





Gross
      Margin





Gross
      margin for the three months ended September 30, 2008 was approximately $2.9
      million, or 51.0% of total revenues, compared to approximately $3.2 million,
      or
      48.0% of total revenues, for the three months ended September 30, 2007, an
      increase of 3.0 percentage points. Gross margin was impacted by the items
      above.





Gross
      margin on system sales was 58.7% for the three months ended September 30, 2008
      versus 48.0% for the three months ended September 30, 2007, an increase of
      4.1%
      overall. This is due primarily to the increase in the margin for Upgrades,
      66.5%
      for third quarter 2008 versus 51.4% for third quarter 2007. The increase in
      margin is due to customers upgrading near the end of the financing agreement
      which yields a greater profit margin on the upgrade revenue.




Gross
      margin was also significantly impacted by the improvement in our Service margin
      for the three months ended September 30, 2008, a loss margin of 1.9%, up from
      a
      loss margin of 22.8% for the three months ended September 30, 2007, an
      improvement of 20.9%. Management expects continued improvement on Service margin
      performance as newer service contracts tend to be at higher rates, as well
      as
      improved proximity of golf courses which results in more efficient service
      technician time and less travel expenses (offset to some degree by the increased
      cost of travel experienced worldwide due to the sharp increase in fuel prices).




The
      Finance margin decreased 13.0%, to 82.0% for the third quarter of 2008 compared
      to 95% for the third quarter of 2007. This decrease is primarily due to the
      remaining length of the terminating contract versus the length of the new
      contract.




24




Management
      expects gross margins on system sales to continue to improve in 2008 and 2009
      with continued sales of pre-owned GameStar systems at higher than average gross
      margin. Additionally, advertising gross margins are expected to increase as
      administrative expenses are not expected to grow proportionally to increases
      in
      advertising revenues. Further, service gross margins are projected to become
      profitable by 2009 as more courses adopt the ProLink GPS systems.




Operating
      Expenses





Total
      Operating Expenses:





Total
      operating expenses increased by $0.4 million, or 11.5%, to $4.0 million for
      the
      three months ended September 30, 2008 from $3.6 million over the same period
      in
      2007. These increases were relating to Partner Management and Customer Support
      of $0.3 million and General and Administrative costs of $0.3 million. Offsetting
      these increases were lower Sales and Marketing costs of approximately $0.1
      million and Research & Development costs of $0.1 million.





Sales
      and
      Marketing:





Sales
      and
      Marketing expenses of $0.7 million decreased by $0.1 million for the three
      months ended September 30, 2008 from $0.8 million for the three months ended
      September 30, 2007. The decrease in Sales and Marketing expenses was primarily
      driven by a reduction in headcount and the associated salary and travel
      expenses.





Research
      and Development:




Research
      and Development expenses decreased by $0.1 million due to the elimination of
      the
      Research and Development department that was based in Ohio. Therefore, in 2008,
      we continue to expect only minimal costs associated with the Research and
      Development department.




General
      and Administrative:





General
      and Administrative costs of $2.5 million for the three months ended September
      30, 2008 increased by $0.4 million, or 17.1%, compared to the three months
      ended
      September 30, 2007 of $2.1 million. This increase is primarily related to
      increased legal fees reflective of the legal proceedings detailed in the Legal
      Proceeding Section in this report.





Partner
      Management and Customer Support:




The
      Partner Management group is the centralized department that is responsible
      for
      handling all of our existing golf course customer needs other than maintenance.
      Partner Management and Customer Support expenses were $0.8 million for the
      three
      months ended September 30, 2008, compared to $0.5 million for the same period
      in
      2007, an increase of $0.3 million or 52.4%. This increase is primarily related
      to the capacity variance recognition. The capacity variance reallocates costs
      from cost of sales to operational expense. The basis of the capacity variance
      relates to excess employee capacity in the installation and graphics areas.
      During time not spent installing or upgrading courses to new systems, employees
      perform operations related activities (“OPEX”), primarily focusing on customer
      satisfaction, re-training course personnel and building partner relationships.
      Inventory support and production personnel utilize down time to concentrate
      on
      non-production specific projects. Graphics department personnel will work on
      marketing initiatives of ProLink and changing of graphics to the most cutting
      edge version available. Recognizing the nature of the projects and training
      allows proper allocation of the capacity variance between cost of sales and
      operating expense charges. This year we have redoubled our efforts to provide
      unparalleled service to our customers. Last year, our service personnel
      contributed efforts to installing courses, whereas this year service personnel
      focus exclusively on service. This shift in focus has increased our capacity
      variance in actual dollars spent as the service personnel no longer mitigate
      the
      higher cost of installing courses due primarily to freight and travel expense
      increases, which are directly related to the increase in fuel
      prices.





25





**Nine
      Months Ended September 30, 2008 and 2007**




**For
                  the Nine Months Ended****September
                  30,**
              
              **September
                  30,**
              
              **Change****2008**
              
              **2007**
              
              **$**
              
              **%****REVENUES:**New
                  System Sales
              
              
              14,402,661
              
              
              14,815,252
              
              
              (412,591
              )
              
              -2.8
              %Service
                  Revenue
              
              
              2,261,120
              
              
              1,895,170
              
              
              365,950
              
              
              19.3
              %Finance
                  Revenue, net
              
              
              832,538
              
              
              1,208,396
              
              
              (375,858
              )
              
              -31.1
              %Advertising
                  Revenue
              
              
              430,366
              
              
              708,534
              
              
              (278,168
              )
              
              -39.3
              %Other
                  Revenue
              
              
              161,884
              
              
              157,662
              
              
              4,222
              
              
              2.7
              %**TOTAL
                  REVENUE**
              
              
              18,088,569
              
              
              18,785,014
              
              
              (696,445
              )
              
              -3.7
              %**COST
                  OF REVENUES:**New
                  System Cost
              
              
              6,846,878
              
              
              7,350,967
              
              
              (504,089
              )
              
              -6.9
              %Service
                  Cost
              
              
              2,202,730
              
              
              2,585,607
              
              
              (382,877
              )
              
              -14.8
              %Advertising
                  Cost
              
              
              158,473
              
              
              287,108
              
              
              (128,635
              )
              
              -44.8
              %Finance
                  Cost
              
              
              106,338
              
              
              167,729
              
              
              (61,391
              )
              
              -36.6
              %Other
                  Cost
              
              
              18,108
              
              
              79,232
              
              
              (61,124
              )
              
              -77.1
              %**TOTAL
                  COST OF REVENUE**
              
              
              9,332,527
              
              
              10,470,643
              
              
              (1,138,116
              )
              
              -10.9
              %**GROSS
                  MARGIN**
              
              
              8,756,042
              
              
              8,314,371
              
              
              441,671
              
              
              5.3
              %**TOTAL
                  OPERATING EXPENSES**
              
              
              11,002,297
              
              
              12,052,451
              
              
              (1,050,154
              )
              
              -8.7
              %**INCOME
                  (LOSS) FROM OPERATIONS**
              
              
              (2,246,255
              )
              
              (3,738,080
              )
              
              1,491,825
              
              
              -39.9
              %**TOTAL
                  OTHER (INCOME) EXPENSE**
              
              
              1,472,356
              
              
              1,239,900
              
              
              232,456
              
              
              18.7
              %**LOSS
                  BEFORE TAXES**
              
              **$**
              **(3,718,611**
              **)**
              **$**
              **(4,977,980**
              **)**
              
              **1,259,369**
              
              
              **-25.3**
              **%**




Revenue:





Total
      revenue was approximately $18.1 million and $18.8 million for the nine months
      ended September 30, 2008 and 2007, respectively, representing a decrease of
      approximately $0.7 million, or 3.7%.




The
      decrease in total revenue was driven primarily by decreases in International
      sales of $5.3 million, Finance of $0.4 million and Advertising of $0.3 million.
      International revenue was $0.8 million for the nine months ended September
      30,
      2008 versus $6.1 million for the same period of 2007. The decrease in
      International sales is due to the termination of our relationship with our
      international distributor Elumina Iberica S.A and Elumina Iberica U.K. in
      February 2008. For the nine month period ending September 30, 2008,
      International sales were 4.7% of overall sales compared to 32.7% for the same
      period for the prior year. Our former international distributor accounted for
      $6.4 million in revenues for the full year 2007. During 2008, we established
      relationships with new international distributors including distribution
      agreements for France, Spain, Portugal and South America, as well as individual
      course sales in Canada. As a result of these relationships, we generated $0.8
      million in sales during the nine months ended September 30, 2008 and we expect
      our International sales to increase in the coming quarters. By engaging
      individual distributors for various countries, we reduce the risk of
      concentration for any one territory, thus mitigating our risk exposure for
      individual customers. The decrease in Finance sales for the nine month period
      of
      2008 of $0.8 million compared to 2007 of $1.2 million is due to the decision
      of
      customers eligible for lease renewals to upgrade to our newer systems rather
      than refinance their existing systems during the first quarter of the
      year.




Our
      Advertising revenues were $0.4 million for the nine months ending September
      30,
      2008, a decrease of $0.3 million compared to $0.7 million revenue for the same
      period in 2007. Advertising revenues continued to fall short of last year’s
      levels as the economy continues to negatively impact most business sectors,
      resulting in major cutbacks to advertising budgets. We have signed an agreement
      with Neo on October 27, 2008 under which Neo will represent and sell our GPS
      media inventory in the United Kingdom and Spain. The agreement focuses on
      integrated advertising campaigns combining Neo’s existing network of out-of-home
      digital signage with our on-course advertising capabilities. We anticipate
      seeing the impact of this agreement in 2009.




26




Additionally,
      on September 26, 2008, we entered into an agreement with NAP, the Fox-owned
      sales unit that represents sport networks across the country. NAP will represent
      and sell a variety of our GPS media inventory, with a focus on integrated
      advertising campaigns, offering advertisers broad on-course, on-air and on-line
      opportunities. As part of this agreement, we will co-produce thirteen episodes
      of a 30-minute television show on FSN Network on a regional and local basis.
      Fox
      will handle all sales, billings and collection of advertising revenue. There
      are
      five components to this deal: TV commercials, ProLink system screen advertising,
      product placement within the shows, development of an internet website
      initiative and supplemental print advertising. ProLink expects to begin
      recognizing revenue under this agreement beginning in the first quarter of
      2009.
      However, due to the nature of the contract, there can be no assurances that
      the
      television show will be produced until the placement of appropriate sponsors.
      We
      anticipate that our production costs of the program will be minimal and funded
      mainly by the sponsors. Also, on October 1, 2008, we entered into a
      non-exclusive advertising agreement with NAP, where NAP will sell national
      advertising on the ProLink Network of GPS screens. NAP will gain access to
      the
      ProLink Network’s inventory of quarter and full screen ads, as well as specific
      sales opportunities, while creating programs integrating digital out-of-home,
      television, internet and other advertising vehicles.





Offsetting
      these decreases were increases in Domestic system revenue of $3.2 million and
      Upgrades of $1.6 million. Both increases were driven by our increased focus
      on
      sales in these areas. Domestic system revenue was $9.1 million through the
      third
      quarter 2008 compared to $5.8 million for the same period of 2007. An increase
      in units drove the increase along with our previously announced sales agreement
      with Pacific Air Force (“PACAF”) totaling approximately $3.7 million overall, as
      we continued installing courses for this customer on various Air Force bases.
      This sale was financed by a related party as outlined in Note 14 of the
      Condensed Consolidated Financial Statements. Pursuant to the FOC Agreement
      and
      in consideration of the Purchase Price, we agreed to remarket to certain
      available purchasers any units of GPS that may be returned on behalf of FOC
      and,
      in the event of a change in control of ProLink, purchase FOC’s remaining
      interest in the FOC Agreement upon FOC’s election. The Company may elect to
      continue the financing arrangement with FOC if the opportunity is available.
      As
      a result of these relationships, we generated $1.4 million in sales during
      the
      nine months ended September 30, 2008.




Upgrades
      revenue of $4.5 million through the third quarter of 2008 increased from $2.9
      million for the same period of last year. Upgrades were primarily driven by
      upgrades from our Gamestar systems to ProStar CPO and ProStar systems. Both
      ProStar systems offer increased functionality of course management and enhanced
      communication between the golfer, clubhouse and other course amenities.




Service
      revenue increased by $0.4 million to $2.3 million for the period ending
      September 30, 2008, from $1.9 million for the same period of 2007. This increase
      was a direct result of the additional courses that have been installed over
      the
      past 12 months, contributing by both volume (229 courses or 28% increase based
      on course equivalent).




Cost
      of Revenues:





Cost
      of
      revenues for the nine months ended September 30, 2008 of $9.3 million decreased
      by approximately $1.1 million compared to the same period in 2007 of $10.4
      million. Driving the decrease were International ($2.7 million), Service ($0.4
      million) and Advertising (0.1 million). The decrease in International cost
      of
      revenues is a result of the termination of the agreement with our previous
      distributor and reflects the result of the decrease in international sales.
      The
      Service cost decrease is driven by the decreased number of installed courses
      under service contract with direct billing from us. Our portfolios with E-Z-Go
      and NC Golf contain courses billed by those entities, with disbursements to
      us
      as certain pool requirements are satisfied. As part of the systems upgrade
      there
      is a lag time (grace period) of three to six months granted to the course
      whereby service payments are abated. The Company expects service revenue in
      the
      future to increase from its current level in the coming months. Advertising
      cost
      of revenue is primarily due to the shortfall of advertising
      revenue.




Offsetting
      the decreased cost of revenue were increased costs related to the higher volume
      of Domestic sales. Cost of Domestic sales increased by $1.5 million to $4.3
      million from $2.8 million for the same period last year, an increase of 51.5%.
      Upgrades cost of revenue also increased by $0.8 million from $2.2 million for
      the nine months ended September 2008 as compared to $1.4 million for the same
      period of 2007, an increase of 54.2%. Both of these increases in cost are
      primarily due to the increase volume in revenue, which was 56.7% for Domestic
      New Systems and 55.2% for Upgrades for the nine months ended September 2008.




Gross
      Margin





Gross
      margin for the nine months ended September 30, 2008 was approximately $8.8
      million, or 48.4% of total revenues, compared to approximately $8.3 million,
      or
      44.3% of total revenues, for the nine months ended September 30, 2007. Gross
      margin was impacted by the items above.




27




Gross
      margin on system sales was 52.5% for the nine months ended September 30, 2008
      versus 50.4% for the nine months ended September 30, 2007, due primarily to
      price reductions negotiated with vendors and labor-directed budget cuts
      implemented early in 2008. The International margins also increased 2.8% for
      the
      year to date period ended September 30, 2008 compared to the same period of
      the
      prior year because our new International distributors have price and volume
      incentives as well as different cost structures than our former International
      distributor..




Domestic
      system sales margin increased by 1.6%, to 52.6% for the nine months ended
      September 30, 2008 from 51.0% for the same period of 2007. The increase is
      primarily due to price reductions negotiated with vendors magnified by a volume
      increase. The 1.6% third quarter 2008 increase in gross margin relates to an
      approximate 8% cost decrease in the combined elements of raw materials, employee
      labor costs and travel costs. The significance of the 8.0% net reduction lies
      in
      the decreased labor costs resulting from budget cuts implemented in the first
      quarter of 2008 offset by higher travel costs due to fuel price increases in
      2008.




Gross
      margin was most significantly impacted by the improvement in our Service margin
      for the nine months ended September 30, 2008, a positive margin of 2.6%, up
      from
      a loss margin of 36.4% for the nine months ended September 30, 2007. This margin
      improvement was amplified by the nearly 20% growth in service revenues.
      Management expects the positive trend of gross margin on system sales to
      continue to improve in 2008 from continued sales of pre-owned GameStar systems
      at higher than average gross margin. Additionally, management also expects
      continued improvement on service margin performance as newer service contracts
      at higher rates are combined with improved proximity of golf courses, resulting
      in more efficient service technician time and less travel expenses. Therefore,
      the positive trends of increased Domestic sales and Service revenue to continue
      at near the same growth ratio.




Operating
      Expenses





Total
      Operating Expenses:





Total
      operating expenses decreased by $1.0 million, or 8.7%, to $11.0 million for
      the
      nine months ended September 30, 2008, from $12.0 million over the same period
      in
      2007. The decrease is primarily related to lower Sales and Marketing costs
      of
      approximately $1.0 million, lower Research and Development costs of $0.7 million
      and lower General and Administrative costs of $0.1 million. These decreases
      were
      tempered by an increase in expenses in Partner Management and Customer Support
      of $0.7 million.





Sales
      and
      Marketing:





Sales
      and
      Marketing expenses of $2.2 million decreased by $1.0 million for the nine months
      ended September 30, 2008 from $3.2 million for the nine months ended September
      30, 2007. The Sales and Marketing decrease was primarily driven by a reduction
      in headcount and the associated salary, bonus and travel expenses. Also
      contributing to the decrease in expenses were lower advertising and commission
      expenses.





Research
      and Development:




Research
      and Development (R&D) expenses decreased by $0.7 million due to the
      elimination of the R&D department that was based in Ohio; therefore, in
      2008, we expect minimal costs associated with the R&D department. We do
      continue to explore new product lines and accessories. As such, there will
      always be some portion of operating costs attributable to R&D activity,
      whether performed by our employees or outsourced to a specialty
      company.




General
      and Administrative:





General
      and Administrative costs of $6.2 million for the nine months ended September
      30,
      2008 decreased by $0.2 million, or 1.8%, compared to the nine months ended
      September 30, 2007 of $6.4 million. This decrease is primarily related to a
      decrease in headcount for back office support departments associated with the
      implementation of our strategic plan described previously in the gross margin
      section.





Partner
      Management and Customer Support:





The
      Partner Management group is the centralized department that is responsible
      for
      handling all of our existing golf course customer needs other than maintenance.
      Partner management and customer support expenses were $2.5 million for the
      nine
      months ended September 30, 2008, compared to $1.8 million for the same period
      in
      2007, an increase of $0.7 million or 41.6%. This increase is primarily related
      to the capacity variance recognition. The capacity variance reallocates costs
      from cost of sales to operational expense. The basis of the capacity variance
      relates to excess employee capacity in the installation and graphics areas.
      During time not spent installing or upgrading courses to new systems, employees
      perform operations related activities (“OPEX”), primarily focusing on customer
      satisfaction, re-training course personnel and building partner relationships.
      Inventory support and production personnel utilize down time to concentrate
      on
      non-production specific projects. Graphics department personnel will work on
      marketing initiatives of ProLink and changing of graphics to the most cutting
      edge vision available. Recognizing the nature of the projects and training
      allows proper allocation of the capacity variance between cost of sales and
      operating expense charges.




28




Liquidity
      and Capital Resources





Historically,
      the Company has incurred substantial operating losses, requiring it to seek
      capital in the forms of both debt and equity. Unfortunately, the company has
      not
      achieved sales levels to produce profitability. Therefore, our cash balances,
      cash flows and new credit facilities may not be sufficient to meet our expected,
      recurring operating commitments and to fund planned capital expenditures
      throughout 2009. Consequently, we are exploring additional financing
      possibilities. Management has taken several actions to ensure that the Company
      will continue as a viable entity through December 31, 2008, including the
      implementation of a plan to reduce overhead expenses and personnel, and
      reductions in discretionary expenditures. Further, as discussed in Note 8 of
      the
      Unaudited Condensed Consolidated Financial Statements, filed herewith, the
      Company has entered into a revised agreement with Calliope Capital Corporation
      for an increase in the Company’s term loan by $2,100,000 and an increase in the
      Company’s revolving credit facility of $1,000,000.




Our
      current priorities for the use of our cash are investment in projects intended
      to generate additional revenue, increase our product delivery and operational
      effectiveness, and fund our liquidity needs.




At
      September 30, 2008, we had $727,924 in cash and cash equivalents, compared
      to
      $2,829,496 at December 31, 2007.





Cash
      used
      in operating activities was $1,056,516 and $10,261,656 for the nine months
      ended
      September 30, 2008 and 2007, respectively. The decrease in cash provided by
      operating activities primarily relates to cash used in working capital
      components, which was $1.4 million and $7.4 million, for the nine months ended
      September 30, 2008 and 2007, respectively.




Cash
      used
      for investing activities was $81,156 and $560,525 for the nine months ended
      September 30, 2008 and 2007, respectively.




Financing
      activities used $963,900 in net cash for the nine months ended September 30,
      2008, compared to $10,193,744 raised for the same period in 2007. The financing
      activities primarily related to the principal payments on debt offset by
      proceeds from our credit facility with Calliope Capital Corporation.




Impact
      of Capital Markets Environment





The
      global money and capital markets have been experiencing periods of liquidity
      disruption and rate volatility for more than 12 months.  Liquidity, rate,
      and credit concerns were further exacerbated during September 2008, fed by
      heightened concerns about the global financial system after the Lehman Brothers’
Holding Company (Lehman) bankruptcy, the sale of Merrill Lynch to Bank of
      America, the U.S. government conservatorship of Fannie Mae and Freddie Mac,
      the
      U.S. government’s loan to American International Group, Inc., and similar
      instances of banking and financial distress and government action in the United
      Kingdom, Europe, and elsewhere.  If these unprecedented levels of
      volatility and disruption experienced since September continue or worsen,
      the Company’s funding capabilities, liquidity position, and ability to arrange
      financing for its system sales will be further impacted.





Laurus
      Agreement :





On
      April
      10, 2008, we entered into a definitive Amended and Restated Security Agreement
      (the “Amended Agreement”) with Valens U.S. SPV I, LLC, Valens Offshore SPV I,
      Ltd., PSource Structured Debt Limited, Calliope Capital Corporation
      (collectively, the “Lenders” and each a "Lender") and LV Administrative
      Services, Inc., as collateral agent for the Lenders. The Amended Agreement
      amended and restated in its entirety the Security Agreement we entered into
      with
      Calliope Capital Corporation (and subsequently assigned to the other lenders)
      on
      August 17, 2007.





The
      $12,100,000 credit facility made available under the Amended Agreement (the
      “Credit Facility”), which increased the facility under the original agreement by
      an aggregate amount of $3,100,000, consists of an (i) amended and restated
      secured revolving note issued to Calliope Capital Corporation, which increased
      the principal amount from loaned thereunder $5,000,000 to $6,000,000 (the
“Revolver”) (ii) and a term loan (the “Term Loan”), consisting of amended and
      restated secured convertible term notes issued to each of Valens U.S. SPV I,
      LLC, Valens Offshore SPV I, Ltd. and PSource Structured Debt Limited, in the
      principal amounts of $1,465,325, $2,298,375 and $2,336,300, respectively
      (collectively, the “Term Notes”), which increased the aggregate principal amount
      loaned thereunder from $4,000,000 to $6,100,000. The Revolver matures on
      August 31, 2010, and the Term Loan matures on August 31, 2012 and requires
      amortization of its principal balance in 60 equal monthly payments beginning
      on
      October 1, 2008 subject to acceleration upon the occurrence of an event or
      default. On and after August 17, 2008, the holder has the right to convert
      any
      portion of the outstanding amount of principal due under the Term Loan into
      shares of our common stock, at a fixed conversion price per share of (a) $1.35
      with respect to the first $2,100,000 of the principal amount; (b) $1.40 with
      respect to the next $1,333,334 of the principal amount; (c) $1.50 with respect
      to the next $1,333,334 of the principal amount; and (d) $1.67 with respect
      to
      the remaining $1,333,332 of the principal amount. Pursuant to and in connection
      with the Amended Agreement, we granted to the Lenders a security interest in
      our
      assets, property and intellectual property, and pledged to the Lenders the
      Company’s ownership interest in ProLink Solutions.




29




The
      borrowings under the Revolver and the Term Loan will bear interest at a rate
      per
      annum equal to the “prime rate” published in The Wall Street Journal from time
      to time plus 2.5%, subject to a floor of 9% and a cap of 13%. Upon an event
      of
      default under the loan, we are obligated to pay additional interest on the
      outstanding principal balance in an amount equal to 2% per month until the
      default is cured. The Agreement requires us to meet certain financial tests,
      including, on the last day of each fiscal quarter commencing with the fiscal
      quarter ending September 30, 2009: a consolidated EBITDA (as defined
      in the Amended Agreement) for the prior four fiscal quarters of not less than
      $5,000,000; a consolidated leverage ratio not greater than 4.0 to 1.0; and
      a
      consolidated fixed charge coverage ratio (as defined in the Amended Agreement)
      for the prior four fiscal quarters of not less than 1.0 to 1.0.





In
      connection with the Credit Facility, we are required to pay an additional
      interest calculated at 2% of gross revenues (not including third party payments)
      payable in cash monthly on the 15th of each month for a period no less than
      10
      years, the first payment of which is due by October 15, 2008. We have the option
      to prepay this additional interest obligation, and have the option of paying
      20%
      of such monthly amount in shares of our common stock so long as the number
      of
      such shares does not exceed 25% of the average number of shares of our common
      stock traded per day for the 20 consecutive trading days prior to such payment
      date. The number of shares will be determined using the average closing trading
      price for the 20 consecutive trading days prior to such payment made.
      Notwithstanding the results of the preceding calculation, we have the option
      to
      pay at least ten percent of such monthly amounts in shares of our common
      stock.




In
      connection with and subject to the closing of the Credit Facility, and pursuant
      to a proposal letter, we issued to Laurus Master Fund, Ltd., in favor of the
      Lenders, an aggregate of 1,000,000 shares of our common stock, which will be
      subject to a lock-up period until September 30, 2008, during which
      time such shares cannot be sold or otherwise transferred without our prior
      written consent. Additionally, for the period from October 1, 2008 until March
      31, 2009, any dispositions made by Laurus Master Fund, Ltd. and the Lenders
      will
      be subject to the volume limitations under Rule 144 of the Securities Act of
      1933, as amended.




In
      connection with the Credit Facility, we entered into an amended and
      restated registration rights agreement (the “Amended Registration Rights
      Agreement”) with the Lenders, which amended and restated in its entirety that
      certain Registration Rights Agreement we entered into on August 17, 2007
      with Calliope Capital Corporation. Pursuant to the Amended Registration Rights
      Agreement, we will file a registration statement registering for resale the
      shares issued to Laurus Master Fund, Ltd., shares of common stock issuable
      upon
      conversion of the Term Notes and shares of common stock issuable upon exercise
      of the warrants issued pursuant to the original agreement, and use commercially
      reasonable efforts to cause such registration statement to become
      effective as soon as possible after filing and no later than September 27,
      2008. In the event that the registration statement is not filed or declared
      effective when due, or if the Amended Registration Rights
      Agreement ceases to be effective during the required period in the Amended
      Registration Rights Agreement for more than 20 consecutive trading days or
      for a
      period of 30 trading days in the aggregate per year, or if our common stock
      is
      not listed or quoted or is suspended from trading on any trading market for
      a
      period of three consecutive trading days without cure within 30 days of notice
      thereof, then in addition to any rights available to the Lenders under the
      Amended Registration Rights Agreement or applicable laws, we are required to
      pay
      to each Lender an amount in cash equal to 1% of the aggregate original principal
      amount of the Term Loan, calculated on a daily basis for each 30-day period
      until such event is cured.




In
      connection with the Credit Facility, the Company entered into an amended and
      restated registration rights agreement (the “Amended Registration Rights
      Agreement”) with the Lenders, which amended and restated in its entirety that
      certain Registration Rights Agreement, dated as of August 17, 2007, by and
      among
      the ProLink Entities and Calliope, as disclosed in the Company’s Current Report
      on Form 8-K filed with the Securities and Exchange Commission on August 22,
      2007. Pursuant to the Amended Registration Rights Agreement, the Company will
      file a registration statement (the “Registration Statement”), registering for
      resale the Closing Shares, shares of common stock issuable upon conversion
      of
      the Term Notes and shares of common stock issuable upon exercise of the warrants
      issued pursuant to the Original Agreement, and use commercially reasonable
      efforts to cause such Registration Statement to become effective as soon as
      possible after filing and no later than September 27, 2008. In the event
      that the Registration Statement is not filed or declared effective when due,
      or if the Registration Statement ceases to be effective during the
      required period set forth in the Amended Registration Rights Agreement, for
      more than 20 consecutive trading days or for a period of 30 trading days in
      the
      aggregate per year, or if the Company’s common stock is not listed or quoted or
      is suspended from trading on any trading market for a period of three
      consecutive trading days without cure within 30 days of notice thereof, then
      in
      addition to any rights available to the Lenders under the Amended Registration
      Rights Agreement or applicable laws, the Company is required to pay to each
      Lender an amount in cash equal to 1% of the aggregate original principal amount
      of the Term Loan, calculated on a daily bais for each 30-day period, until
      such
      event is cured.




30




As
      of
      September 30, 2008, the accounts receivable balance includes $1,441,000, which
      is net of a reserve of approximately $556,000, pertaining to our Pay-for-Play
      contracts with NCC and E-Z-Go. The $1,997,000 has been outstanding in excess
      of
      24 months. Although we are currently in negotiations with these companies to
      recover the amounts due and although we believe we are due the entire amount,
      including the $556,000 previously taken as a reserve, there is no assurance
      that
      we will collect all or any of these receivables. We continue to provide course
      maintenance services under the agreements which expire at various dates between
      now and 2010 and we believe that as these agreements expire there will be an
      impetus to finalize the negotiations and settle the receivable.





We
      will
      continue to monitor the status of these receivables and the progress of
      negotiations and to adjust the reserves as, and if, appropriate. Any increased
      write down of the account receivable would have a negative impact on our net
      worth and the inability to collect these receivables would adversely affect
      our
      anticipated cash flow from operations and our operating performance,
      particularly as we continue to incur expenses by providing services under the
      related contracts.





Off-Balance
      Sheet Arrangements:





The
      Company has no off-balance sheet arrangements that have or are reasonably likely
      to have a current or future effect on the Company’s financial condition, changes
      in financial condition, revenues or expenses, results of operations, liquidity,
      capital expenditures or capital resources that are material to
      investors.





Summary
      of Critical Accounting Policies and Estimates:





The
      discussion and analysis of our financial condition and results of operations
      are
      based upon our condensed consolidated financial statements, which have been
      prepared pursuant to the rules and regulations of the SEC. Certain information
      related to our organization, significant accounting policies and footnote
      disclosures normally included in financial statements prepared in accordance
      with accounting principles generally accepted in the United States have been
      condensed or omitted. The preparation of the financial statements in accordance
      with accounting principles generally accepted in the United States requires
      us
      to make estimates and assumptions that affect the amounts reported in the
      financial statements and accompanying notes. On an ongoing basis, we evaluate
      our estimates related to (i) useful lives of intangibles;
      (ii) impairment analyses; (iii) depreciable lives of assets;
      (iv) income tax valuation allowances; (v) contingency and litigation
      reserves; (vi) inventory valuation; (vii) allowances for accounts
      receivable, cash discounts, sales incentives and sales returns;
      (viii) valuation assumptions for share-based payments and (ix) valuation of
      lease residuals. We base
      our estimates on historic experience and various other factors related to each
      circumstance. Actual results could differ from those estimates based upon future
      events, which could include, among other risks, changes in the business
      environment in which we operate and changes in the regulations governing the
      manner in which we manufacture and/or sell our products.





There
      are
      several accounting policies that we believe are significant to the presentation
      of our financial statements and require management’s most difficult, complex or
      subjective judgments about matters that are inherently uncertain. We believe
      our
      most critical accounting policies include (i) revenue recognition;
      (ii) use of estimates, which is described more fully above, and
      (iii) the carrying values of goodwill, lease residuals and other long-lived
      assets. Our significant accounting policies and critical accounting estimates
      are disclosed more fully in our Annual Report on Form 10-KSB for the year ended
      December 31, 2007.





To
      further clarify our direct system sales, we have historically arranged a third
      party leasing company to provide financing for any golf course not paying in
      cash. Therefore, the financing contract would be between the course and the
      leasing company. We would recognize the revenue from the sale of the equipment
      at the time of the acceptance of the system by the golf course. In addition,
      we
      would record our residual interest in the equipment at this time pursuant FASB
      Technical Bulletin 86-2, *Accounting
      for an Interest in the Residual Value of a Leased Asset: Acquired by a Third
      Party or Retained by a Lessor That Sells the Related Minimum Rental
      Payments* .




During
      2007, we modified our approach so that we contract directly with the golf
      course. As such, any leasing contracts are between ProLink and the golf course.
      These lease contracts qualify as sales-type leases pursuant to FASB 13, *Accounting
      for Leases* .
      The
      lease is then sold to a third party leasing company. Generally, this is
      accomplished at the time of the lease signing, however, in some instances has
      taken up to 90 days to complete. This transfer to the third party leasing
      company is accounted for as a sale of the lease pursuant to SFAS 140, *Accounting
      for Transfers and Servicing of Financial Assets and Extinguishments of
      Liabilities.*




31




We
      do not
      believe there have been any other significant changes to our critical accounting
      policies and estimates subsequent to December 31, 2007.





Recently
      Issued Accounting Pronouncements





The
      recently issued accounting pronouncements and adopted accounting are discussed
      in the notes to the unaudited condensed consolidated financial statements
      included elsewhere herein.




**Item
      3. Quantitative and Qualitative About Market Risk**





Not
      applicable because we are a smaller reporting company.





**Item
      4T. Controls and Procedures**




***Evaluation
      of Disclosure Controls and Procedures.***





We
      maintain disclosure controls and procedures (as defined in Rules 13a-15(e)
      and
      15d-15(e) under the Exchange Act that are designed: (i) to ensure that
      information required to be disclosed in the reports that we file or submit
      under
      the Exchange Act is recorded, processed, summarized and reported within the
      time
      period specified in the SEC’s rules and forms and (ii) to ensure that such
      information is accumulated and communicated to management, including Mr.
      Lawrence Bain, our Principal Executive Officer and Principal Financial Officer,
      to allow for timely decisions regarding required disclosure. Our management,
      with the participation of our Principal Executive Officer and Principal
      Financial Officer, evaluated the effectiveness of our disclosure controls and
      procedures as of the end of the period covered by this report, and, based on
      that evaluation, our Principal Executive Officer and Principal Financial Officer
      has concluded that our disclosure controls and procedures (as defined in Rules
      13a-15)e) and 15d-15(e) are effective.





***Changes
      in Internal Control over Financial Reporting*** .





We
      have
      evaluated our internal control over financial reporting as of the end of our
      third fiscal quarter of 2008, the period covered by this Quarterly Report on
      Form 10-Q, as discussed above. There were no changes in our internal control
      over financial reporting (as such term is defined in Rule 12a-15(f) and
      15d-15(f) under the Exchange Act) within the fiscal quarter to which this report
      relates that have materially affected, or are reasonably likely to materially
      affect, the Company’s internal control over financial reporting.





**PART
      II — OTHER INFORMATION**





**Item
      1. Legal Proceedings** .





On
      May
      15, 2006, a suit was filed against us in the Superior Court, Complex Litigation
      Docket, Hartford, Connecticut by Blackledge Country Club, Inc. The suit is
      based
      on a Service Agreement that was entered into for a GPS system manufactured,
      supplied, maintained and installed by the Company or with Textron (a
      contractor). The Company has indemnified Textron from claims from Blackledge.
      In
      the third party complaint, Blackledge alleges claims for indemnification, breach
      of contract and breach of warranty, fraud and negligent misrepresentation
      against Textron and the Company. The case was mediated on July 29, 2008. We
      agreed to pay $25,000 into the pool at NC Golf subject to Blackledge paying
      $80,000 into the pool. This payment is reflected in our results as of September
      30, 2008.





In
      November, 2007, ProLink filed a patent litigation action and declaratory
      judgment action (the “Patent Litigation”) against GPS Industries, Inc. (“GPSI”),
      UpLink Corporation and two of GPSI’s golf course customers (collectively, the
“Defendants”) in the United States District Court for the District of Arizona.
      The Patent Litigation alleges that each Defendant infringes upon one or more
      of
      the ProLink’s three asserted patents and that an UpLink patent, which contains
      claims directed at advertising, is not infringed and is invalid due to prior
      art. The Defendants raise various defenses and counterclaims. Three Defendants
      are seeking a declaratory judgment that one or all of the ProLink’s asserted
      patents is/are invalid and/or not infringed. Defendants GPSI and UpLink have
      moved to dismiss ProLink’s declaratory judgment claims. A settlement conference
      previously scheduled for August 25, 2008, has been rescheduled for February
      17,
      2009. At September 30, 2008, no liability has been reported in the accompanying
      Condensed Consolidated Financial Statements for any potential loss arising
      from
      this counterclaim.




32




In
      a
      related case, on July
      16, 2008, GPS Industries, Inc. filed a complaint in the Northern District of
      Illinois alleging patent infringement.  The complaint alleges that ProLink,
      and two other defendants LinksCorp, Inc., and ABC National Television Sales,
      Inc., each infringed one or both, U.S. Patent No. 5,685,786 (the “‘786 Patent”)
      and U.S. Patent No. 5,438,518 (the “‘518 Patent”), and alleges common law claims
      of slander of title and unfair competition against ProLink relating to the
‘518
      Patent. On
      September 12, 2008, ProLink filed its Answer, Affirmative Defenses and
      Counterclaims (“Answer”), wherein ProLink denied that it has infringed or is
      infringing the ‘786 Patent and/or the ‘518 Patent. ProLink’s Answer also
      asserted counterclaims seeking a declaratory judgment that the ‘518 Patent is
      invalid, unenforceable and not infringed, and that ProLink has rights to the
      ‘518 Patent. Regarding
      the '786 Patent, as discussed above, ProLink had previously filed in November,
      2007 in the United States District Court for the District of Arizona a complaint
      against GPSI and Uplink Corporation asking for a judgment that the '786 Patent was
      invalid and seeking a declaratory judgment that ProLink does not infringe
      '786 Patent . At
      September 30, 2008, no liability has been reported in the accompanying Condensed
      Consolidated Financial Statements for any potential loss arising from this
      claim.





On
      February 8, 2008, the Company filed a Request for Arbitration with the
      International Chamber of Commerce (ICC) International Court of Arbitration
      in
      relation to a breach of contract dispute against Elumina Iberica, S.A, Elumina
      Iberica UK Limited, GP ADS, S.L. and GP ADS LTD and related parties as a result
      of multiple breaches, including non-payment, in connection with the previously
      announced acquisition of Elumina. The acquisition agreement was terminated
      in
      2008. The arbitration hearing has been scheduled for January 12,
      2009.




On
        April
        25, 2008 the Company filed a Demand for Arbitration with the American
        Arbitration Association against David Chessler and his related entities in
        relation to multiple breaches by Chessler of a November 7, 2005 Settlement
        Agreement. These breaches include claims that Chessler or his entities acquired
        additional GPS systems in Europe, Chessler’s placement of GPS systems in Mexico,
        Chessler’s marketing GPS equipment while failing to disclose that said equipment
        was “used”, and Chessler’s financing non single course GPS systems. Chessler has
        filed counter claims in the arbitration that the Company has interfered with
        the
        sale or lease of GPS systems in breach of the Settlement Agreement. The Company
        does not believe that any loss is probable and accordingly has not accrued
        a
        liability related to this complaint as of September 30, 2008.


On
      May
      26, 2008, Roblor Marketing Group, Inc. (“Roblor”) filed a lawsuit in the United
      States District Court for the Southern District of Florida alleging that ProLink
      and nine other defendants have infringed and continue to infringe United States
      Patent Number 5,507,485 (the “‘485 Patent”). On July 25, 2008, ProLink filed its
      Answer, Affirmative Defenses and Counterclaims (the “Answer”), wherein ProLink
      denied that it has infringed or is infringing the ‘485 Patent. ProLink’s Answer
      also asserted counterclaims seeking a declaratory judgment that the ‘485 Patent
      is invalid, unenforceable and not infringed. At September 30, 2008, no liability
      has been reported in the accompanying Condensed Consolidated Financial
      Statements for any potential loss arising from this claim.





On
      July
      3, 2008, Mr. Kevin Clarke, t/a Elumina Iberica UK, ("Mr. Clarke") issued
      proceedings for defamation in the Queen's Bench Division of the English High
      Court against Mr. Lawrence Bain and ProLink Holdings Corp. Mr. Clarke alleges
      that statements made by ProLink and Mr. Bain, in his capacity as CEO of ProLink,
      concerning the relationship between ProLink and Mr. Clarke, Elumina Iberica
      UK
      and Elumina Iberica SA are defamatory of him. Mr. Clarke is seeking injunctive
      relief and unspecified damages. ProLink and Mr. Bain deny liability and intend
      to vigorously defend the proceedings. At September 30, 2008, no liability has
      been reported in the accompanying Condensed Consolidated Financial Statements
      for any potential loss arising from this claim.





We
      are
      involved in other disputes arising in the ordinary course of business. Such
      disputes taken in the aggregate are not expected to have a material adverse
      impact on ProLink.





**Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds** .





On
      July
      20, 2008, 200,000 shares of the Company’s common stock were issued in relation
      to CEOcast, Inc. in connection with a consulting agreement. The issuance of
      the
      shares was made in reliance on the exemption from registration pursuant to
      Section 4(2) of the Securities Act of 1933, as amended.





**Item
      3. Defaults Upon Senior Securities** .





None.





**Item
      4. Submission of Matters to a Vote of Security Holders** .





None.





**Item
      5. Other Information** .





None.





**Item
      6. Exhibits**




33





**INDEX
      OF EXHIBITS**












**Exhibit**
              **Number**
            **Description**31.1
            Certification of Principal
              Executive Officer and Principal Financial Officer Pursuant to Securities
              and Exchange Act Rule 13a-14, as Adopted Pursuant to Section 302 of
              the Sarbanes-Oxley Act of 2002. +32.1
            Certification of Principal Executive
              Officer
              and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350,
              as
              Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
              +









34


**SIGNATURES**





Pursuant
      to the requirements of the Securities Exchange Act of 1934, the registrant
      has
      caused this report to be signed on its behalf by the undersigned thereunto
      duly
      authorized.





Date:
      November 14, 2008


PROLINK
              HOLDINGS
              CORP.By:
            /s/ Lawrence
              D. BainLawrence
              D. BainChief
              Executive Officer and Chief Financial Officer(Authorized
                Officer, Principal Executive Officer and Principal
              Financial
                Officer)




35