##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-QSB
 þ
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2007
 o
    
    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.
  Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    30-0280392
(I.R.S. Employer
Identification No.)410 South Benson Lane, Chandler, AZ
(Address of principal executive offices)
    
    85224
(Zip Code)
 (480) 961-8800
  þ o
  o o þ
 o þ
  o þ




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##### 



PROLINK HOLDINGS CORP.
FOR THE PERIODS ENDED SEPTEMBER 30, 2007 AND 2006
FORM 10-QSB
 TABLE OF CONTENTS
 PagePART IDescriptionItem 1. Financial StatementsUnaudited Condensed Consolidated Statement of Operations (unaudited) Three and Nine Months Ended
September 30, 2007 and 2006
    
    
    3Condensed Consolidated Balance Sheets 
September 30, 2007 (Unaudited) and December 31, 2006
    
    
    4Unaudited Condensed Consolidated Statements of Cash Flows (Unaudited) 
Three and Nine Months Ended September 30, 2007 and 2006
    
    
    5Notes to Unaudited Condensed Consolidated Financial Statements (Unaudited)
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    25Item 3. Controls and Procedures
    
    
    36PART IIDescriptionItem 1. Legal Proceedings
    
    
    36Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    36Item 3. Defaults Upon Senior Securities
    
    
    37Item 4. Submission of Matters to a Vote of Security Holders
    
    
    37Item 5. Other Information
    
    
    37Item 6. Exhibits
    
    
    38Signatures
    
    
    42Exhibit 10.0Exhibit 10.01Exhibit 31.1Exhibit 31.2Exhibit 32.1
   2




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##### Table of Contents



PROLINK HOLDINGS CORP.
 
 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 For the Three Months Ended
    
    
    For the Nine Months EndedSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006REVENUES:New System SalesDomestic
    
    $
    1,853,167
    
    
    $
    1,863,001
    
    
    $
    5,946,416
    
    
    $
    5,269,997International
    
    
    1,842,125
    
    
    
    1,167,895
    
    
    
    6,133,653
    
    
    
    5,185,922Upgrades
    
    
    1,417,548
    
    
    
    508,857
    
    
    
    2,892,845
    
    
    
    2,880,276Total New System Sales
    
    
    5,112,840
    
    
    
    3,539,753
    
    
    
    14,972,914
    
    
    
    13,336,195Service Revenue
    
    
    697,844
    
    
    
    838,481
    
    
    
    1,895,170
    
    
    
    2,058,013Finance Revenue, net
    
    
    226,611
    
    
    
    1,428,915
    
    
    
    1,208,396
    
    
    
    2,441,390Advertising Revenue
    
    
    555,001
    
    
    
    13,487
    
    
    
    708,534
    
    
    
    42,067TOTAL REVENUE
    
    
    6,592,296
    
    
    
    5,820,636
    
    
    
    18,785,014
    
    
    
    17,877,665COST OF REVENUES:New System Cost:Domestic
    
    
    751,779
    
    
    
    904,103
    
    
    
    2,837,190
    
    
    
    2,726,451International
    
    
    871,623
    
    
    
    682,070
    
    
    
    3,123,961
    
    
    
    2,846,244Upgrades
    
    
    688,743
    
    
    
    258,345
    
    
    
    1,389,816
    
    
    
    1,261,893Total New System Cost
    
    
    2,312,145
    
    
    
    1,844,518
    
    
    
    7,350,967
    
    
    
    6,834,588Service Cost
    
    
    856,774
    
    
    
    677,966
    
    
    
    2,585,607
    
    
    
    2,065,609Other Cost
    
    
    262,044
    
    
    
    
    
    
    
    534,069
    
    
    
    TOTAL COST OF REVENUE
    
    
    3,430,963
    
    
    
    2,522,484
    
    
    
    10,470,643
    
    
    
    8,900,197GROSS MARGIN
    
    
    3,161,333
    
    
    
    3,298,152
    
    
    
    8,314,371
    
    
    
    8,977,468OPERATING EXPENSES:Sales and Marketing
    
    
    750,859
    
    
    
    842,381
    
    
    
    3,182,085
    
    
    
    2,250,266Partner Management and Customer Support
    
    
    540,340
    
    
    
    667,171
    
    
    
    1,794,038
    
    
    
    2,119,920Research and Development
    
    
    139,687
    
    
    
    229,489
    
    
    
    713,893
    
    
    
    588,410General and Administrative
    
    
    2,135,617
    
    
    
    1,442,886
    
    
    
    6,362,435
    
    
    
    3,970,210TOTAL OPERATING EXPENSES
    
    
    3,566,503
    
    
    
    3,181,927
    
    
    
    12,052,451
    
    
    
    8,928,806INCOME (LOSS) FROM OPERATIONS
    
    
    (405,170
    )
    
    
    116,225
    
    
    
    (3,738,080
    )
    
    
    48,662OTHER (INCOME) EXPENSE:Interest Expense
    
    
    587,333
    
    
    
    129,869
    
    
    
    1,273,157
    
    
    
    298,548Gain on Early Extinguishment of Debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (929,577
    )Other (Income) Expense
    
    
    (268
    )
    
    
    1,794
    
    
    
    (33,257
    )
    
    
    (387,524
    )TOTAL OTHER (INCOME) EXPENSE
    
    
    587,065
    
    
    
    131,663
    
    
    
    1,239,900
    
    
    
    (1,018,553
    )INCOME (LOSS) BEFORE TAXES
    
    
    (992,235
    )
    
    
    (15,438
    )
    
    
    (4,977,980
    )
    
    
    1,067,215Income Tax Provision
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    213,434NET INCOME (LOSS)
    
    
    (992,235
    )
    
    
    (15,438
    )
    
    
    (4,977,980
    )
    
    
    853,781Dividends on Series C Preferred Shares
    
    
    
    
    
    
    
    
    
    
    (3,720,938
    )
    
    
    NET INCOME (LOSS) APPLICABLE
TO COMMON SHAREHOLDERS
    
    $
    (992,235
    )
    
    $
    (15,438
    )
    
    $
    (8,698,918
    )
    
    $
    853,781BASIC EARNINGS (LOSS) PER COMMON SHARE
    
    $
    (0.02
    )
    
    $
    (0.00
    )
    
    $
    (0.21
    )
    
    $
    0.02DILUTED EARNINGS (LOSS) PER COMMON SHARE
    
    $
    (0.02
    )
    
    $
    (0.00
    )
    
    $
    (0.21
    )
    
    $
    0.02WEIGHTED AVERAGE SHARES OUTSTANDING:Basic
    
    
    46,394,212
    
    
    
    34,877,781
    
    
    
    41,055,218
    
    
    
    34,692,799Diluted
    
    
    46,394,212
    
    
    
    34,877,781
    
    
    
    41,055,218
    
    
    
    40,038,251
 The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements
  3




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##### Table of Contents



PROLINK HOLDINGS CORP.
 
 CONDENSED CONSOLIDATED BALANCE SHEET
 September 30,
    
    
    December 31,2007
    
    
    2006(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    1,819,917
    
    
    $
    2,448,354Accounts receivable, net of an allowance for doubtful accounts
of $686,143 and $628,660, respectively
    
    
    7,990,182
    
    
    
    2,701,343Inventories, net of allowance of $239,683 and $410,055
    
    
    2,778,041
    
    
    
    2,364,236Prepaid expenses and other current assets
    
    
    813,614
    
    
    
    559,562TOTAL CURRENT ASSETS
    
    
    13,401,754
    
    
    
    8,073,495EQUIPMENT, NET
    
    
    832,357
    
    
    
    855,383INTANGIBLE ASSETS, net of accumulated amortization of $993,963 and $726,465
    
    
    2,040,741
    
    
    
    2,308,239GOODWILL
    
    
    259,149
    
    
    
    INTEREST IN RESIDUAL LEASE EQUIPMENT
    
    
    4,893,618
    
    
    
    4,404,366DEPOSITS AND OTHER ASSETS
    
    
    3,132,938
    
    
    
    960,078TOTAL ASSETS
    
    $
    24,560,557
    
    
    $
    16,601,561LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)CURRENT LIABILITIES:Accounts payable
    
    $
    4,436,037
    
    
    $
    4,586,311Accrued liabilities
    
    
    1,225,089
    
    
    
    1,914,662Current portion of long-term debt and short-term financing
    
    
    3,689,395
    
    
    
    5,485,188Deferred revenue
    
    
    217,832
    
    
    
    316,276TOTAL CURRENT LIABILITIES
    
    
    9,568,353
    
    
    
    12,302,437LONG-TERM DEBT, NET OF CURRENT PORTION
    
    
    5,751,835
    
    
    
    3,708,805OTHER LONG-TERM LIABILITIES
    
    
    130,000
    
    
    
    TOTAL LIABILITIES
    
    
    15,450,188
    
    
    
    16,011,242COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS EQUITY (DEFICIT):Common shares, par value $.0001; 200,000,000 shares authorized;
47,038,107 and 34,927,781 issued and outstanding
at September 30, 2007 and December 31, 2006
    
    
    4,704
    
    
    
    3,493Additional paid-in capital
    
    
    33,541,134
    
    
    
    16,323,377Accumulated deficit
    
    
    (24,435,469
    )
    
    
    (15,736,551
    )TOTAL STOCKHOLDERS EQUITY (DEFICIT)
    
    
    9,110,369
    
    
    
    590,319TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY
(DEFICIT)
    
    $
    24,560,557
    
    
    $
    16,601,561
 The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements
  4




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##### Table of Contents



PROLINK HOLDINGS CORP.
 
 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Nine Months EndedSeptember 30, 2007
    
    
    September 30, 2006Net income (loss)
    
    $
    (4,977,980
    )
    
    $
    853,781Adjustments to reconcile net income (loss) to cash used in operating activities:Depreciation and amortization
    
    
    549,266
    
    
    
    359,522Stock-based compensation
    
    
    1,049,310
    
    
    
    283,522Amortization of warrants related to financing
    
    
    441,931
    
    
    
    Non-cash
interest payment
    
    
    78,705
    
    
    
    Loss on disposal of equipment
    
    
    
    
    
    
    16,298Gain on early extinguishment of debt
    
    
    
    
    
    
    (929,577
    )Non-cash component of Yamaha gain
    
    
    
    
    
    
    (441,123
    )Residual value of leases
    
    
    (489,252
    )
    
    
    (583,585
    )Provision for uncollectible receivables
    
    
    61,673
    
    
    
    (16,107
    )Provision for obsolete and slow moving inventory
    
    
    
    
    
    
    (295,612
    )Accretion of discount on notes payable
    
    
    426,759
    
    
    
    Gain on reduction of reserves
    
    
    
    
    
    
    (397,201
    )Gain on sale of available-for-sale investments
    
    
    
    
    
    
    (10,649
    )Deferred income taxes
    
    
    
    
    
    
    213,434Changes in working capital components:Accounts receivable
    
    
    (5,350,512
    )
    
    
    (2,975,985
    )Inventories
    
    
    (413,805
    )
    
    
    (1,007,943
    )Prepaid expenses and other assets
    
    
    (829,460
    )
    
    
    (167,478
    )Accounts payable
    
    
    (150,274
    )
    
    
    2,260,319Accrued liabilities
    
    
    (689,573
    )
    
    
    (636,534
    )Deferred revenue
    
    
    (98,444
    )
    
    
    (162,711
    )Other long-term accrued liabilities
    
    
    130,000
    
    
    
    Net cash used in operating activities
    
    
    (10,261,656
    )
    
    
    (3,637,629
    )CASH FLOWS FROM INVESTING ACTIVITIES:Purchase of property and equipment
    
    
    (131,375
    )
    
    
    (159,395
    )Purchase of Scorecast
    
    
    (429,150
    )
    
    
    Asset acquisition
    
    
    
    
    
    
    (1,600,000
    )Proceeds from the sale of fixed assets
    
    
    
    
    
    
    13,464Proceeds from sale of available-for-sale investments
    
    
    
    
    
    
    478,649Net cash used in investing activities
    
    
    (560,525
    )
    
    
    (1,267,282
    )CASH FLOWS FROM FINANCING ACTIVITIES:Principal payments on debt
    
    
    (10,109,573
    )
    
    
    (1,172,789
    )Debt extinguishment
    
    
    
    
    
    
    4,260,000Proceeds from sale of Series C Convertible Preferred Stock and receipt of
stock subscriptions receivables
    
    
    11,420,000
    
    
    
    Fees paid in connection with financing transaction
    
    
    (1,749,872
    )
    
    
    (40,000
    )Proceeds from Laurus term debt
    
    
    
    
    
    
    Proceeds from Laurus factoring agreement
    
    
    6,487,737
    
    
    
    Proceeds from factoring agreement
    
    
    835,907
    
    
    
    Proceeds from FOC factoring agreement
    
    
    1,341,886
    
    
    
    Proceeds from credit facility
    
    
    1,900,000
    
    
    
    Proceeds on the borrowing on notes payable
    
    
    67,659
    
    
    
    37,512Net cash provided by financing activities
    
    
    10,193,744
    
    
    
    3,084,723NET DECREASE IN CASH
    
    
    (628,437
    )
    
    
    (1,820,188
    )Cash and cash equivalents, at beginning of the period
    
    
    2,448,354
    
    
    
    2,102,454Cash and cash equivalents, at end of the period
    
    $
    1,819,917
    
    
    $
    282,266
 The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements
  5




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##### Table of Contents



1.
    
    Organization and Basis of Presentation
 Description of Business
  
 Basis
of Presentation
   2.
    
    Summary of Significant Accounting Policies
 Use of Estimates
 Reclassifications
  6




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##### Table of Contents



Revenue Recognition:
 System sales revenue
 Service revenue
 Financing revenue
 Advertising revenue
 Costs of Revenues and Operating Expenses :
 Cost
of System Sales 
 Cost
of Service 
 Interest in Residual Lease Equipment
 Cost
of Advertising
  7




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##### Table of Contents



Operating
Expense 
 Allowance for Doubtful Accounts
 Allowance for Inventory Obsolescence 
 Net Earnings (Loss) per Share
 Earnings per Share
   8




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##### Table of Contents



For the Three Months Ended
    
    
    For the Nine Months EndedSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Net income (loss) applicable to common shareholders
    
    $
    (992,235
    )
    
    $
    (15,438
    )
    
    $
    (8,698,918
    )
    
    $
    853,781Weighted-average common shares outstanding (for
basic EPS)
    
    
    46,394,212
    
    
    
    34,877,781
    
    
    
    41,055,218
    
    
    
    34,692,799Add:Dilutive share-based employee compensation (a)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,938,640Dilutive warrant shares (a)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    406,812Weighted-average common shares outstanding (for
diluted EPS)
    
    
    46,394,212
    
    
    
    34,877,781
    
    
    
    41,055,218
    
    
    
    40,038,251Basic EPS
    
    $
    (0.02
    )
    
    $
    
    
    
    $
    (0.21
    )
    
    $
    0.02Diluted EPS
    
    $
    (0.02
    )
    
    $
    
    
    
    $
    (0.21
    )
    
    $
    0.02
  Stock-Based
Compensation
    Income Taxes
 Recent Accounting Pronouncements
   9




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##### Table of Contents



Measurements
   10




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##### Table of Contents



3.
    
    ACQUISITIONS:
 Acquisition of ScoreCast:
  Purchase Price:Cash
    
    $
    429,150Stock warrants issued
    
    
    81,916Total purchase price
    
    
    511,066Allocated as follows:Property and equipment
    
    
    100,000Excess purchase price to be allocated
    
    $
    411,066Excess purchase price allocated as follows:Other intangible assets
    
    $
    151,917Goodwill
    
    
    259,149Total allocated
    
    $
    411,066
 Acquisition of Elumina:
    11




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##### Table of Contents



4.
    
    STOCK BASED COMPENSATION
     For the Nine Months EndedSeptember 30, 2007
    
    September 30, 2006Risk-free interest rate
    
    4.71%  -  5.31%
    
    4.58%Expected holding period  years
    
    5 to 6
    
    6Expected volatility
    
    60%
    
    60%Expected dividends
    
    
    
    
    12




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##### Table of Contents



Options
    
    
    Options
    
    
    OptionsOutstanding
    
    
    Expected to Vest
    
    
    ExercisableTotal number of options
    
    
    9,386,419
    
    
    
    8,682,664
    
    
    
    5,838,606Aggregate intrinsic value of options
    
    $
    1,289,544
    
    
    $
    1,289,293
    
    
    $
    1,289,544Weighted average remaining
contractual term (years)
    
    
    8.8
    
    
    
    8.7
    
    
    
    8.4Weighted average exercise price
    
    $
    1.22
    
    
    $
    1.21
    
    
    $
    1.14
  5.
    
    INTEREST IN RESIDUAL LEASE EQUIPMENT
   September 30,
    
    
    December 31,2007
    
    
    2006Residual interests in equipment purchased from E-Z-Go
    
    $
    1,346,646
    
    
    $
    1,760,152Parview residuals acquisition
    
    
    490,932
    
    
    
    601,061Residuals recognized on system sales
    
    
    2,700,935
    
    
    
    1,626,365Yamaha residuals acquisition
    
    
    355,105
    
    
    
    416,788Interest in residual lease equipment
    
    $
    4,893,618
    
    
    $
    4,404,366
  13




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##### Table of Contents



6.
    
    DEPOSITS AND OTHER ASSETS
  September 30,
    
    
    December 31,2007
    
    
    2006Deposits
    
    $
    73,663
    
    
    $
    1,532Course holdbacks, net of reserve
    
    
    63,346
    
    
    
    67,083Deferred financing costs  long-term portion, net of amortization
    
    
    629,433
    
    
    
    35,053Deferred warrant expense, net of amortization
    
    
    724,810
    
    
    
    Deferred advertising commitments  long-term portion
    
    
    130,000
    
    
    
    Deferred development costs, net of amortization
    
    
    240,240
    
    
    
    Deferred acquisition costs
    
    
    70,745
    
    
    
    Scorecast customer list and contracts, net of amortization
    
    
    129,116
    
    
    
    Accounts receivable  long-term portion
    
    
    215,175
    
    
    
    Accounts receivable  NCG restricted cash
    
    
    856,410
    
    
    
    856,410Deposits and other assets
    
    $
    3,132,938
    
    
    $
    960,078
  14




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##### Table of Contents



7.
    
    DEBT
  September 30,
    
    
    December 31,2007
    
    
    2006Revolving credit facility, 101/4%
    
    $
    3,969,007
    
    
    $
    Credit facility, 101/4% senior secured term loan due 2012 (net of discount of $759,029)
    
    
    3,240,971
    
    
    
    Credit facility, 91/4% senior secured term loan due 2009
    
    
    
    
    
    
    2,395,83412% Senior secured notes due 2007 (net of discount of $360,376)
    
    
    
    
    
    
    4,139,62443/4% Optimal license agreement due 2011
    
    
    1,005,873
    
    
    
    1,169,0207.5% GPSI license agreement due 2011 (net of discount of $111,687)
    
    
    728,313
    
    
    
    842,24473/4% Microsoft Capital notes payable due 2010
    
    
    171,485
    
    
    
    221,39873/4% Microsoft Capital notes payable due 2011
    
    
    187,895
    
    
    
    232,06283/4% Microsoft Capital notes payable due 2011
    
    
    77,111
    
    
    
    94,603107/10%First Insurance Funding notes payable due 2007
    
    
    106
    
    
    
    52,5009.5% First Insurance Funding note payable due 2008
    
    
    30,782
    
    
    
    Capital lease obligations
    
    
    29,687
    
    
    
    46,708Total debt
    
    
    9,441,230
    
    
    
    9,193,993Less: Current portion
    
    
    (3,689,395
    )
    
    
    (5,485,188
    )Long-term debt, net of current maturities
    
    $
    5,751,835
    
    
    $
    3,708,805
 Credit Facilities
     15




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##### Table of Contents



16




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##### Table of Contents



12% Senior Secured Notes
  License Agreements
   17




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##### Table of Contents



Microsoft Notes Payables
  8.
    
    ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES
  September 30,
    
    
    December 31,2007
    
    
    2006Wages, commissions and related benefits
    
    $
    498,848
    
    
    $
    928,253Professional fees
    
    
    44,471
    
    
    
    183,446Accrued vendor liability
    
    
    366,572
    
    
    
    318,527Accrued liability for predecessor claims
    
    
    32,727
    
    
    
    150,000Customer deposits
    
    
    
    
    
    
    25,000Accrued interest payable
    
    
    
    
    
    
    65Accrued advertising commitments
    
    
    50,000
    
    
    
    Accrued liability for lease buyouts
    
    
    191,951
    
    
    
    295,521Sales tax payable
    
    
    40,520
    
    
    
    13,850Total accrued expenses and other current liabilities
    
    $
    1,225,089
    
    
    $
    1,914,662
 9.
    
    COMMITMENTS AND CONTINGENCIES
 Litigation:
  Registration Payment Arrangements:
   18




---



##### Table of Contents



Registration Rights Agreement:
    Acquisition of Elumina:
    19




---



##### Table of Contents



Minimum Advertising Fee Guarantee:
  Remainder 2007
    
    $
    2008
    
    
    50,0002009
    
    
    50,0002010
    
    
    40,0002011
    
    
    40,000Total
    
    
    180,000Less current portion
    
    
    (50,000
    )Long-term portion
    
    $
    130,000
 ABC Advertising Agreement :
  10.
    
    STOCKHOLDERS EQUITY (DEFICIT)
  TotalCommon Stock
    
    
    Additional
    
    
    Accumulated
    
    
    StockholdersShares
    
    
    Amount
    
    
    Paid-In Capital
    
    
    Deficit
    
    
    EquityBalance as December 31, 2006
    
    
    34,927,781
    
    
    $
    3,493
    
    
    $
    16,323,377
    
    (
    $
    15,736,551
    )
    
    $
    590,319Series C Preferred Shares converted to common
stock
    
    
    8,622,927
    
    
    
    862
    
    
    
    11,640,090
    
    
    
    
    
    
    
    11,640,952Issuance of Series C and dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,720,938
    )
    
    
    (3,720,938
    )Common stock and warrants issued
    
    
    219,000
    
    
    
    22
    
    
    
    4,624,491
    
    
    
    
    
    
    
    4,624,513Stock-based compensation*
    
    
    
    
    
    
    
    
    
    
    953,503
    
    
    
    
    
    
    
    953,503Exercises of stock-based options* and warrants
    
    
    3,268,399
    
    
    
    327
    
    
    
    (327
    )
    
    
    
    
    
    
    Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,977,980
    )
    
    
    (4,977,980
    )Balance as of September 30, 2007
    
    
    47,038,107
    
    
    $
    4,704
    
    
    $
    33,541,134
    
    (
    $
    24,435,469
    )
    
    $
    9,110,369
 *
 Common Stock
   20




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##### Table of Contents



Series C Convertible Preferred Stock
     Stock Purchase Warrants
    21




---



##### Table of Contents



As of September,
    
    
    As of December 31,2007
    
    
    2006Number of
    
    
    Warrant
    
    
    Number of
    
    
    WarrantWarrants
    
    
    Price Ranges
    
    
    Warrants
    
    
    Price RangesWarrants outstanding
at the beginning of
the period
    
    
    5,371,773
    
    
    $
    1.00 to $2.00
    
    
    
    3,080,121
    
    
    $
    1.00 to $1.50Warrants issued
    
    
    8,587,369
    
    
    $
    1.35 to $1.60
    
    
    
    2,291,652
    
    
    $
    1.35 to $2.00Less Warrants exercised
    
    
    (50,000
    )
    
    $
    1.00
    
    
    
    Less warrants returned
    
    
    (200,000
    )
    
    $
    1.35
    
    
    
    Warrants outstanding
    
    
    13,709,142
    
    
    $
    1.00 to $2.00
    
    
    
    5,371,773
    
    
    $
    1.00 to $2.00Warrants exercisable
    
    
    13,409,142
    
    
    $
    1.00 to $2.00
    
    
    
    4,938,440
    
    
    $
    1.00 to $2.00
  
 11.
    
    RELATED PARTY TRANSACTIONS
 FOC Financial LP
  22




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##### Table of Contents



Andrew Wing
 12.
    
    CONCENTRATIONS
 International Revenue
   Significant Vendor
 13.
    
    SALES AND MARKETING AND FINANCING AGREEMENTS
 E-Z-Go Sales and Marketing Agreement
  23




---



##### Table of Contents



Purchase of Assets from E-Z -Go
  Financing Agreement
    14.
    
    SUBSEQUENT EVENTS
   24




---



##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    Overview
      Acquisitions:
   25




---



##### Table of Contents



Risk Factors
  If we fail to maintain an effective system of internal controls and disclosure controls and
procedures, we may not be able to accurately report our financial results.
  We may need additional financial support in order to continue to operate and grow, and cannot be
certain that additional funds will be available when needed on satisfactory terms, if at all.
  We depend on GPS technology owned and controlled by others. If we do not have continued access to
GPS technology and satellites, we will be unable to deliver our services and our revenues will
decrease.
   26




---



##### Table of Contents



Our GPS technology depends on the use of radio frequency spectrum controlled by others.
   Speculative Nature of Business
  Government regulations and standards may harm our business and could increase our costs or reduce
our opportunities to earn revenues.
   27




---



##### Table of Contents



Critical Accounting Policies
  Use of Estimates
 Reclassifications
 Revenue Recognition:
 System sales revenue
 Service revenue
 Financing revenue
 Advertising revenue
 Costs of Revenues and Operating Expenses :
 Cost
of System Sales 
 Cost
of Service 
  28




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##### Table of Contents



Interest in Residual Lease Equipment
 Cost
of Advertising
 Operating
Expense 
 Allowance for Doubtful Accounts
 Allowance
for Inventory Obsolescence 
 Net Earnings (Loss) per Share
 Earnings per Share
  29




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##### Table of Contents



For the Three Months Ended
    
    
    For the Nine Months EndedSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Net income (loss) applicable to common shareholders
    
    $
    (992,235
    )
    
    $
    (15,438
    )
    
    $
    (8,698,918
    )
    
    $
    853,781Weighted-average common shares outstanding (for
basic EPS)
    
    
    46,394,212
    
    
    
    34,877,781
    
    
    
    41,055,218
    
    
    
    34,692,799Add:Dilutive share-based employee compensation (a)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,938,640Dilutive warrant shares (a)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    406,812Weighted-average common shares outstanding (for
diluted EPS)
    
    
    46,394,212
    
    
    
    34,877,781
    
    
    
    41,055,218
    
    
    
    40,038,251Basic EPS
    
    $
    (0.02
    )
    
    $
    
    
    
    $
    (0.21
    )
    
    $
    0.02Diluted EPS
    
    $
    (0.02
    )
    
    $
    
    
    
    $
    (0.21
    )
    
    $
    0.02
  Stock-Based
Compensation
    Income Taxes
  30




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##### Table of Contents



Results of Operations
  Three Months Ended September 30, 2007 and 2006
 Three Months EndedSeptember 30,
    
    
    September 30,
    
    
    Change2007
    
    
    2006
    
    
    $
    
    
    %REVENUES:New System
Sales:
    
    
    5,112,840
    
    
    
    3,539,753
    
    
    
    1,573,087
    
    
    
    44.4
    %Service Revenue
    
    
    697,844
    
    
    
    838,481
    
    
    
    (140,637
    )
    
    
    -16.8
    %Finance Revenue, net
    
    
    226,611
    
    
    
    1,428,915
    
    
    
    (1,202,304
    )
    
    
    -84.1
    %Advertising Revenue
    
    
    555,001
    
    
    
    13,487
    
    
    
    541,514
    
    
    
    n/aTotal Revenue
    
    
    6,592,296
    
    
    
    5,820,636
    
    
    
    771,660
    
    
    
    13.3
    %COST OF REVENUES:New System Cost
    
    
    2,312,145
    
    
    
    1,844,518
    
    
    
    467,627
    
    
    
    25.4
    %Service Cost
    
    
    856,774
    
    
    
    677,966
    
    
    
    178,808
    
    
    
    26.4
    %Other Cost
    
    
    262,044
    
    
    
    
    
    
    
    262,044
    
    
    
    n/aTotal Cost of Revenue
    
    
    3,430,963
    
    
    
    2,522,484
    
    
    
    908,479
    
    
    
    36.0
    %Gross Margin
    
    
    3,161,333
    
    
    
    3,298,152
    
    
    
    (136,819
    )
    
    
    -4.1
    %Operating Expenses
    
    
    3,566,503
    
    
    
    3,181,927
    
    
    
    384,576
    
    
    
    12.1
    %Income (Loss) from Operations
    
    
    (405,170
    )
    
    
    116,225
    
    
    
    (521,395
    )
    
    
    n/aTotal Other (Income) Expense
    
    
    587,065
    
    
    
    131,663
    
    
    
    455,402
    
    
    
    345.9
    %Loss Before Taxes
    
    
    (992,235
    )
    
    
    (15,438
    )
    
    
    (976,797
    )
    
    
    n/a
 Revenue
   Cost of Revenues
   31




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##### Table of Contents



Gross Margin
  OPERATING EXPENSES
 Total Operating Expenses
  Sales and Marketing
  General and Administrative
  Other (Income) Expense
   32




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##### Table of Contents



Nine Months Ended September 30, 2007 and 2006
 Nine Months EndedSeptember 30,
    
    
    September 30,
    
    
    Change2007
    
    
    2006
    
    
    $
    
    
    %REVENUES:New System
Sales
    
    
    14,972,914
    
    
    
    13,336,195
    
    
    
    1,636,719
    
    
    
    12.3
    %Service Revenue
    
    
    1,895,170
    
    
    
    2,058,013
    
    
    
    (162,843
    )
    
    
    -7.9
    %Finance Revenue, net
    
    
    1,208,396
    
    
    
    2,441,390
    
    
    
    (1,232,994
    )
    
    
    -50.5
    %Advertising Revenue
    
    
    708,534
    
    
    
    42,067
    
    
    
    666,467
    
    
    
    n/aTotal Revenue
    
    
    18,785,014
    
    
    
    17,877,665
    
    
    
    907,349
    
    
    
    5.1
    %COST OF REVENUES:New System Cost
    
    
    7,350,967
    
    
    
    6,834,588
    
    
    
    516,379
    
    
    
    7.6
    %Service Cost
    
    
    2,585,607
    
    
    
    2,065,609
    
    
    
    519,998
    
    
    
    25.2
    %Other Cost
    
    
    534,069
    
    
    
    
    
    
    
    534,069
    
    
    
    n/aTotal Cost of Revenue
    
    
    10,470,643
    
    
    
    8,900,197
    
    
    
    1,570,446
    
    
    
    17.6
    %Gross Margin
    
    
    8,314,371
    
    
    
    8,977,468
    
    
    
    (663,097
    )
    
    
    -7.4
    %Operating Expenses
    
    
    12,052,451
    
    
    
    8,928,806
    
    
    
    3,123,645
    
    
    
    35.0
    %Income (Loss) from Operations
    
    
    (3,738,080
    )
    
    
    48,662
    
    
    
    (3,786,742
    )
    
    
    117
    %Total Other (Income) Expense
    
    
    1,239,900
    
    
    
    (1,018,553
    )
    
    
    2,258,453
    
    
    
    n/aIncome (Loss) Before Taxes
    
    
    (4,977,980
    )
    
    
    1,067,215
    
    
    
    (6,045,195
    )
    
    
    n/a
 Revenue
  Cost of Revenue
    33




---



##### Table of Contents



Gross Margin
  OPERATING EXPENSES
 Total Operating Expenses
  Sales and Marketing
  General and Administrative
  Other (Income) Expense
   34




---



##### Table of Contents



Liquidity And Capital Resources
       Recent Accounting Pronouncements
   35




---



##### Table of Contents



Item 3. Controls and Procedures
  
 
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
   36




---



##### Table of Contents



Item 3. Defaults Upon Senior Securities
   
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
   37




---



##### Table of Contents



Item 6. Exhibits:
 ExhibitNumber
    
    Description3.0
    
    Certificate of Incorporation of United Health Management,
Inc., as filed with the Secretary of State of the State of
Delaware on March 7, 1996, and previously filed as Exhibit
3.1 on Form 10SB12G filed on October 30, 1998, which is
hereby incorporated by reference.3.1
    
    By-laws of Prolink Holdings Corp, previously filed as Exhibit
3.5 on Form 10-KSB filed on March 17, 2007, which is hereby
incorporated by reference.3.2
    
    Contribution Agreement between Amalgamated Technologies, Inc.
and ProLink Solutions, LLC, dated December 23, 2005,
previously filed as Exhibit 10.1 on Form 8-K filed on
December 23, 2005, which is hereby incorporated by reference.3.3
    
    Certificate of Ownership and Merger as filed with the
Secretary of State of the State of Delaware on January 20,
2006 and effective as of 12:01 a.m. on January 23, 2006, and
previously filed as Exhibit 3.1 on Form 8-K filed January 26,
2006, which is hereby incorporated by reference.3.4
    
    ProLink Holdings Corp. Corporate Code of Conduct and Ethics,
previously filed as Exhibit 14.1 on Form 10-KSB/A filed on
May 1, 2006, which is hereby incorporated by reference.3.5
    
    Certificate of Designation, Preferences and Rights of Series
C Convertible Preferred Stock, filed with the Secretary of
State of the State of Delaware on December 29, 2006 and
previously filed as Exhibit 99.4 on Form 8-K on January 8,
2007, which is hereby incorporated by reference.3.6
    
    Certificate of Amendment to the Certificate of Designation,
Preferences and Rights of Series C Convertible Preferred
Stock, filed with the Secretary of State of the State of the
State of Delaware on January 3, 2007, and previously filed as
Exhibit 99.2 on Form 8-K on January 29, 2007, which is hereby
incorporated by reference.4.0
    
    Form of Common Stock certificate, previously filed as an
exhibit on Form 10SB12G filed on October 30, 1998, which is
hereby incorporated by reference.
  38




---



##### Table of Contents



ExhibitNumber
    
    Description4.1
    
    Form of Warrant to Purchase Common Stock of the Company,
previously filed as Exhibit 4.1 on Form 10-KSB on April 17,
2006, which is hereby incorporated by reference.4.2
    
    Form of Warrant to Purchase Common Stock of the Company,
previously filed as Exhibit 99.2 on Form 8-K on January 8,
2007, which is hereby incorporated by reference.4.3
    
    Form of Warrant to Purchase Common Stock of the Company,
previously filed as Exhibit on Form 8-K on January 29, 2007,
which is hereby incorporated by reference.10.0*+
    
    Media Representation Agreements by
and among ProLink Solutions, LLC and ABC National Television Sales,
Inc. dated September 24, 2007 (Confidential portions of this
exhibit have been filed separately with the Securities and Exchange
Commission pursuant to a Confidential Treatment Request in accordance
with Rule 24b-2 of the Securities Exchange Act of 1934, as
amended)10.01*
    
    Acquisition Agreement by and among
ProLink Holdings Corp., Elumina Iberica, S.A., Elumina Iberica UK
Limited, GP ADS, S.L., GP  ADS, LTD, Kevin Clarke and Mark Smart
dated September 17, 2007.10.1
    
    Subscription Agreement between the Company and Investors,
dated March 31, 2006, previously filed as an exhibit Form 8-K
on April 4, 2006, which is hereby incorporated by reference.10.11
    
    Securities Purchase Agreement dated as of October 10, 2006,
previously filed as Exhibit 10.1 on Form 8-K on October 17,
2006, which is hereby incorporated by reference.10.12
    
    Security Agreement dated as of October 10, 2006, previously
filed as Exhibit 10.2 on Form 8-K on October 17, 2006, which
is hereby incorporated by reference.10.13
    
    Form of Senior Secured Note due April 11, 2007, previously
filed as Exhibit 10.3 on Form 8-K on October 17, 2006, which
is hereby incorporated by reference.10.2
    
    Amended and Restated Letter Factoring Agreement between the
Companys wholly-owned subsidiary ProLink Solutions, LLC and
FOC Financial L.P., dated June 22, 2007.10.21
    
    Amended and Restated Revolving Promissory Note between the
Companys wholly-owned subsidiary ProLink Solutions, LLC and
FOC Financial L.P., dated June 22, 2007.
  39




---



##### Table of Contents



ExhibitNumber
    
    Description10.22
    
    Letter Factoring Agreement between the Companys wholly-owned
subsidiary ProLink Solutions, LLC and Robeco WPG Event-Driven
Multi-Strategy Overseas, L.P., c/o Robeco Investment
Management, Inc., dated July 5, 2007.10.23
    
    Letter Factoring Agreement between the Companys wholly-owned
subsidiary ProLink Solutions, LLC and Robeco WPG
Distressed/Special Situations Overseas, L.P., c/o Robeco
Investment Management, Inc., dated July 5, 2007.10.24
    
    Revolving Promissory Note between the Companys wholly-owned
subsidiary ProLink Solutions, LLC and Robeco WPG Event-Driven
Multi-Strategy Overseas, L.P., c/o Robeco Investment
Management, Inc., dated July 5, 2007.10.25
    
    Revolving Promissory Note between the Companys wholly-owned
subsidiary ProLink Solutions, LLC and Robeco WPG
Distressed/Special Situations Overseas, L.P., c/o Robeco
Investment Management, Inc., dated July 5, 2007.10.3
    
    Securities Purchase Agreement dated as of December 31, 2006,
previously filed as Exhibit 99.2 on Form 8-K filed on
December 29, 2006, which is hereby incorporated by reference.10.31
    
    Securities Purchase Agreement dated as of January 23, 2007,
previously filed as Exhibit 99.1 on Form 8-K filed on January
29, 2007, which is hereby incorporated by reference.10.32
    
    Registration Rights Agreement dated as of January 8, 2007
previously filed as Exhibit 99.4 on Form 8-K filed on
December 29, 2006, which is hereby incorporated by reference.10.33
    
    Registration Rights Agreement dated as of January 23, 2007,
previously filed as Exhibit 99.3 on Form 8-K filed on January
29, 2007, which is hereby incorporated by reference.10.4
    
    Purchase and Sale Agreement between ProLink Solutions, LLC
and, the entities described in Exhibit A thereto, the Putters
Group and Signal Systems Associates LLC, previously filed as
Exhibit 10.1 on Form 8-K filed on March 1, 2006, which is
hereby incorporated by reference.10.41
    
    Commercial Promissory Note, dated February 23, 2006, by
ProLink Solutions, LLC issued to David S. Band and Stanley B.
Kane, as co-trustees of the Putters Loan Trust, previously
filed as an Exhibit on Form 8-K filed on March 1, 2006, which
is hereby incorporated by reference.10.42
    
    License Agreement, by and between ProLink/ParView, LLC and
Optimal Golf Solutions, Inc., dated January 22, 2004,
previously filed as an Exhibit on Form 8-K filed on December
23, 2005, which is hereby incorporated by reference.10.43
    
    Amended and Restated Sales and Marketing Agreement, and
between ProLink/ParView, LLC and Textron Inc., dated April
2002, previously filed as an Exhibit on Form 8-K filed on
December 23, 2005, which is hereby incorporated by reference.10.5
    
    Settlement Agreement, dated October 26, 2006, by and among
GPS Industries, Inc., ProLink Solutions LLC, Elumina Iberica
S.A. and Elumina Iberica Limited, previously filed as an
Exhibit on Form 8-K filed on October 31, 2006, which is
hereby incorporated by reference.10.51
    
    Amended and Restated Exclusive Licensing and Distribution
Agreement with Elumina Iberica, S.A., dated May 8, 2006,
previously filed a an Exhibit on Form 8-K filed on May 12,
2006,
which is hereby incorporated by reference.10.6
    
    Compensation Agreement with Michael S. Browne, CPA (CFO)
dated July 18, 2006 previously filed as an exhibit on Form
8-K filed on October 27, 2006, which is hereby incorporated
by
reference.**10.61
    
    Consulting Agreement with Mr. Andrew L. Wing, the Companys
director, dated July 10, 2006, previously filed as an exhibit
on Form 8-K filed on July 13, 2006, which is hereby
incorporated by reference.**10.62
    
    Offer Letter of Employment by ProLink Solutions, LLC, to Dave
Gomez, dated September 6, 2005, previously filed as an
exhibit on Form 8-K filed on December 23, 2005, which is
hereby incorporated by reference.**
  40




---



##### Table of Contents



ExhibitNumber
    
    Description10.63
    
    Offer Letter of Employment by ProLink Solutions, LLC, to
Danny Lam, dated September 6, 2005, previously filed as an
exhibit on Form 8-K filed on December 23, 2005, which is
hereby incorporated by reference.**10.64
    
    Non-Qualified Stock Option Agreement, previously filed as
Exhibit 10.2 on Form 8-K filed on December 26, 2006, which is
hereby incorporated by reference.10.65
    
    ProLink Holdings Corp. 2006 Employee, Director and Consultant
Stock Plan, previously filed as Exhibit 10.2 on Form 8-K
filed on December 26, 2006, which is hereby incorporated by
reference.31.1*
    
    Certificate of Chief Executive Officer Pursuant to Securities
and Exchange Act Rule 13a-14, as Adopted Pursuant to Section
302 of Sarbanes-Oxley Act of 2002.31.2*
    
    Certificate of Chief Financial Officer Pursuant to Securities
and Exchange Act Rule 13a-14, as Adopted Pursuant to Section
302 of Sarbanes-Oxley Act of 2002.32.1*
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.
 *
    
    Filed herewith**
    
    Represents an employment agreement+
    
    We have requested confidential treatment for certain
provisions contained in this exhibit. The confidential portion has
been so omitted in the copy filed as an exhibit and has been filed
separately with the Securities and Exchange Commission.
  41




---



##### Table of Contents



SIGNATURES
 th
 PROLINK HOLDINGS CORP.By:
    
    /s/ Lawrence D. Bain 

Lawrence D. Bain
Chief Executive Officer
 
  42




---



##### Table of Contents



SIGNATURES
 th
 PROLINK HOLDINGS CORP.By:
    
    /s/ Michael S. Browne   

Michael S. BrowneChief Operating Officer andChief Financial Officer
  43




---



##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description3.0
    
    Certificate of Incorporation of United Health Management,
Inc., as filed with the Secretary of State of the State of
Delaware on March 7, 1996, and previously filed as Exhibit
3.1 on Form 10SB12G filed on October 30, 1998, which is
hereby incorporated by reference.3.1
    
    By-laws of Prolink Holdings Corp, previously filed as Exhibit
3.5 on Form 10-KSB filed on March 17, 2007, which is hereby
incorporated by reference.3.2
    
    Contribution Agreement between Amalgamated Technologies, Inc.
and ProLink Solutions, LLC, dated December 23, 2005,
previously filed as Exhibit 10.1 on Form 8-K filed on
December 23, 2005, which is hereby incorporated by reference.3.3
    
    Certificate of Ownership and Merger as filed with the
Secretary of State of the State of Delaware on January 20,
2006 and effective as of 12:01 a.m. on January 23, 2006, and
previously filed as Exhibit 3.1 on Form 8-K filed January 26,
2006, which is hereby incorporated by reference.3.4
    
    ProLink Holdings Corp. Corporate Code of Conduct and Ethics,
previously filed as Exhibit 14.1 on Form 10-KSB/A filed on
May 1, 2006, which is hereby incorporated by reference.3.5
    
    Certificate of Designation, Preferences and Rights of Series
C Convertible Preferred Stock, filed with the Secretary of
State of the State of Delaware on December 29, 2006 and
previously filed as Exhibit 99.4 on Form 8-K on January 8,
2007, which is hereby incorporated by reference.3.6
    
    Certificate of Amendment to the Certificate of Designation,
Preferences and Rights of Series C Convertible Preferred
Stock, filed with the Secretary of State of the State of the
State of Delaware on January 3, 2007, and previously filed as
Exhibit 99.2 on Form 8-K on January 29, 2007, which is hereby
incorporated by reference.4.0
    
    Form of Common Stock certificate, previously filed as an
exhibit on Form 10SB12G filed on October 30, 1998, which is
hereby incorporated by reference.
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##### Table of Contents



ExhibitNumber
    
    Description4.1
    
    Form of Warrant to Purchase Common Stock of the Company,
previously filed as Exhibit 4.1 on Form 10-KSB on April 17,
2006, which is hereby incorporated by reference.4.2
    
    Form of Warrant to Purchase Common Stock of the Company,
previously filed as Exhibit 99.2 on Form 8-K on January 8,
2007, which is hereby incorporated by reference.4.3
    
    Form of Warrant to Purchase Common Stock of the Company,
previously filed as Exhibit on Form 8-K on January 29, 2007,
which is hereby incorporated by reference.10.0*+
    
    Media Representation Agreements by
and among ProLink Solutions, LLC and ABC National Television Sales,
Inc. dated September 24, 2007 (Confidential portions of this
exhibit have been filed separately with the Securities and Exchange
Commission pursuant to a Confidential Treatment Request in accordance
with Rule 24b-2 of the Securities Exchange Act of 1934, as
amended)10.01*
    
    Acquisition Agreement by and among
ProLink Holdings Corp., Elumina Iberica, S.A., Elumina Iberica UK
Limited, GP ADS, S.L., GP  ADS, LTD, Kevin Clarke and Mark Smart
dated September 17, 2007.10.1
    
    Subscription Agreement between the Company and Investors,
dated March 31, 2006, previously filed as an exhibit Form 8-K
on April 4, 2006, which is hereby incorporated by reference.10.11
    
    Securities Purchase Agreement dated as of October 10, 2006,
previously filed as Exhibit 10.1 on Form 8-K on October 17,
2006, which is hereby incorporated by reference.10.12
    
    Security Agreement dated as of October 10, 2006, previously
filed as Exhibit 10.2 on Form 8-K on October 17, 2006, which
is hereby incorporated by reference.10.13
    
    Form of Senior Secured Note due April 11, 2007, previously
filed as Exhibit 10.3 on Form 8-K on October 17, 2006, which
is hereby incorporated by reference.10.2
    
    Amended and Restated Letter Factoring Agreement between the
Companys wholly-owned subsidiary ProLink Solutions, LLC and
FOC Financial L.P., dated June 22, 2007.10.21
    
    Amended and Restated Revolving Promissory Note between the
Companys wholly-owned subsidiary ProLink Solutions, LLC and
FOC Financial L.P., dated June 22, 2007.
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##### Table of Contents



ExhibitNumber
    
    Description10.22
    
    Letter Factoring Agreement between the Companys wholly-owned
subsidiary ProLink Solutions, LLC and Robeco WPG Event-Driven
Multi-Strategy Overseas, L.P., c/o Robeco Investment
Management, Inc., dated July 5, 2007.10.23
    
    Letter Factoring Agreement between the Companys wholly-owned
subsidiary ProLink Solutions, LLC and Robeco WPG
Distressed/Special Situations Overseas, L.P., c/o Robeco
Investment Management, Inc., dated July 5, 2007.10.24
    
    Revolving Promissory Note between the Companys wholly-owned
subsidiary ProLink Solutions, LLC and Robeco WPG Event-Driven
Multi-Strategy Overseas, L.P., c/o Robeco Investment
Management, Inc., dated July 5, 2007.10.25
    
    Revolving Promissory Note between the Companys wholly-owned
subsidiary ProLink Solutions, LLC and Robeco WPG
Distressed/Special Situations Overseas, L.P., c/o Robeco
Investment Management, Inc., dated July 5, 2007.10.3
    
    Securities Purchase Agreement dated as of December 31, 2006,
previously filed as Exhibit 99.2 on Form 8-K filed on
December 29, 2006, which is hereby incorporated by reference.10.31
    
    Securities Purchase Agreement dated as of January 23, 2007,
previously filed as Exhibit 99.1 on Form 8-K filed on January
29, 2007, which is hereby incorporated by reference.10.32
    
    Registration Rights Agreement dated as of January 8, 2007
previously filed as Exhibit 99.4 on Form 8-K filed on
December 29, 2006, which is hereby incorporated by reference.10.33
    
    Registration Rights Agreement dated as of January 23, 2007,
previously filed as Exhibit 99.3 on Form 8-K filed on January
29, 2007, which is hereby incorporated by reference.10.4
    
    Purchase and Sale Agreement between ProLink Solutions, LLC
and, the entities described in Exhibit A thereto, the Putters
Group and Signal Systems Associates LLC, previously filed as
Exhibit 10.1 on Form 8-K filed on March 1, 2006, which is
hereby incorporated by reference.10.41
    
    Commercial Promissory Note, dated February 23, 2006, by
ProLink Solutions, LLC issued to David S. Band and Stanley B.
Kane, as co-trustees of the Putters Loan Trust, previously
filed as an Exhibit on Form 8-K filed on March 1, 2006, which
is hereby incorporated by reference.10.42
    
    License Agreement, by and between ProLink/ParView, LLC and
Optimal Golf Solutions, Inc., dated January 22, 2004,
previously filed as an Exhibit on Form 8-K filed on December
23, 2005, which is hereby incorporated by reference.10.43
    
    Amended and Restated Sales and Marketing Agreement, and
between ProLink/ParView, LLC and Textron Inc., dated April
2002, previously filed as an Exhibit on Form 8-K filed on
December 23, 2005, which is hereby incorporated by reference.10.5
    
    Settlement Agreement, dated October 26, 2006, by and among
GPS Industries, Inc., ProLink Solutions LLC, Elumina Iberica
S.A. and Elumina Iberica Limited, previously filed as an
Exhibit on Form 8-K filed on October 31, 2006, which is
hereby incorporated by reference.10.51
    
    Amended and Restated Exclusive Licensing and Distribution
Agreement with Elumina Iberica, S.A., dated May 8, 2006,
previously filed a an Exhibit on Form 8-K filed on May 12,
2006,
which is hereby incorporated by reference.10.6
    
    Compensation Agreement with Michael S. Browne, CPA (CFO)
dated July 18, 2006 previously filed as an exhibit on Form
8-K filed on October 27, 2006, which is hereby incorporated
by
reference.**10.61
    
    Consulting Agreement with Mr. Andrew L. Wing, the Companys
director, dated July 10, 2006, previously filed as an exhibit
on Form 8-K filed on July 13, 2006, which is hereby
incorporated by reference.**10.62
    
    Offer Letter of Employment by ProLink Solutions, LLC, to Dave
Gomez, dated September 6, 2005, previously filed as an
exhibit on Form 8-K filed on December 23, 2005, which is
hereby incorporated by reference.**
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##### Table of Contents



ExhibitNumber
    
    Description10.63
    
    Offer Letter of Employment by ProLink Solutions, LLC, to
Danny Lam, dated September 6, 2005, previously filed as an
exhibit on Form 8-K filed on December 23, 2005, which is
hereby incorporated by reference.**10.64
    
    Non-Qualified Stock Option Agreement, previously filed as
Exhibit 10.2 on Form 8-K filed on December 26, 2006, which is
hereby incorporated by reference.10.65
    
    ProLink Holdings Corp. 2006 Employee, Director and Consultant
Stock Plan, previously filed as Exhibit 10.2 on Form 8-K
filed on December 26, 2006, which is hereby incorporated by
reference.31.1*
    
    Certificate of Chief Executive Officer Pursuant to Securities
and Exchange Act Rule 13a-14, as Adopted Pursuant to Section
302 of Sarbanes-Oxley Act of 2002.31.2*
    
    Certificate of Chief Financial Officer Pursuant to Securities
and Exchange Act Rule 13a-14, as Adopted Pursuant to Section
302 of Sarbanes-Oxley Act of 2002.32.1*
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.
 *
    
    Filed herewith**
    
    Represents an employment agreement+
    
    We have requested confidential treatment for certain
provisions contained in this exhibit. The confidential portion has
been so omitted in the copy filed as an exhibit and has been filed
separately with the Securities and Exchange Commission.
  47