**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-Q**





R
            **QUARTERLY
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934****For
                the quarterly period ended June 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 R 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£(Do not check if smaller reporting company)
            Smaller
                reporting companyR





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





There
      were 48,859,185 shares of common stock, par value of $0.01 per share,
      outstanding as of August 13, 2008.





**PROLINK
      HOLDINGS CORP.**


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


**FORM
      10-Q**





**TABLE
      OF CONTENTS**





**Page****PART
                I. Financial Information**Item
                1.
            Financial
                StatementsCondensed
                Consolidated Balance Sheets at June 30, 2008 (Unaudited) and December
                31,
                2007
            3Unaudited
                Condensed Consolidated Statements of Operations for the Three and
                Six
                Months Ended June 30, 2008 and 2007
            4Unaudited
                Condensed Consolidated Statements of Cash Flows for the Six Months
                Ended
                June 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
            29Item 4T.
            Controls
                and Procedures
            29**PART
                II. Other Information**Item
                1.
            Legal
                Proceedings
            30Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            31Item
                3.
            Defaults
                Upon Senior Securities
            31Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            31Item
                5.
            Other
                Information
            31Item
                6.
            Exhibits
            32Signatures


2


**PART
      I - FINANCIAL INFORMATION**


**Item
      1. Financial Statements**





**PROLINK
      HOLDINGS CORP.**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**





June
                30,
            
            December 31,2008
            
            2007*(unaudited)***ASSETS**CURRENT
                ASSETS:Cash
                and cash equivalents
            
            $
            2,450,032
            
            $
            2,829,496Accounts
                receivable, net of an allowance for doubtful accounts     of
                $5,329,085 and $5,221,919, respectively
            
            
            4,472,744
            
            
            4,159,184Inventories,
                net of allowance of $293,071 and $239,373
            
            
            2,137,976
            
            
            2,619,457Prepaid
                expenses and other current assets
            
            
            1,400,649
            
            
            1,611,382TOTAL
                CURRENT ASSETS
            
            
            10,461,401
            
            
            11,219,519EQUIPMENT,
                NET
            
            
            650,831
            
            
            774,852INTANGIBLE
                ASSETS, net of accumulated amortization of $1,327,035 and
                $1,126,045
            
            
            1,859,586
            
            
            2,059,776GOODWILL
            
            
            259,149
            
            
            259,149INTEREST
                IN RESIDUAL LEASE EQUIPMENT
            
            
            6,045,433
            
            
            5,060,938DEPOSITS
                AND OTHER ASSETS
            
            
            3,219,236
            
            
            1,963,727TOTAL
                ASSETS
            
            $
            22,495,636
            
            $
            21,337,961**LIABILITIES
                AND STOCKHOLDERS’ EQUITY (DEFICIT)**CURRENT
                LIABILITIES:Accounts
                payable
            
            $
            6,373,376
            
            $
            4,427,266Accrued
                liabilities
            
            
            2,010,124
            
            
            2,169,024Current
                portion of long-term debt and short-term financing
            
            
            4,515,493
            
            
            6,049,788Deferred
                revenue
            
            
            117,818
            
            
            195,680TOTAL
                CURRENT LIABILITIES
            
            
            13,016,811
            
            
            12,841,758LONG-TERM
                DEBT, net of current portion and discount of $648,514 and
                $741,788
            
            
            5,820,831
            
            
            4,502,096OTHER
                LONG-TERM LIABILITIES
            
            
            463,000
            
            
            130,000TOTAL
                LIABILITIES
            
            
            19,300,642
            
            
            17,473,854COMMITMENTS
                AND CONTINGENCIESSTOCKHOLDERS'
                EQUITY (DEFICIT):Series
                C Preferred shares, par value $.001, 10,000,000 shares    
                authorized; no shares issued and outstanding
            
            
            -
            
            
            -Common
                shares, par value $.0001; 200,000,000 shares authorized;    
                48,859,185 and 47,038,108 issued and outstanding     at June 30,
                2008 and December 31, 2007
            
            
            4,886
            
            
            4,704Additional
                paid-in capital
            
            
            35,451,879
            
            
            33,989,336Accumulated
                deficit
            
            
            (32,261,771
            )
            
            (30,129,933
            )TOTAL
                STOCKHOLDERS' EQUITY (DEFICIT)
            
            
            3,194,994
            
            
            3,864,107TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
            
            $
            22,495,636
            
            $
            21,337,962





*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 June 30,
            
            Six Months Ended June 30,2008
            
            2007
            
            2008
            
            2007**REVENUES:**New
                System SalesDomestic
            
            $
            2,918,821
            
            $
            2,244,591
            
            $
            5,622,495
            
            $
            4,093,249International
            
            
            553,978
            
            
            1,607,303
            
            
            632,935
            
            
            4,291,528Upgrades
            
            
            1,982,864
            
            
            806,516
            
            
            4,079,135
            
            
            1,475,297Total
                New System Sales
            
            
            5,455,663
            
            
            4,658,410
            
            
            10,334,565
            
            
            9,860,074Service
                Revenue
            
            
            775,578
            
            
            666,448
            
            
            1,364,848
            
            
            1,197,325Finance
                Revenue, net
            
            
            315,509
            
            
            -
            
            
            529,959
            
            
            981,786Advertising
                Revenue
            
            
            116,922
            
            
            134,178
            
            
            172,827
            
            
            153,534**TOTAL
                REVENUE**
            
            
            6,663,672
            
            
            5,459,036
            
            
            12,402,199
            
            
            12,192,719**COST
                OF REVENUES:**New
                System Cost:Domestic
            
            
            1,816,289
            
            
            1,186,748
            
            
            3,657,942
            
            
            2,085,412International
            
            
            259,739
            
            
            763,937
            
            
            302,844
            
            
            2,252,338Upgrades
            
            
            457,718
            
            
            383,806
            
            
            1,164,166
            
            
            701,073Total
                New System Cost
            
            
            2,533,746
            
            
            2,334,491
            
            
            5,124,952
            
            
            5,038,823Service
                Cost
            
            
            756,052
            
            
            848,283
            
            
            1,289,832
            
            
            1,728,832Advertising
                Cost
            
            
            49,763
            
            
            50,087
            
            
            66,510
            
            
            66,260Finance
                Cost
            
            
            24,618
            
            
            -
            
            
            51,779
            
            
            -Other
                Cost
            
            
            4,338
            
            
            36,579
            
            
            11,274
            
            
            205,765**TOTAL
                COST OF REVENUE**
            
            
            3,368,517
            
            
            3,269,440
            
            
            6,544,347
            
            
            7,039,680**GROSS
                MARGIN**
            
            
            3,295,155
            
            
            2,189,596
            
            
            5,857,852
            
            
            5,153,039**OPERATING
                EXPENSES:**Sales
                and Marketing
            
            
            675,169
            
            
            885,111
            
            
            1,563,721
            
            
            2,431,226Partner
                Management and Customer Support
            
            
            846,325
            
            
            759,469
            
            
            1,716,573
            
            
            1,253,698Research
                and Development
            
            
            -
            
            
            281,190
            
            
            -
            
            
            574,206General
                and Administrative
            
            
            1,850,613
            
            
            2,179,232
            
            
            3,745,788
            
            
            4,226,819Bad
                Debt Expense
            
            
            -
            
            
            -
            
            
            -
            
            
            -**TOTAL
                OPERATING EXPENSES**
            
            
            3,372,107
            
            
            4,105,002
            
            
            7,026,082
            
            
            8,485,949**INCOME
                (LOSS) FROM OPERATIONS**
            
            
            (76,952
            )
            
            (1,915,406
            )
            
            (1,168,230
            )
            
            (3,332,910
            )**OTHER
                (INCOME) EXPENSE:**Interest
                Expense
            
            
            285,549
            
            
            205,920
            
            
            598,269
            
            
            685,824Other
                (Income) Expense
            
            
            183,891
            
            
            (9,542
            )
            
            365,339
            
            
            (32,988
            )**TOTAL
                OTHER (INCOME) EXPENSE**
            
            
            469,440
            
            
            196,378
            
            
            963,608
            
            
            652,836**LOSS
                BEFORE TAXES**
            
            
            (546,392
            )
            
            (2,111,784
            )
            
            (2,131,838
            )
            
            (3,985,746
            )Income
                Tax Provision
            
            
            -
            
            
            -
            
            
            -
            
            
            -**NET
                LOSS**
            
            
            (546,392
            )
            
            (2,111,784
            )
            
            (2,131,838
            )
            
            (3,985,746
            )Dividends
                on Series C Preferred Shares
            
            
            -
            
            
            179,563
            
            
            -
            
            
            (3,720,938
            )**NET
                LOSS APPLICABLE TO COMMON SHAREHOLDERS**
            
            $
            (546,392
            )
            $
            (1,932,221
            )
            $
            (2,131,838
            )
            $
            (7,706,684
            )**BASIC
                LOSS PER COMMON SHARE**
            
            $
            (0.01
            )
            $
            (0.05
            )
            $
            (0.04
            )
            $
            (0.20
            )**DILUTED
                LOSS PER COMMON SHARE**
            
            $
            (0.01
            )
            $
            (0.05
            )
            $
            (0.04
            )
            $
            (0.20
            )**WEIGHTED
                AVERAGE SHARES OUTSTANDING:**Basic
            
            
            48,727,296
            
            
            39,912,583
            
            
            47,910,174
            
            
            38,339,842Diluted
            
            
            48,727,296
            
            
            39,912,583
            
            
            47,910,174
            
            
            38,339,842





*The
      accompanying notes are an integral part of the Condensed Consolidated Financial
      Statements*


4


**PROLINK
      HOLDINGS CORP.**


**UNAUDITED
      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS**




Six
                  Months Ended June 30,2008
              
              2007Net
                  loss
              
              $
              (2,131,838
              )
              $
              (3,985,746
              )Adjustments
                  to reconcile net loss to cash used in operating
                  activities:Depreciation
                  and amortization
              
              
              370,238
              
              
              343,525Stock-based
                  compensation
              
              
              497,077
              
              
              701,160Amortization
                  of warrants related to financing
              
              
              170,050
              
              
              7,465Non-cash
                  interest payment
              
              
              397,093
              
              
              -Residual
                  value of leases
              
              
              (984,494
              )
              
              (282,588
              )Provision
                  for uncollectible receivables
              
              
              107,166
              
              
              61,673Provision
                  for slow moving inventory
              
              
              53,698
              
              
              -Accretion
                  of discount on notes payable
              
              
              92,877
              
              
              390,837Amortization
                  of prepaid consulting
              
              
              40,319
              
              
              -Amortization
                  of Laurus and Merriman stock
              
              
              69,428
              
              
              -Changes
                  in working capital components:Accounts
                  receivable
              
              
              (420,726
              )
              
              (3,329,304
              )Inventories
              
              
              427,783
              
              
              (184,825
              )Prepaid
                  expenses and other assets
              
              
              89,564
              
              
              (733,717
              )Accounts
                  payable
              
              
              1,946,110
              
              
              340,983Accrued
                  liabilities
              
              
              (158,900
              )
              
              (849,832
              )Deferred
                  revenue
              
              
              (77,862
              )
              
              (134,334
              )Other
                  long-term accrued liabilities
              
              
              333,000
              
              
              -Net
                  cash used in operating activities
              
              
              820,583
              
              
              (7,654,703
              )CASH
                  FLOWS FROM INVESTING ACTIVITIES:Purchase
                  of property and equipment
              
              
              (46,027
              )
              
              (127,475
              )Purchase
                  of Scorecast
              
              
              -
              
              
              (429,150
              )Net
                  cash used in investing activities
              
              
              (46,027
              )
              
              (556,625
              )CASH
                  FLOWS FROM FINANCING ACTIVITIES:Principal
                  payments on debt
              
              
              (12,491,584
              )
              
              (6,224,452
              )Proceeds
                  from sale of Series C Convertible Preferred Stock
              
              
              -
              
              
              10,164,247Fees
                  paid in connection with financing transaction
              
              
              (346,289
              )
              
              352,314Proceeds
                  from Laurus term debt
              
              
              9,627,009
              
              
              -Proceeds
                  from Laurus restated and amended agreement
              
              
              1,507,639
              
              
              -Proceeds
                  from revolving line of credit
              
              
              -
              
              
              908,005Proceeds
                  from credit facilities
              
              
              -
              
              
              1,900,000Proceeds
                  from Hastings agreement
              
              
              475,000
              
              
              -Proceeds
                  on the borrowing on notes payable
              
              
              74,205
              
              
              67,659Net
                  cash used by financing activities
              
              
              (1,154,020
              )
              
              7,167,773NET
                  DECREASE IN CASH
              
              
              (379,464
              )
              
              (1,043,555
              )Cash
                  and cash equivalents, at beginning of the period
              
              
              2,829,496
              
              
              2,448,354Cash
                  and cash equivalents, at end of the period
              
              $
              2,450,032
              
              $
              1,404,799




-
      Cash
      paid in the six months ended June 30, 2008 and 2007 for interest expense was
      $466,460 and $231,948, respectively.


- No cash was paid in the six months ended
        June 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.





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**





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
      on or
      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
      December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests
      in Consolidated Financial Statements — an amendment of ARB No. 51” (“SFAS
      160”). SFAS 160 establishes accounting and reporting standards that require
      (i) noncontrolling interests to be reported as a component of equity,
      (ii) changes in a parent’s ownership interest while the parent retains its
      controlling interest to be accounted for as equity transactions, and
      (iii) any retained noncontrolling equity investment upon the
      deconsolidation of a subsidiary to be initially measured at fair value. SFAS
      160
      is effective for fiscal years and interim periods within those fiscal years,
      beginning on or after December 15, 2008, with early adoption prohibited. We
      do not expect the adoption of SFAS 160 to have a material effect on our
      financial position or results of operations.





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 (our year ended December 31,
      2009). We are currently assessing the impact of FSP 142-3 on our consolidated
      financial statements.




In
      May
      2008, the Financial Accounting Standards Board (“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 sixty 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 its financial condition or results of
      operation.


6


PROLINK
      HOLDINGS CORP.


NOTES
      TO
      UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS




In
      June
      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-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
      June 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 on 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.





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





Prepaid
      expenses and other current assets consist of the following:





June 30,
            
            December 31,2008
            
            2007Unamortized
                loan costs
            
            $
            596,685
            
            $
            411,400Unamortized
                loan costs - warrants
            
            
            247,712
            
            
            435,547Prepaid
                advertising
            
            
            374,423
            
            
            236,424Prepaid
                insurance
            
            
            127,618
            
            
            168,935Prepaid
                expenses
            
            
            51,081
            
            
            161,675Prepaid
                rent
            
            
            3,130
            
            
            6,414Deferred
                development costs
            
            
            -
            
            
            146,315Prepaid
                consulting
            
            
            -
            
            
            44,672Prepaid
                expenses and other current assets
            
            $
            1,400,649
            
            $
            1,611,382





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





Property
      and equipment consists of the following:





June 30,
            
            December 31,2008
            
            2007Manufacturing
                equipment
            
            $
            116,063
            
            $
            116,063Course
                assets
            
            
            25,024
            
            
            25,024Office
                equipment and fixtures
            
            
            108,052
            
            
            108,052Computer
                hardware
            
            
            301,874
            
            
            286,606Computer
                software*
            
            
            885,946
            
            
            855,187Leasehold
                improvements
            
            
            100,289
            
            
            100,289Total
                property and equipment
            
            
            1,537,248
            
            
            1,491,221Less:
                Accumulated depreciation
            
            
            (886,417
            )
            
            (716,369
            )Property
                and equipment, net
            
            $
            650,831
            
            $
            774,852


7


PROLINK
      HOLDINGS CORP.


NOTES
      TO
      UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





*Includes
      $100,000 of software purchased in ScoreCast acquisition. This amount is being
      amortized over a three year life. Unamortized amount at June 30, 2008 and
      December 31, 2007 was $50,000 and $66,667, respectively.





Depreciation
      expense was $84,632 and $79,510 for the three months ended June 30, 2008 and
      2007, respectively and $170,048 and $161,812 for the six months ended June
      30,
      2008 and 2007, respectively.





At
      June
      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:





June 30,
            
            December 31,2008
            
            2007Residual
                interests in equipment purchased from E-Z-Go
            
            $
            828,682
            
            $
            1,181,885Parview
                residuals acquisition
            
            
            295,730
            
            
            311,994Residuals
                recognized on system sales
            
            
            4,773,507
            
            
            3,284,422Yamaha
                residuals acquisition
            
            
            147,514
            
            
            282,637Interest
                in residual lease equipment
            
            $
            6,045,433
            
            $
            5,060,938





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





Deposits
      and other assets consist of the following:


June 30,
            
            December 31,2008
            
            2007Other
                Assets
            
            $
            23,080
            
            $
            -Deposits
            
            
            79,256
            
            
            38,144Course
                holdbacks, net of reserve
            
            
            19,832
            
            
            52,973Unamortized
                loan costs
            
            
            1,311,038
            
            
            542,017Unamortized
                loan costs - warrants
            
            
            289,110
            
            
            271,325Deferred
                advertising expense
            
            
            463,000
            
            
            -Accounts
                receivable - long term portion
            
            
            177,510
            
            
            202,860Accounts
                receivable - NCG restricted cash
            
            
            856,410
            
            
            856,410Deposits
                and other assets
            
            $
            3,219,236
            
            $
            1,963,729


8


PROLINK
      HOLDINGS CORP.


NOTES
      TO
      UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





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





Accrued
      liabilities and other current liabilities consist of the following:





June
                30,
            
            December
                31,2008
            
            2007Wages,
                commission and related benefits
            
            $
            538,874
            
            $
            352,582Professional
                fees
            
            
            225,375
            
            
            182,175Accrued
                vendor liability
            
            
            248,543
            
            
            617,345Customer
                deposits
            
            
            75,000
            
            
            25,000Accrued
                advertising commitments
            
            
            282,328
            
            
            241,190Accrued
                liability for lease buyouts
            
            
            600,050
            
            
            710,651Sales
                tax payable
            
            
            39,954
            
            
            40,081Accrued
                liabilities
            
            $
            2,010,124
            
            $
            2,169,024


9




PROLINK
      HOLDINGS CORP.


NOTES
      TO
      UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS




**8.**  **Debt**




Debt
      consists of the following:




June 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
            
            $
            2,451,031
            
            $
            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
            
            
            815,009
            
            
            944,3917.5%
                GPSI license agreement, with a quarterly payment of $52,500, due
                September
                2011
            
            
            682,500
            
            
            787,50015%
                  Lease assignment agreement, collateralized by all company rights,
                  title
                  and interest with respect for two lease agreements a) 72 month
                  term and
                  monthly payment of $6,184 and b) 48 month term and monthly payment
                  of
                  $4,515
            
            
            475,000
            
            
            -73⁄4%
                Microsoft Capital notes payable due 2010, with a monthly payment
                of
                $5,451, collateralized by licensed software rights
            
            
            144,272
            
            
            166,49673⁄4%
                Microsoft Capital notes payable due 2011**,**with a monthly payment of $5,563, collateralized by licensed software
                rights
            
            
            160,346
            
            
            182,57583⁄4%
                Microsoft Capital notes payable due 2011, with a monthly payment
                of
                $2,064, collateralized by licensed software rights
            
            
            69,822
            
            
            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
            
            
            18,300
            
            
            53,5909.5
                % 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
            
            
            46,053
            
            
            7,752Capital
                lease obligations, collaterilized by equipment, due 2009 to
                2011
            
            
            22,505
            
            
            27,968Total
                debt
            
            
            10,984,838
            
            
            11,293,672Less:
                Current portion
            
            
            (4,515,493
            )
            
            (6,049,788
            )Less:Discount
                associated with warrants issued for Credit facility, 101⁄4% senior secured
                term loan due 2012
            
            
            (573,825
            )
            
            (643,182
            )Discount
                associated with 7.5% GPSI license agreement due 2011
            
            
            (74,689
            )
            
            (98,606
            )Long-term
                debt, net of current maturities and discounts
            
            $
            5,820,831
            
            $
            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, $1,386,489
      was recorded as deferred financing costs which are being amortized using the
      effective interest method as follows:





AmortizationPeriod
            
            Amount29
                months
            
            $
            443,67754
                months
            
            
            942,812$
            1,386,489




Deferred
      financing costs and debt discounts amortized through interest expense were
      $105,549 and $2,995 for the three months and $188,982 and $378,601 for the
      six
      months, ended June 30, 2008 and June 30, 2007, respectively.




On
      August
      17, 2008, we entered into a Security Agreement (the “Agreement”) with Calliope
      Capital Corporation (“Calliope”), which was subsequently amended and restated on
      April 10, 2008. ProLink Holdings Corp. (the “Company”) and its operating
      subsidiary, ProLink Solutions, LLC (“ProLink Solutions” and, together with the
      Company, the “ProLink Entities”), entered into a definitive Amended and Restated
      Security Agreement (the “Agreement”), by and among the ProLink Entities, Valens
      U.S. SPV I, LLC (“Valens U.S.”), Valens Offshore SPV I, Ltd. (“Valens
      Offshore”), PSource Structured Debt Limited (“PSource”), Calliope Capital
      Corporation (“Calliope” and, together with Valens U.S., Valens Offshore and
      PSource, the “Lenders”) and LV Administrative Services, Inc., as collateral
      agent for the Lenders (the “Agent”). The Agreement restated in its entirety that
      certain Security Agreement, dated as of August 17, 2007, by and among the
      ProLink Entities and Calliope and subsequently assigned to the other Lenders
      (the “Original Agreement”), as disclosed in the Company’s Current Report on Form
      8-K filed with the Securities and Exchange Commission on August 22, 2007. The
      parties to the Agreement also entered into certain related ancillary documents.
      The loan funded on April 10, 2008.




The
      $12,100,000 credit facility made available under the Agreement (the “Credit
      Facility”), which increased the facility under the Original Agreement by an
      aggregate amount of $3,100,000, consists of (i) an Amended and Restated Secured
      Revolving Note issued to Calliope, which increased the principal amount loaned
      thereunder from $5,000,000 to $6,000,000 (the “Revolver”) and (ii) a term loan
      (the “Term Loan”), consisting of Amended and Restated Secured Convertible Term
      Notes issued to each of Valens U.S., Valens Offshore and PSource, 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 47 equal monthly payments of $101,667
      beginning on October 1, 2008 with a final principal payment of $1,321,667 due
      and payable on the Term Loan maturity date, subject to acceleration upon the
      occurrence of an event on default. On and after August 17, 2008, the holder
      shall have the right to convert any portion of the outstanding amount of
      principal due under the Term Loan into shares of the Company’s 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.





11


PROLINK
      HOLDINGS CORP.


NOTES
      TO
      UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





Pursuant
        to and in connection with the Agreement, the ProLink Entities granted to
        the
        Lenders a security interest in their assets and property, including a security
        interest in the intellectual property of the ProLink Entities in favor of
        the
        Agent, as set forth in the
        Amended and Restated Intellectual Property Security Agreement, by and among
        the
        ProLink Entities and the Agent. Additionally, the Company pledged to the
        Lenders, in favor of the Agent, its ownership interest in ProLink Solutions,
        pursuant to the Amended and Restated Membership Interest Pledge Agreement,
        by
        and among the ProLink Entities and the Agent.


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, the ProLink Entities shall pay additional interest
      on
      the outstanding principal balance in an amount equal to 2% per month until
      the
      default is cured. The Agreement requires the Company 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 for
      the prior four fiscal quarters of not less than $5,000,000; a consolidated
      leverage ratio (as defined in the Agreement) not greater than 4.0 to 1.0;
      and
      a consolidated fixed charge coverage ratio (as defined in the Agreement) for
      the
      prior four fiscal quarters of not less than 1.0 to 1.0.




In
      connection with the Credit Facility, the ProLink Entities 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.
      The Company has the option to prepay this additional interest obligation. The
      Company shall have the option of paying 20% of such monthly amount in shares
      of
      the Company’s common stock so long as the number of such shares does not exceed
      25% of the average number of shares of the Company’s common stock traded per day
      for the 20 consecutive trading days prior to such payment date. The number
      of
      shares shall 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, the Company shall have the option to pay at least
      ten percent of such monthly amounts in shares of the Company’s common
      stock.




In
      connection with and subject to the closing of the Credit Facility, and pursuant
      to a proposal letter, the Company issued to Laurus Master Fund, Ltd. (“Laurus”),
      in favor of the Lenders, an aggregate of 1,000,000 shares of its common stock
      (the “Closing Shares”). The Closing Shares will be subject to a lock-up
      period until September 30, 2008, during which time Closing Shares cannot be
      sold or otherwise transferred without the prior written consent of the
      Company. Additionally, for the period from October 1, 2008 until June 30, 2009,
      any dispositions made by Laurus 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, 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.





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.


12




PROLINK
        HOLDINGS CORP.
 NOTES
        TO
        UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  **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). 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. Textron and the Company filed Motions to
        Dismiss the Third-Party Complaint, claiming that the contracts involved required
        arbitration of the claims. The Motion to Dismiss was denied. The parties
        conducted a mediation in Connecticut which was unsuccessful. After the
        mediation, the parties tried, unsuccessfully, to settle the case. A Motion
        for
        Summary Judgment is pending against the Company. Another mediation is scheduled
        for July 29, 2008. We agreed to pay $25,000 into the pool at NC Golf subject
        to
        Blackledge paying $80,000 into the pool. The agreement has not been signed
        yet.
        Trial has been set for October 21, 2008. It is difficult to determine the
        likelihood of an unfavorable outcome, however an unfavorable outcome is
        possible. The range of recovery for Blackledge on its claim against the Company
        is estimated between $0 and $450,000. At June 30, 2008, no liability has
        been
        reported in the accompanying condensed consolidated financial statements
        for any
        potential loss arising from this claim.
 
 On
        November 3, 2007, the Company filed a patent litigation action and declaratory
        judgment action against GPS Industries, Inc. and UpLink Corporation (the
“Patent
        Litigation”) in the United States District Court for the District of Arizona.
        The Patent Litigation alleges that both GPSI and UpLink infringe upon one
        or
        more of the Company’s patents and that an UpLink patent containing
        claims directed at advertising are invalid due to prior art. The judge in
        the
        case has required the parties to mediate the matter and a tentative date
        has
        been set for August 25, 2008.
 
 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 Solutions, LLC, Prolink Holdings Corp., and two other
        defendants LinksCorp, Inc., and ABC National Television Sales, Inc., have
        infringed U.S. Patent No. 5,685,786 (the “‘786 Patent”) and U.S. Patent No.
        5,438,518 (the “‘518 Patent”).  The ‘786 patent relates to a golf
        information system relating to golfer location including an “output” means which
        in addition displays a product or service advertisements or endorsements
        which
        GPSI alleges the Company infringes.  The '518 patent relates to Player's
        Positioning and Distance Finding which GPSI alleges the Company infringes. 
Regarding the '786 patent, as discussed above, the Company had previously
        filed
        on November 3, 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 was invalid due to prior art and a declaratory
        judgment that the Company does not infringe patent '786.  The Company does
        not expect any loss contingencies from this action on either patent and as
        such
        has recorded no liability for any potential loss at June 30, 2008.
 
 On
        February 8, 2008, the Company filed a Request for Arbitration with the
        International Chamber of Commerce (ICC) International Court of Arbitration
        with
        respect 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, under its distribution agreement
        and in connection with the previously announced acquisition of Elumina. Both
        the
        distribution agreement and acquisition agreements were terminated in February
        2008.
 
 On
        February 8, 2008, the Company filed a complaint in the United States District
        Court in Phoenix, Arizona against Kevin Clarke, d/b/a Elumina Iberica UK
        Limited, a sole proprietorship, to recover damages for non-payment of goods
        sold
        and delivered by the Company. The Company has also served a Notice of
        Arbitration against Elumina Iberica, S.A. to commence an arbitration proceeding
        against Elumina Iberica, S.A. in accordance with the UNCITRAL Arbitration
        Rules
        for arbitration in Phoenix, Arizona as provided for in the parties’ Exclusive
        Licensing and Distribution Agreement. In the proceeding, the Company is seeking
        damages for non-payment of goods sold and delivered, breach of representations
        and warranties, legal fees and consequential damages.
 
 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
  13
  PROLINK
        HOLDINGS CORP.
 NOTES
        TO
        UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 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.  A preliminary hearing on this arbitration is
        scheduled for August 12, 2008.  The Company does not believe that any loss
        is probable and accordingly has not accrued a liability related to this
        complaint as of June 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
        Holding Corp., ProLink Solutions, LLC (“ProLink”) and nine other defendants have
        infringed and continue to infringe United States Patent Number 5,507,485
        (the
“‘485 patent”) and seeking, *inter
        alia* ,
        an
        award of monetary damages, costs and injunctive relief. ( *Roblor
        Marketing Group, Inc. v. ProLink Holding Corporation et al.* (08-021496-CIV)). On July 25, 2008, ProLink filed its Answer, Affirmative
        Defenses and Counterclaims (“Answer”), wherein ProLink denied that it has
        infringed or is infringing the ‘485 patent, and further denied, *inter
        alia* ,
        that
        Roblor is entitled to monetary damages, costs or injunctive relief. ProLink’s
        Answer also asserted counterclaims seeking a judicial declaration that that
‘485
        patent is invalid, unenforceable and not infringed, and further seeking an
        award
        of attorneys’ fees, costs and other relief deemed just and proper by the court.
        ProLink will defend itself vigorously in this lawsuit. At June 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. 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.
 
 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 June 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
        (the “Calliope Agreement”), 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.
 
 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. As of June 30, 2008, we have an effective registration statement
        covering these shares. 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 to the Registration Rights Agreement.
        As of June 30, 2008, we have not filed a registration statement related to
        the
        amended and restated Registration Rights Agreement.
 
 14
  PROLINK
        HOLDINGS CORP.
 NOTES
        TO
        UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 *Minimum
        Advertising Fee Guarantee:*
 
 Six
        contracts were added in the six months ended June 30, 2008, totaling $409,000
        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 $589,000. 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
        four
        fiscal years ending December 31 is as follows:
 
 2008
              
              
              116,0002009
              
              
              121,0002010
              
              
              111,0002011
              
              
              111,000Thereafter
              
              
              130,000Total
              
              
              589,000
 
 *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.
 
 *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 on July 8,
        2008 and is currently preparing a response to issues addressed therein. Included
        in the comments are several issues dealing with revenue recognition, which
        the
        Company believes we can adequately address. However, we can offer no assurance
        of the SEC's acceptance of our explanation which could potentially result
        in
        restatement or re-presentation of prior period.
  **10.**
              **Stockholders’
                  Equity (Deficit)**
 
 ***Common
        Stock***
 
 Options
        and warrants exercised during the three month period ended June 30, 2008
        and
        year ended December 31, 2007 were 25,000 and 3,568,626, respectively, resulting
        in the issuance of 21,078 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.
 
 ***Series
        C Convertible Preferred Stock***
 
 The
        Company has 10,000,000 shares of authorized Preferred Stock as of June 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, were issued and 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 June 30,
        2008,
        of which 12,692,476 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 June 30, 2008 and December 31, 2007
 
 15
 
 PROLINK
        HOLDINGS CORP.
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        TO
        UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 was
        $1.42
        and $1.41, respectively. The weighted average remaining contractual life
        of
        warrants outstanding as of June 30, 2008 was  3.89 years.
 
 During
        the three months and six months ended June 30, 2008, stock based compensation
        expense related to warrants were $40,425 and $78,408, respectively, compared
        to
        $57,823 and $103,272 for the three and six months ended June 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).
 
 **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 and 2005 Stock Option Plans 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 selling, customer support and general and administrative expense
        in
        the Unaudited Condensed Consolidated Statement of Operations. The Company
        values
        all share-based payments to employees at 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 provision 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 Six Months EndedJune 30, 2008
              
              June 30, 2007Risk-free
                  interest rate
              
              
              3.34%
                  - 4.99
              %
              
              4.71%
                  - 5.31
              %Weighted
                  average expected life (years)
              
              
              6.0
              
              
              5.0
                  - 6.0Expected
                  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 June 30, 2008 and
        2007,  1,000,000 and 515,000 employee options were granted
        and  1,233,387 and zero options were forfeited,
        respectively.   During the six months ended June 30, 2008 and
        2007,  1,400,000 and 555,500 employee options were granted
        and  1,486,387 and 9,500 options were forfeited,
        respectively.
  16
  PROLINK
        HOLDINGS CORP.
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        TO
        UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 During
        the three months and six months ended June 30, 2008, stock based compensation
        expense related to options was $202,027, and $418,669, respectively, compared
        to
        $226,854 and $605,353 of stock based employee compensation expense during
        the
        three months ended June 30, 2007. As of June 30, 2008, $1,323,257 of total
        unrecognized compensation cost related to employee stock options
        is expected to be recognized over a weighted average period of 1.59 years.
        Additional information relative to our employee options outstanding as of
        June
        30, 2008 is summarized below:
 
 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
              
              $
              -Granted
              
              
              1,400,000
              
              
              0.57
              
              
              -
              
              
              489,639
              
              
              -Exercised
                  (3)
              
              
              (25,000
              )
              
              0.08
              
              
              -
              
              
              (2,000
              )
              
              -Forfeited
                  or expired
              
              
              (1,486,387
              )
              
              1.43
              
              
              -
              
              
              (1,506,631
              )
              
              -Outstanding
                  June 30, 2008
              
              
              9,603,865
              
              $
              1.08
              
              
              8.3
              
              $
              8,180,596
              
              $
              572,618Exercisable
                  June 30, 2008
              
              
              5,899,635
              
              $
              1.13
              
              
              8.8
              
              $
              5,903,897
              
              $
              572,618
 
 (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
                  ourcommon
                  stock as of June 30, 2008, for those awards that have an exercise
                  price
                  currently below the closing price as of June 30, 2008.Awards
                  with an exercise price above the closing price as of June 30, 2008
                  are
                  considered to have no intrinsic value.
 (3)
              The
                  aggregate intrinsic value for exercised options was $10,750 and
                  zero for
                  the three months ended June 30, 2008 and 2007 and $10,750 and$2,155,355
                  for the six months ended June 30, 2008 and 2007.
 
 A
        summary
        of the status of the Company's nonvested shares as of June 30, 2008 and changes
        during the six months ended June 30, 2008 is presented below:
 
 WeightedAverageGrant-DateShares
              
              Fair ValueNonvested stock
                  options at December 31, 2007
              
              
              3,613,937
              
              $
              0.91Granted
              
              
              1,400,000
              
              
              0.55Vested
              
              
              (363,104
              )
              
              0.74Forfeited
              
              
              (946,603
              )
              
              0.92Nonvested
                  stock options at June 30, 2008
              
              
              3,704,230
              
              $
              0.61
 
 **13.**  **Net
        Loss Per Share**
 
 Since
        we
        incurred a loss from continuing operations for the three and six month periods
        ended June 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 six months
        ended June 30, 2008 were 1,318,339, respectively, and for the three months
        and
        six months ended June 30, 2007 were 2,326,224 and 2,495,295, 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 Six Months EndedJune 30,
              
              June 30,2008
              
              2007
              
              2008
              
              2007Net
                  loss applicable to common shareholders
              
              $
              (546,392
              )
              
              (1,932,221
              )
              $
              (2,131,838
              )
              
              (7,706,684
              )Weighted-average
                  common shares outstanding (for basic EPS)
              
              
              48,727,296
              
              
              39,912,583
              
              
              47,910,174
              
              
              38,339,842Add:Dilutive
                  share-based employee compensation (a)
              
              
              -
              
              
              -
              
              
              -
              
              
              -Dilutive
                  warrant shares (a)
              
              
              -
              
              
              -
              
              
              -
              
              
              -Dilutive
                  convertible term note (b)
              
              
              -
              
              
              -
              
              
              -
              
              
              -Weighted-average
                  common shares outstanding (for diluted EPS)
              
              
              48,727,296
              
              
              39,912,583
              
              
              47,910,174
              
              
              38,339,842Basic
                  EPS
              
              $
              (0.01
              )
              $
              (0.05
              )
              $
              (0.04
              )
              $
              (0.20
              )Diluted
                  EPS
              
              $
              (0.01
              )
              $
              (0.05
              )
              $
              (0.04
              )
              $
              (0.20
              )
 
 (a)
              1,318,339 and
                  2,326,224 of unexercised employee stock options and warrants were
                  not
                  included in the computation of diluted EPS for thethree
                  months ended June 30, 2008 and 2007, because to do so would have
                  been
                  anti-dilutive. (a) 1,318,339 and 2,495,295 of unexercisedemployee
                  stock options and warrants were not included in the computation
                  of diluted
                  EPS for the six months ended June 30, 2008 and 2007,because
                  to do so would have been
                  anti-dilutive.
 (b)
              As
                  of June 30, 2008, the convertible term debt instrument could not
                  be
                  converted into common stock due to the minimum stock priceconversion
                  feature. However, had the minimum stock price conversion feature
                  been met
                  along with other stipulations for conversion contained in theagreement,
                  the convertible term debt could potentially have been converted
                  to
                  2,588,432****shares
                  of common stock. These shares were not included in thecomputation
                  of diluted EPS for the period ended June 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. As of June 30, 2008, approximately $0.8
        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, 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.
 
 The
        Company has a past due receivable from E-Z-Go recorded at June 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.
  18
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        HOLDINGS CORP.
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        TO
        UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 *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 June 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 which will
        have up
        to six members from a variety of professional backgrounds. The 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.
 
 Longtime
        PGA Tour standout Brad Faxon was the first member appointed to the Board
        on
        April 22, 2008. Richard Spitz, Global Managing Partner of Korn/Ferry
        International’s Technology Market joined the Board on May 27, 2008. We will
        continue to add members as we identify likely candidates.
 
 *Board
        of Directors* –
        Effective May 8, 2008, Ron Bension was appointed as a director to the Company’s
        Board of Directors. Mr. Bension is not currently expected to be appointed
        to any
        committees of the Company’s Board. Mr. Bension has not previously held any
        positions in the Company and does not have family relations with any directors
        or executive officers of the Company. Mr. Bension replaced David Chazen,
        who
        resigned from the Board of Directors on May 8, 2008.
 
 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.
 
 *Executive
        Officers* –
        Effective August 6, 2008, the Company appointed Anthony S. Vitagliano as
        Senior
        Vice President, General Counsel and Corporate Secretary.
 
 *Litigation* –
        On November 3, 2007, the Company filed a patent litigation action and
        declaratory judgment action against GPS Industries, Inc. and UpLink Corporation
        (the “Patent Litigation”) in the United States District Court for the District
        of Arizona. The Patent Litigation alleges that both GPSI and UpLink infringe
        upon one or more of the Company’s patents and that an UpLink patent containing
        claims directed at advertising are invalid due to prior art. The judge in
        the
        case has required the parties to mediate the matter and a tentative date
        has
        been set for August 25, 2008.
 
 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 Solutions, LLC, Prolink Holdings Corp., and two other
        defendants LinksCorp,
  19
  PROLINK
        HOLDINGS CORP.
 NOTES
        TO
        UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 Inc.,
        and
        ABC National Television Sales, Inc., have infringed U.S. Patent No. 5,685,786
        (the “‘786 Patent”) and U.S. Patent No. 5,438,518 (the “‘518 Patent”).  The
‘786 patent relates to a golf information system relating to golfer location
        including an “output” means which in addition displays a product or service
        advertisements or endorsements which GPSI alleges the Company infringes. 
The '518 patent relates to Player's Positioning and Distance Finding which
        GPSI
        alleges the Company infringes.  Regarding the '786 patent, as discussed
        above, the Company had previously filed on November 3, 2007 in the United
        States
        District Court for the District of Arizona a complaint against GPS Inc. and
        Uplink Corporation asking for a judgment that the '786 was invalid due to
        prior
        art and a declaratory judgment that the Company does not infringe patent
        '786.  The Company does not expect any loss contingencies from this action
        on either patent and as such has recorded no liability for any potential
        loss at
        June 30, 2008.
 
 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 ("ProLink").
        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.
  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” or “we”) 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 one wholly-owned operating subsidiary, ProLink Solutions,
        LLC, and one non-operating subsidiary, 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, Europe, 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 who have executed
        a distribution agreement with ProLink, except for Japan and Canada, where
        ProLink sells directly to a publicly-held company that owns and operates
        golf
        courses.
  On
        May
        12, 2008, ProLink Solutions, LLC signed an exclusive distribution agreement
        with
        Sport Business Group to install our systems at golf courses and resorts
        throughout France. Sport Business Group will oversee the sales, installation
        and
        service of our screens mounted on golf carts in France. Sport Business Group
        and
        ProLink will partner on the advertising platform on the ProLink-installed
        courses across France, which potentially could include more than 400
        courses.
 21
 On
        May
        14, 2008, ProLink Solutions, LLC signed an exclusive distribution agreement
        with
        Golf Consulting Services to install our systems at golf courses and resorts
        in
        Spain and Portugal. Golf Consulting Services will oversee the sales, marketing,
        distribution and service of our golf course management systems in Spain and
        Portugal.
 
 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 is 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.
 
 **Results
        of Operations**
 
 The
        financial results for the three months ended June 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.
 
 **Three
        Months Ended June 30, 2008 and 2007**
 
 **Three Months Ended****June 30,**
              
              **June 30,**
              
              **Change****2008**
              
              **2007**
              
              $
              
              %**REVENUES:**New System Sales
              
              
              5,455,663
              
              
              4,658,410
              
              
              797,253
              
              
              17.1
              %Service Revenue
              
              
              775,578
              
              
              666,448
              
              
              109,130
              
              
              16.4
              %Finance Revenue, net
              
              
              315,509
              
              
              -
              
              
              315,509
              
              
              n/aAdvertising Revenue
              
              
              116,922
              
              
              134,178
              
              
              (17,256
              )
              
              -12.9
              %**TOTAL
                  REVENUE**
              
              
              6,663,672
              
              
              5,459,036
              
              
              1,204,636
              
              
              22.1
              %**COST
                  OF REVENUES:******New System Cost
              
              
              2,533,746
              
              
              2,334,491
              
              
              199,255
              
              
              8.5
              %Service Cost
              
              
              756,052
              
              
              848,283
              
              
              (92,231
              )
              
              -10.9
              %Advertising Cost
              
              
              49,763
              
              
              50,087
              
              
              (324
              )
              
              -0.6
              %Finance Cost
              
              
              24,618
              
              
              -
              
              
              24,618
              
              
              n/aOther Cost
              
              
              4,338
              
              
              36,579
              
              
              (32,241
              )
              
              -88.1
              %**TOTAL
                  COST OF REVENUE**
              
              
              3,368,517
              
              
              3,269,440
              
              
              99,078
              
              
              3.0
              %**GROSS
                  MARGIN**
              
              
              3,295,155
              
              
              2,189,596
              
              
              1,105,558
              
              
              50.5
              %**TOTAL
                  OPERATING EXPENSES**
              
              
              3,372,107
              
              
              4,105,002
              
              
              (732,895
              )
              
              -17.9
              %**INCOME
                  (LOSS) FROM OPERATIONS**
              
              
              (76,952
              )
              
              (1,915,406
              )
              
              (1,838,454
              )
              
              96.0
              %**TOTAL
                  OTHER (INCOME) EXPENSE**
              
              
              469,440
              
              
              196,378
              
              
              273,062
              
              
              139.0
              %**LOSS
                  BEFORE TAXES**
              
              
              **(546,392**
              **)**
              
              **(2,111,784**
              **)**
              
              **1,565,392**
              
              
              **-74.1**
              **%**
 
 Revenue:
 
 Total
        revenue was approximately $6.7 million and $5.5 million for the three months
        ended June 30, 2008 and 2007, respectively, representing an increase of
        approximately $1.2 million, or 22.1%. The increase in total revenue was driven
        primarily by increases in our core Upgrades sales of $1.2 million and our
        Domestic sales of $0.7 million. This $1.9 million increase was driven by
        our
        increased focus on sales in these areas. 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. An
        increase in units drove the increase in Domestic new sales. Additionally,
        Domestic sales increased due to our previously announced sale with Pacific
        Air
        Force (“PACAF”) on various Air Force bases, which increased revenue by $0.7
        million in the quarter. This sale was financed by a related party transaction
        as
        outlined in Note 14 above. 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. Sales from Financing of $0.3 million
        and Service of $0.8 million supplemented our increased sales.
 
 22
  Offsetting
        these increases was a decrease in International sales of $1.0 million.
        International revenue was $0.6 million for the second quarter of 2008 versus
        $1.6 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 June 30, 2008, international sales were 8.3% of overall
        sales compared to 29.4% for the same period for the prior year. In May 2008,
        we
        established relationships with new international distributors including
        distribution agreements for France, Spain and Portugal, as well as individual
        course sales in Canada. As a result of these relationships, we generated
        $0.6
        million in sales during the quarter ended June 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.
  Cost
        of Revenues:
 
 Cost
        of
        revenues for the three months ended June 30, 2008 of $3.4 million increased
        approximately $0.1 million compared to the same period in 2007 of $3.3 million.
        The increased costs were related to the higher volume of Domestic ($0.7 million)
        and Upgrade ($1.2 million) sales, which is the result of our change in focus
        from International to Domestic sales.
  Offsetting
        these increases were decreases in International sales of $0.5 million and
        Service sales of $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.
  Gross
        Margin
 
 Gross
        margin for the three months ended June 30, 2008 was approximately $3.3 million,
        or 49.4% of total revenues, compared to approximately $2.2 million, or 40.1%
        of
        total revenues, for the three months ended June 30, 2007, an increase of
        9.3%.
        Gross margin was impacted by the items above.
 
 Gross
        margin on system sales was 53.6% for the three months ended June 30, 2008
        versus
        49.9% for the three months ended June 30, 2007, an increase of 3.7% overall.
        This is due primarily to the increase in the margin for Upgrades, 76.9% for
        first quarter 2008 versus 52.4% for second quarter 2007. Increased sales
        for
        Upgrades drove the increase in the margin. Also increasing was the International
        margin of 53.1%, an increase of 0.6% from the 2007 margin of 52.5% as our
        new
        distributors have incentives and different costs structures than our former
        international distributor.
  Offsetting
        the impact of the incline in the Upgrade margin, Domestic system sales margin
        decreased 9.3%, at 37.8% for the three months ended June 30, 2008 versus
        47.1%
        for the same period of 2007. The decrease is due to slightly lower sales
        prices
        in an effort to increase sales and our media footprint in certain demographic
        markets. Also, the second quarter is typically the most effective period
        to
        offer incentives to new buyers to purchase the system as this is typically
        the
        peak season for golf.
  Gross
        margin was also significantly impacted by the improvement in our Service
        margin
        for the three months ended June 30, 2008, a positive margin of 2.5%, up from
        a
        loss margin of 27.3% for the three months ended June 30, 2007. Management
        expects gross margins on system sales to continue to improve in 2008 with
        continued sales of pre-owned GameStar systems at higher than average gross
        margin. Management also expects continued improvement on Service margin
        performance as newer service contracts at higher rates, as well as improved
        proximity of golf courses, result in more efficient service technician time
        and
        less travel expenses, which are expected to continue the path towards increased
        service profitability.
  23
 
 Operating
        Expenses
 
 Total
        Operating Expenses:
 
 Total
        operating expenses decreased $0.7 million, or 17.9%, to $3.4 million for
        the
        three months ended June 30, 2008 from $4.1 million over the same period in
        2007.
        The decrease is primarily related to lower Sales and Marketing costs of
        approximately $0.2 million, Research and Development costs of $0.3 million
        and
        General and Administrative costs of $0.3 million. These decreases were offset
        by
        an increase in expenses relating to Partner Management and Customer Support
        of
        $0.1 million.
 
 Sales
        and
        Marketing:
 
 Sales
        and
        Marketing expenses of $0.7 million decreased $0.2 million for the three months
        ended June 30, 2008 from $0.9 million for the three months ended June 30,
        2007.
        The decrease in Sales and Marketing expenses was primarily driven by a reduction
        in headcount of ten employees and the associated salary, bonus and travel
        expenses of $0.2 million.
 
 Research
        and Development:
  Research
        and Development expenses decreased by $0.3 million due to the elimination
        of the
        Research and Development department that was based in Ohio; therefore, in
        2008,
        we expect minimal costs associated with the Research and Development
        department.
  General
        and Administrative:
 
 General
        and Administrative costs of $1.9 million for the three months ended June
        30,
        2008 decreased $0.3 million, or 15.1%, compared to the three months ended
        June
        30, 2007 of $2.2 million. This decrease is primarily related to a decrease
        in
        headcount for back office support departments associated with the implementation
        of our strategic plan.
 
 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 $0.9 million for the
        three
        months ended June 30, 2008, compared to $0.8 million for the same period
        in
        2007, an increase of $0.1 million or 11.4%. 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 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.
 
 24
  **Six
        Months Ended June 30, 2008 and 2007**
 
 **For the Six Months Ended****June 30,**
              
              **June 30,**
              
              **Change****2008**
              
              **2007**
              
              $
              
              %**REVENUES:**New
                  System Sales
              
              
              10,334,565
              
              
              9,860,074
              
              
              474,491
              
              
              4.8
              %Service
                  Revenue
              
              
              1,364,848
              
              
              1,197,325
              
              
              167,523
              
              
              14.0
              %Finance
                  Revenue, net
              
              
              529,959
              
              
              981,786
              
              
              (451,827
              )
              
              -46.0
              %Advertising
                  Revenue
              
              
              172,827
              
              
              153,534
              
              
              19,293
              
              
              12.6
              %**TOTAL
                  REVENUE**
              
              
              12,402,198
              
              
              12,192,719
              
              
              209,479
              
              
              1.7
              %**COST
                  OF REVENUES:**New
                  System Cost
              
              
              5,124,952
              
              
              5,038,823
              
              
              86,129
              
              
              1.7
              %Service
                  Cost
              
              
              1,289,832
              
              
              1,728,832
              
              
              (439,000
              )
              
              -25.4
              %Advertising
                  Cost
              
              
              66,510
              
              
              66,260
              
              
              250
              
              
              0.4
              %Finance
                  Cost
              
              
              51,779
              
              
              -
              
              
              51,779
              
              
              n/aOther
                  Cost
              
              
              11,274
              
              
              205,765
              
              
              (194,491
              )
              
              -94.5
              %**TOTAL
                  COST OF REVENUE**
              
              
              6,544,347
              
              
              7,039,680
              
              
              (495,333
              )
              
              -7.0
              %**GROSS
                  MARGIN**
              
              
              5,857,852
              
              
              5,153,039
              
              
              704,813
              
              
              13.7
              %**TOTAL
                  OPERATING EXPENSES**
              
              
              7,026,082
              
              
              8,485,949
              
              
              (1,459,867
              )
              
              -17.2
              %******INCOME
                  (LOSS) FROM OPERATIONS**
              
              
              (1,168,230
              )
              
              (3,332,910
              )
              
              2,164,680
              
              
              -64.9
              %**TOTAL
                  OTHER (INCOME) EXPENSE**
              
              
              963,608
              
              
              652,836
              
              
              310,772
              
              
              47.6
              %**LOSS
                  BEFORE TAXES**
              
              
              **(2,131,838**
              **)**
              
              **(3,985,746**
              **)**
              
              **1,853,908**
              
              
              **-46.5**
              **%**
 
 Revenue:
 
 Total
        revenue was approximately $12.4 million and $12.2 million for the six months
        ended June 30, 2008 and 2007, respectively, representing an increase of
        approximately $0.2 million, or 1.7%. The increase in total revenue was driven
        primarily by increases in sales of our core Upgrades of $2.6 million and
        Domestic of $1.5 million. This $4.1 million increase was driven by our increased
        focus on sales in these areas. 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. An increase in
        units
        drove the increase in Domestic new sales. Additionally, Domestic sales increased
        due to our previously announced sale with Pacific Air Force (“PACAF”) on various
        Air Force bases, which increased revenue by $0.8 million in the quarter.
        This
        sale was financed by a related party transaction as outlined in Note 14 above.
        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. An increase in sales from Service of $0.2 million
        supplemented our increased sales.
  Offsetting
        these increases were decreases in International sales of $3.7 million and
        Finance of $0.5 million. International revenue was $0.6 million for the six
        months ended June 30, 2008 versus $4.3 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 six month period ending June 30, 2008, International
        sales were 5.1% of overall sales compared to 35.2% for the same period for
        the
        prior year. Our former international distributor accounted for $6.4 million
        in
        revenues for the full year 2007. In May 2008, we established relationships
        with
        new international distributors including distribution agreements for France,
        Spain and Portugal, as well as individual course sales in Canada. As a result
        of
        these relationships, we generated $0.6 million in sales during the six months
        ended June 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
        six
        month period of 2008 compared to 2007 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.
  25
  Cost
        of Revenues:
 
 Cost
        of
        revenues for the six months ended June 30, 2008 of $6.5 million decreased
        approximately $0.5 million compared to the same period in 2007 of $7.0 million.
        Driving the decrease were International ($2.0 million) and Service ($0.4
        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.
  Offsets
        to the decreased costs were related to the higher volume of sales of Domestic
        sales of $1.6 million and Upgrades sales of $0.5 million, which is the result
        of
        our change in focus from International to Domestic sales.
  Gross
        Margin
 
 Gross
        margin for the six months ended June 30, 2008 was approximately $5.9 million,
        or
        47.2% of total revenues, compared to approximately $5.2 million, or 42.3%
        of
        total revenues, for the six months ended June 30, 2007. Gross margin was
        impacted by the items above.
 
 Gross
        margin on system sales was 50.4% for the six months ended June 30, 2008 versus
        48.9% for the six months ended June 30, 2007, due primarily to the increase
        in
        the margin for Upgrades, 71.5% for second quarter 2008 versus 52.5% for second
        quarter 2007. An 176.5% increase in sales of Upgrades drove the increase
        in the
        margin. Also, the International margins increased 4.6% period over period,
        as
        our new distributors have incentives and different cost structures than our
        former international distributor.
  Offsetting
        the impact of the incline in the Upgrade margin, Domestic system sales margin
        decreased by 14.2%, at 34.9% for the six months ended June 30, 2008 versus
        49.1%
        for the same period of 2007. The decrease is due to slightly lower sales
        prices
        in an effort to increase sales and our media footprint in certain demographic
        markets. Also, the second quarter is typically the most effective period
        to
        offer incentives to new buyers to purchase the system as this is typically
        the
        peak season for golf.
  Gross
        margin was also significantly impacted by the improvement in our Service
        margin
        for the six months ended June 30, 2008, a positive margin of 5.5%, up from
        a
        loss margin of 44.4% for the six months ended June 30, 2007. Management expects
        gross margins on system sales to continue to improve in 2008 with continued
        sales of pre-owned GameStar systems at higher than average gross margin.
        Management also expects continued improvement on service margin performance
        as
        newer service contracts at higher rates, as well as improved proximity of
        golf
        courses, result in more efficient service technician time and less travel
        expenses, which are expected to continue the path towards increased service
        profitability.
  Operating
        Expenses
 
 Total
        Operating Expenses:
 
 Total
        operating expenses decreased $1.5 million, or 17.2%, to $7.0 million for
        the six
        months ended June 30, 2008 from $8.5 million over the same period in 2007.
        The
        decrease is primarily related to lower Sales and Marketing costs of
        approximately $0.8 million, Research and Development costs of $0.6 million
        and
        General and Administrative costs of $0.5 million. These decreases were offset
        by
        an increase of expenses in Partner Management and Customer Support of $0.5
        million.
 
 Sales
        and
        Marketing:
 
 Sales
        and
        Marketing expenses of $1.6 million decreased $0.8 million for the six months
        ended June 30, 2008 from $2.4 million for the six months ended June 30, 2007.
        The Sales and Marketing decrease was primarily driven by a reduction in
        headcount of ten employees and the associated salary, bonus and travel expenses
        of $0.4 million. Also contributing to the decrease was lower advertising
        and
        commission expenses and marketing rebates of $0.6 million.
 
 Research
        and Development:
  Research
        and Development expenses decreased by $0.6 million due to the elimination
        of the
        Research and Development department that was based in Ohio; therefore, in
        2008,
        we expect minimal costs associated with the Research and Development
        department.
  26
  General
        and Administrative:
 
 General
        and Administrative costs of $3.7 million for the six months ended June 30,
        2008
        decreased $0.5 million, or 11.4%, compared to the six months ended June 30,
        2007
        of $4.2 million. This decrease is primarily related to a decrease in headcount
        for back office support departments associated with the implementation of
        our
        strategic plan.
 
 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 $1.7 million for the
        six
        months ended June 30, 2008, compared to $1.3 million for the same period
        in
        2007, an increase of $0.4 million or 36.9%. 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.
  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. However, our cash balances,
        cash
        flows and new credit facilities are expected to be sufficient to meet our
        expected, recurring operating commitments and to fund planned capital
        expenditures in 2008. Should we fail to meet budget goals during 2008, we
        may
        require additional funding from debt or equity sources. Management will take
        advantage of favorable market conditions for raising additional capital should
        the opportunity present itself during the 2008 year.
  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 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. Management believes that these actions will enable
        the
        Company to fund operations through 2008. There is no remaining availability
        under the Credit Facility at June 30, 2008 but it will become available through
        the normal course of business with the collection of our
        receivables.
  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.
  We
        have
        no present intention to use our available funds to pay cash
        dividends.
  At
        June
        30, 2008, we had $2,450,032 in cash and cash equivalents, compared to $2,829,496
        at December 31, 2007.
 
 Cash
        provided by/(used in) operating activities was $820,582 and $(7,654,703)
        for the
        six months ended June 30, 2008 and 2007, respectively. The increase in cash
        provided by operating activities primarily relates to cash used in working
        capital components, which was $2.1 million and $(4.9 million), for the six
        months ended June 30, 2008 and 2007, respectively.
  Cash
        used
        for investing activities was $46,027 and $556,625 for the six months ended
        June
        30, 2008 and 2007, respectively.
  Financing
        activities used approximately $1,154,020 in net cash for the six months ended
        June 30, 2008, compared to $7,167,773 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.
  Laurus
        Agreement :
 
 On
        April
        10, 2008, ProLink Holdings Corp. (the “Company”) and its operating subsidiary,
        ProLink Solutions, LLC (“ProLink Solutions” and, together with the Company, the
“ProLink Entities”), entered into a definitive Amended and Restated Security
        Agreement (the “Agreement”), by and among the ProLink Entities, Valens U.S. SPV
        I, LLC (“Valens U.S.”), Valens Offshore SPV I, Ltd. (“Valens Offshore”), PSource
        Structured Debt Limited (“PSource”), Calliope Capital Corporation (“Calliope”
and, together with Valens U.S., Valens Offshore and PSource, the “Lenders”) and
        LV Administrative Services, Inc., as collateral agent for the Lenders (the
        “Agent”). The Agreement amended and restated in its entirety that certain
        Security Agreement, dated as of August 17, 2007, by and among the ProLink
        Entities and Calliope and subsequently assigned to the other Lenders (the
        “Original Agreement”), as disclosed in the Company’s Current Report on Form 8-K
        filed with the Securities and Exchange Commission on August 22, 2007. The
        parties to the Agreement also entered into certain related ancillary documents.
        The loan funded on April 10, 2008.
  27
  The
        $12,100,000 credit facility made available under the Agreement (the “Credit
        Facility”), which increased the facility under the Original Agreement by an
        aggregate amount of $3,100,000, consists of (i) an Amended and Restated Secured
        Revolving Note issued to Calliope, which increased the principal amount loaned
        thereunder from $5,000,000 to $6,000,000 (the “Revolver”) and (ii) a term loan
        (the “Term Loan”), consisting of Amended and Restated Secured Convertible Term
        Notes issued to each of Valens U.S., Valens Offshore and PSource, 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 47 equal monthly payments of $101,667
        beginning on October 1, 2008 with a final principal payment of $1,321,667
        due
        and payable on the Term Loan maturity date, subject to acceleration upon
        the
        occurrence of an event on default. On and after August 17, 2008, the holder
        shall have the right to convert any portion of the outstanding amount of
        principal due under the Term Loan into shares of the Company’s 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 Agreement, the ProLink Entities granted to
        the
        Lenders a security interest in their assets and property, including a security
        interest in the intellectual property of the ProLink Entities in favor of
        the
        Agent, as set forth in the Amended and Restated Intellectual Property Security
        Agreement, by and among the ProLink Entities and the Agent. Additionally,
        the
        Company pledged to the Lenders, in favor of the Agent, its ownership interest
        in
        ProLink Solutions, pursuant to the Amended and Restated Membership Interest
        Pledge Agreement, by and among the ProLink Entities and the Agent.
  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, the ProLink Entities shall pay additional interest
        on
        the outstanding principal balance in an amount equal to 2% per month until
        the
        default is cured. The Agreement requires the Company 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 for
        the prior four fiscal quarters of not less than $5,000,000; a consolidated
        leverage ratio (as defined in the Agreement) not greater than 4.0 to 1.0;
        and a
        consolidated fixed charge coverage ratio (as defined in the Agreement) for
        the
        prior four fiscal quarters of not less than 1.0 to 1.0.
  In
        connection with the Credit Facility, the ProLink Entities 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.
        The Company has the option to prepay this additional interest obligation.
        The
        Company shall have the option of paying 20% of such monthly amount in shares
        of
        the Company’s common stock so long as the number of such shares does not exceed
        25% of the average number of shares of the Company’s common stock traded per day
        for the 20 consecutive trading days prior to such payment date. The number
        of
        shares shall 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, the Company shall have the option to pay at
        least
        ten percent of such monthly amounts in shares of the Company’s common
        stock.
  In
        connection with and subject to the closing of the Credit Facility, and pursuant
        to a proposal letter, the Company issued to Laurus Master Fund, Ltd. (“Laurus”),
        in favor of the Lenders, an aggregate of 1,000,000 shares of its common stock
        (the “Closing Shares”). The Closing Shares will be subject to a lock-up
        period until September 30, 2008, during which time Closing Shares cannot be
        sold or otherwise transferred without the prior written consent of the
        Company. Additionally, for the period from October 1, 2008 until June 30,
        2009,
        any dispositions made by Laurus and the Lenders will be subject to the volume
        limitations under Rule 144 of the Securities Act of 1933, as amended.
  28
  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.
 
 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. We do not believe there have been 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**
  ***Conclusion
        Regarding the Effectiveness 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 our
        Principal Executive Officer and Principal Financial Officer, as appropriate,
        to
        allow for timely decisions regarding required disclosure. Our management,
        with
        the participation of the 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
        have
        concluded that our disclosure controls and procedures (as defined in Rules
        13a-15)e) and 15d-15(e) are effective.
 
 29
  ***Changes
        in Internal Controls over Financial Reporting*** .
 
 We
        have
        evaluated our internal control over financial reporting as of the end of
        our
        second 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 12 a-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. Textron and the Company filed Motions to
        Dismiss was denied. The parties conducted a mediation in Connecticut which
        was
        unsuccessful. After the mediation, the parties tried, unsuccessfully, to
        settle
        the case. A Motion for Summary Judgment is pending against the Company. Another
        mediation is scheduled for July 29, 2008. Trial has been set for October
        21,
        2008. It is difficult to determine the likelihood of an unfavorable outcome,
        however an unfavorable outcome is possible. The range of recovery for Blackledge
        on its claim against the Company is estimated between $0 and $450,000. At
        June
        30, 2008, no liability has been reported in the accompanying condensed
        consolidated financial statements for any potential loss arising from this
        claim.
 
 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.  A preliminary hearing on this arbitration is
        scheduled for August 12, 2008.  The Company does not believe that any loss
        is probable and accordingly has not accrued a liability related to this
        complaint as of June 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
        Holdings Corporation, ProLink Solutions, LLC (“ProLink”) and nine other
        defendants have infringed and continue to infringe United States Patent Number
        5,507,485 (“the ‘485 patent”) and seeking, *inter
        alia* ,
        an
        award of monetary damages, costs and injunctive relief. ( *Roblor
        Marketing Group, Inc. v. ProLink Holding Corporation et al.* (08-021496-CIV)). On July 25, 2008, ProLink filed its Answer, Affirmative
        Defenses and Counterclaims (“Answer”), wherein ProLink denied that it has
        infringed or is infringing the ‘485 patent, and further denied, *inter
        alia* ,
        that
        Roblor is entitled to monetary damages, costs or injunctive relief. ProLink’s
        Answer also asserted counterclaims seeking a judicial declaration that that
‘485
        patent is invalid, unenforceable and not infringed, and further seeking an
        award
        of attorneys fees, costs and other relief deemed just and proper by the court.
        ProLink will defend itself vigorously in this lawsuit. At June 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.
 
 30
 
 **Item
        2. Unregistered Sales of Equity Securities and Use of
        Proceeds** .
 
 On
        April
        14, 2008, an additional 800,000 shares of common stock were issued to Merriman,
        Curhan and Ford and recorded as offering costs in connection with the Credit
        Facility, as disclosed above in Item 1, which is incorporated herein by
        reference. Such securities were issued pursuant to Rule 506 of Regulation
        D
        promulgated under the Securities Act.
 
 **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**
  **INDEX
        OF EXHIBITS**
  ExhibitNumber
              
              Description10.1
              
              Exclusive
                  Licensing and Distribution Agreement, by and between ProLink Solutions,
                  LLC and Sport Business Group, dated as of May 12, 2008.
                  +*10.2
              
              Exclusive
                  Licensing and Distribution Agreement, by and between ProLink Solutions,
                  LLC and Golf Consulting Services, dated as of May 14, 2008.
                  +*10.3
              
              Assignment
                  of Lease, by and between ProLink Solutions, LLC and FOC Financial
                  Limited
                  Partnerhip, dated as of May 16, 2008. +*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. +
 
 +
              Filed
                  herewith
 *
              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.
  31
  **SIGNATURES**
 
 In
        accordance with Section 13 or 15(d) of the Exchange Act, the registrant has
        caused this report to be signed on its behalf by the undersigned, thereunto
        duly
        authorized, in the City of Chandler, State of Arizona, on this 14th day of
        August, 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)
  32