**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 March 31, 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, or 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
            Smaller reporting companyRreporting company)





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 48,838,107 shares of common stock, par value of $0.01 per share,
      outstanding as of May 14, 2008.
















**PROLINK
      HOLDINGS CORP.**


**FOR
      THE PERIOD ENDED MARCH 31, 2008**


**FORM
      10-Q**





**TABLE
      OF CONTENTS**





**Page****PART
                I. Financial Information**Item 1.
            Financial
                StatementsUnaudited
                Condensed Consolidated Statements of Operations for the Three Months
                Ended
                March 31, 2008 and 2007
            3Condensed
                Consolidated Balance Sheets for the Three Months Ended March 31,
                2008
                (Unaudited) and the Year Ended December 31, 2007
            4Unaudited
                Condensed Consolidated Statements of Cash Flows for the Three Months
                Ended
                March 31, 2008 and 2007
            5Notes
                to Unaudited Consolidated Financial Statements
            6Item 2.
            Management’s
                 Discussion and Analysis of Financial Condition and Results of
                Operations
            20Item 3.
            Qualitative
                and Quantitative Disclosures About Market Risk
            25Item 4T.
            Controls
                and Procedures
            25**PART
                II. Other Information**Item 1.
            Legal
                Proceedings
            26Item 2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            26Item 3.
            Defaults
                Upon Senior Securities
            26Item 4.
            Submission
                of Matters to a Vote of Security Holders
            26Item 5.
            Other
                Information
            26Item 6.
            Exhibits
            27Signatures





2




**PART
      I - FINANCIAL INFORMATION**


**Item
      1. Financial Statements**





**PROLINK
      HOLDINGS CORP.**


**UNAUDITED
      CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS**





Three Months Ended March 31,2008
            
            2007**REVENUES:**New
                System SalesDomestic
            
            $
            2,703,674
            
            $
            1,848,658International
            
            
            78,957
            
            
            2,684,225Upgrades
            
            
            2,096,271
            
            
            668,781Total
                New System Sales
            
            
            4,878,902
            
            
            5,201,664Service
                Revenue
            
            
            589,270
            
            
            530,877Finance
                Revenue, net
            
            
            214,450
            
            
            981,786Advertising
                Revenue
            
            
            55,905
            
            
            19,356**TOTAL
                REVENUE**
            
            
            5,738,527
            
            
            6,733,683**COST
                OF REVENUES:**New
                System Cost:Domestic
            
            
            1,266,715
            
            
            898,664International
            
            
            43,105
            
            
            1,488,401Upgrades
            
            
            1,288,322
            
            
            317,267Total
                New System Cost
            
            
            2,598,142
            
            
            2,704,332Service
                Cost
            
            
            533,782
            
            
            880,549Advertising
                Cost
            
            
            16,747
            
            
            -Other
                Cost
            
            
            27,160
            
            
            185,359**TOTAL
                COST OF REVENUE**
            
            
            3,175,831
            
            
            3,770,240**GROSS
                MARGIN**
            
            
            2,562,696
            
            
            2,963,443**OPERATING
                EXPENSES:**Sales
                and Marketing
            
            
            888,552
            
            
            1,546,115Partner
                Management and Customer Support
            
            
            870,248
            
            
            494,229Research
                and Development
            
            
            1,190
            
            
            293,016General
                and Administrative
            
            
            1,893,985
            
            
            2,047,587**TOTAL
                OPERATING EXPENSES**
            
            
            3,653,975
            
            
            4,380,947**LOSS
                FROM OPERATIONS**
            
            
            (1,091,279
            )
            
            (1,417,504
            )**OTHER
                INCOME (EXPENSE):**Interest
                Expense
            
            
            (500,233
            )
            
            (479,904
            )Other
                Income (Expense)
            
            
            6,065
            
            
            23,446**TOTAL
                OTHER INCOME (EXPENSE)**
            
            
            (494,168
            )
            
            (456,458
            )**LOSS
                BEFORE TAXES**
            
            
            (1,585,447
            )
            
            (1,873,962
            )Income
                Tax Provision
            
            
            -
            
            
            -**NET
                LOSS**
            
            
            (1,585,447
            )
            
            (1,873,962
            )Dividends
                on Series C Preferred Shares
            
            
            -
            
            
            3,900,501**NET
                LOSS APPLICABLE****TO
                COMMON SHAREHOLDERS**
            
            $
            (1,585,447
            )
            $
            (5,774,463
            )**BASIC
                LOSS PER COMMON SHARE**
            
            $
            (0.03
            )
            $
            (0.16
            )**DILUTED
                LOSS PER COMMON SHARE**
            
            $
            (0.03
            )
            $
            (0.16
            )**WEIGHTED
                AVERAGE SHARES OUTSTANDING:**Basic
            
            
            47,093,052
            
            
            36,739,567Diluted
            
            
            47,093,052
            
            
            36,739,567





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





3


**PRPROLINK
      HOLDINGS CORP.**


**CONDENSED
      CONSOLIDATED BALANCE SHEET**





March 31,
            
            December 31,2008
            
            2007*(Unaudited)***ASSETS**CURRENT
                ASSETS:Cash
                and cash equivalents
            
            $
            679,711
            
            $
            2,829,496Accounts
                receivable, net of an allowance for doubtful accountsof
                $5,221,459 and $5,221,919, respectively
            
            
            6,153,906
            
            
            4,159,184Inventories,
                net of allowance of $293,071 and $239,373
            
            
            2,729,475
            
            
            2,619,457Prepaid
                expenses and other current assets
            
            
            1,833,425
            
            
            1,611,382TOTAL
                CURRENT ASSETS
            
            
            11,396,517
            
            
            11,219,519EQUIPMENT,
                NET
            
            
            692,213
            
            
            774,852INTANGIBLE
                ASSETS, net of accumulated amortization of $1,226,940 and
                $1,126,045
            
            
            1,959,681
            
            
            2,059,776GOODWILL
            
            
            259,149
            
            
            259,149INTEREST
                IN RESIDUAL LEASE EQUIPMENT
            
            
            5,653,357
            
            
            5,060,938DEPOSITS
                AND OTHER ASSETS
            
            
            1,787,173
            
            
            1,963,727TOTAL
                ASSETS
            
            $
            21,748,090
            
            $
            21,337,961**LIABILITIES
                AND STOCKHOLDERS’ EQUITY (DEFICIT)**CURRENT
                LIABILITIES:Accounts
                payable
            
            $
            5,934,453
            
            $
            4,427,266Accrued
                liabilities
            
            
            2,303,874
            
            
            2,169,024Current
                portion of long-term debt and short-term financing
            
            
            6,017,451
            
            
            6,049,788Deferred
                revenue
            
            
            191,950
            
            
            195,680TOTAL
                CURRENT LIABILITIES
            
            
            14,447,728
            
            
            12,841,758LONG-TERM
                DEBT, net of current portion and discount of $695,144 and
                $741,788
            
            
            4,147,730
            
            
            4,502,096OTHER
                LONG-TERM LIABILITIES
            
            
            130,000
            
            
            130,000TOTAL
                LIABILITIES
            
            
            18,725,458
            
            
            17,473,854COMMITMENTS
                AND CONTINGENCIESSTOCKHOLDERS'
                EQUITY (DEFICIT):Series
                C Preferred shares, par value $.001, 10,000,000 sharesauthorized;
                no shares issued and outstanding
            
            
            -
            
            
            -Common
                shares, par value $.0001; 200,000,000 shares authorized;48,038,107
                and 47,038,107 issued and outstandingat
                March 31, 2008 and December 31, 2007, respectively
            
            
            4,804
            
            
            4,704Additional
                paid-in capital
            
            
            34,733,208
            
            
            33,989,336Accumulated
                deficit
            
            
            (31,715,380
            )
            
            (30,129,933
            )TOTAL
                STOCKHOLDERS' EQUITY (DEFICIT)
            
            
            3,022,632
            
            
            3,864,107TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
            
            $
            21,748,090
            
            $
            21,337,961





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





4





**PROLINK
      HOLDINGS CORP.**


**UNAUDITED
      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS**





Three Months Ended March 31,2008
            
            2007Net
                loss
            
            $
            (1,585,447
            )
            $
            (1,873,962
            )Adjustments
                to reconcile net loss to cash used in operating
                activities:Depreciation
                and amortization
            
            
            184,764
            
            
            170,367Stock-based
                compensation
            
            
            254,625
            
            
            284,780Amortization
                of warrants related to financing
            
            
            108,292
            
            
            -Non-cash
                interest payment
            
            
            213,510
            
            
            -Amortization
                of prepaid consulting fees
            
            
            25,628
            
            
            -Residual
                value of leases
            
            
            (592,419
            )
            
            (21,421
            )Provision
                uncollectible receivables
            
            
            (460
            )
            
            61,673Provision
                for slow moving inventory
            
            
            53,698
            
            
            (44,705
            )Accretion
                of discount on notes payable
            
            
            46,644
            
            
            375,606Changes
                in working capital components:Accounts
                receivable
            
            
            (1,994,262
            )
            
            (3,594,261
            )Inventories
            
            
            (163,716
            )
            
            (22,632
            )Prepaid
                expenses and other assets
            
            
            309,938
            
            
            (36,522
            )Accounts
                payable
            
            
            1,507,187
            
            
            (934,050
            )Accrued
                liabilities
            
            
            134,850
            
            
            (415,636
            )Deferred
                revenue
            
            
            (3,730
            )
            
            (208,650
            )Net
                cash used in operating activities
            
            
            (1,500,898
            )
            
            (6,259,413
            )*-*CASH
                FLOWS FROM INVESTING ACTIVITIES:Purchase
                of property and equipment
            
            
            (2,030
            )
            
            (95,573
            )Purchase
                of Scorecast
            
            
            -
            
            
            (429,150
            )Net
                cash used in investing activities
            
            
            (2,030
            )
            
            (524,723
            )CASH
                FLOWS FROM FINANCING ACTIVITIES:Principal
                payments on debt
            
            
            (4,382,602
            )
            
            (4,817,530
            )Proceeds
                from sale of Series C Convertible Preferred Stock and receipt of
                subscription receivables
            
            
            -
            
            
            11,420,000Fees
                paid in connection with financing transaction
            
            
            -
            
            
            (928,974
            )Proceeds
                from Laurus factoring agreement
            
            
            3,735,745
            
            
            -Net
                cash provided (used) by financing activities
            
            
            (646,857
            )
            
            5,673,496NET
                DECREASE IN CASH
            
            
            (2,149,785
            )
            
            (1,110,640
            )Cash
                and cash equivalents, at beginning of the period
            
            
            2,829,496
            
            
            2,448,354Cash
                and cash equivalents, at end of the period
            
            $
            679,711
            
            $
            1,337,714





*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 operation,
      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 fiscal
      year ended December 31, 2007.





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





In
      September 2006, the Financial Accounting Standards Board (“FASB”) ratified
      Emerging Issues Task Force Issue (“EITF”) No. 06-1, “Accounting for
      Consideration Given by a Service Provider to Manufacturers or Resellers of
      Equipment Necessary for an End-Customer to Receive Service from the Service
      Provider.” This guidance requires the application of EITF No. 01-9, “Accounting
      for Consideration Given by a Vendor to a Customer,” when consideration is given
      to a reseller or manufacturer for benefit to the service provider’s end
      customer. EITF No. 01-9 requires the consideration given be recorded as a
      liability at the time of the sale of the equipment, and provides guidance for
      the classification of the expense. EITF No. 06-1 is effective for the first
      fiscal year that begins after June 15, 2007. The adoption of EITF No. 06-1
      did
      not have a material impact on our financial position or results of
      operations.





In
      September 2006, the FASB issued Statement of Financial Accounting Standards
      No.
      157, “Fair Value Measurements” (“SFAS 157”). The objective of the statement is
      to define fair value, establish a framework for measuring fair value and expand
      disclosures about fair value measurements. SFAS 157 is effective for interim
      and
      annual reporting periods beginning after November 15, 2007. However,
      in February 2008, the FASB deferred the effective date of SFAS 157 for one
      year for certain non-financial assets and non-financial liabilities, except
      those that are recognized or disclosed at fair value in the financial statements
      on a recurring basis (i.e., at least annually). T he
      adoption of SFAS 157 did not have a material impact on our financial position
      or
      results of operations.




In
      February 2007, the FASB issued Statement of Financial Accounting Standards
      No.
      159, “The Fair Value Option for Financial Assets and Financial Liabilities”
(“SFAS 159”). The Statement permits entities to measure many financial
      instruments and certain other items at fair value that are not currently
      required to be measured at fair value. The objective is to improve financial
      reporting by providing entities with the opportunity to mitigate volatility
      in
      reported earnings caused by measuring related assets and liabilities differently
      without having to apply complex hedge accounting provisions. SFAS 159 will
      be
      effective for the first fiscal year that begins after November 15, 2007. SFAS
      159 allows entities to irrevocably elect fair value as the initial and
      subsequent measurement attribute for certain financial assets and financial
      liabilities that are not otherwise required to be measured at fair value, with
      changes in fair value recognized in earnings as they occur. To date, the Company
      has not elected the fair value option for any of its financial assets or
      liabilities; as a result, the adoption of SFAS 159 has not had any effect on
      the
      Company’s results of operations or financial condition.




6




PROLINK
      HOLDINGS CORP.


NOTES
      TO
      UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





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.





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





Prepaid
      expenses and other current assets consist of the following:





March 31,
            
            December 31,2008
            
            2007Unamortized
                loan costs
            
            $
            792,128
            
            $
            411,400Unamortized
                loan costs - warrants
            
            
            434,357
            
            
            435,547Prepaid
                advertising
            
            
            286,422
            
            
            236,424Prepaid
                insurance
            
            
            128,118
            
            
            168,935Prepaid
                expenses
            
            
            149,317
            
            
            161,675Prepaid
                rent
            
            
            3,207
            
            
            6,414Deferred
                development costs
            
            
            20,995
            
            
            146,315Prepaid
                consulting
            
            
            18,881
            
            
            44,672Prepaid
                expenses and other current assets
            
            $
            1,833,425
            
            $
            1,611,382





7





PROLINK
      HOLDINGS CORP.


NOTES
      TO
      UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





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





Property
      and equipment consists of the following:





March 31,
            
            December 31,2008
            
            2007Manufacturing
                equipment
            
            $
            116,063
            
            $
            116,063Course
                assets
            
            
            25,024
            
            
            25,024Office
                equipment and fixtures
            
            
            108,052
            
            
            108,052Computer
                hardware
            
            
            288,636
            
            
            286,606Computer
                software*
            
            
            855,187
            
            
            855,187Leasehold
                improvements
            
            
            100,289
            
            
            100,289Total
                property and equipment
            
            
            1,493,251
            
            
            1,491,221Less:
                Accumulated depreciation
            
            
            (801,038
            )
            
            (716,369
            )Property
                and equipment, net
            
            $
            692,213
            
            $
            774,852




*Includes
      $100,000 of software purchased in ScoreCast acquisition. This amount is being
      amortized over a three year life. Unamortized amount at March 31, 2008 and
      December 31, 2007 was $58,333 and $66,667.





Depreciation
      expense was $84,669 and $79,510 for the three months ended March 31, 2008 and
      2007, respectively.





At
      March
      31, 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:





March 31,
            
            December 31,2008
            
            2007Residual
                interests in equipment purchased from E-Z-Go
            
            $
            1,000,810
            
            $
            1,181,885Parview
                residuals acquisition
            
            
            311,994
            
            
            311,994Residuals
                recognized on system sales
            
            
            4,103,483
            
            
            3,284,422Yamaha
                residuals acquisition
            
            
            237,070
            
            
            282,637Interest
                in residual lease equipment
            
            $
            5,653,357
            
            $
            5,060,938





8





PROLINK
      HOLDINGS CORP.


NOTES
      TO
      UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





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





Deposits
      and other assets consist of the following:





March
                31,
            
            December
                31,2008
            
            2007Deposits
            
            $
            70,756
            
            $
            38,144Course
                holdbacks, net of reserve
            
            
            19,832
            
            
            52,973Unamortized
                loan costs
            
            
            356,490
            
            
            542,017Unamortized
                loan costs - warrants
            
            
            163,357
            
            
            271,325Deferred
                advertising expense
            
            
            130,000
            
            
            -Accounts
                receivable - long term portion
            
            
            190,328
            
            
            202,860Accounts
                receivable - NCG restricted cash
            
            
            856,410
            
            
            856,410Deposits
                and other assets
            
            $
            1,787,173
            
            $
            1,963,729




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





Other
      accrued liabilities and current liabilities consist of the following:





March
                31,
            
            December
                31,2008
            
            2007Wages,
                commission and related benefits
            
            $
            586,752
            
            $
            352,582Professional
                fees
            
            
            248,278
            
            
            182,175Accrued
                vendor liability
            
            
            328,517
            
            
            617,345Customer
                deposits
            
            
            25,000
            
            
            25,000Accrued
                advertising commitments
            
            
            84,063
            
            
            241,190Accrued
                liability for lease buyouts
            
            
            991,310
            
            
            710,651Sales
                tax payable
            
            
            39,954
            
            
            40,081Accrued
                liabilities and other current liabilities
            
            $
            2,303,874
            
            $
            2,169,024





9




PROLINK
      HOLDINGS CORP.


NOTES
      TO
      UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS




**8.**
            **Debt**




Debt
      consists of the following:




March
                31,
            
            December
                31,2008
            
            20079.0%,
                revolving credit facility, due 2009, interest only payments until
                August
                2009, collateralized by all of the Company's assets
            
            $
            4,788,786
            
            $
            5,045,9619.0%,
                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
            
            
            4,000,000
            
            
            4,000,00043⁄4%
                Optimal license agreement, with a monthly payment of $24,800, due
                June
                2011
            
            
            879,221
            
            
            944,3917.5%
                GPSI license agreement, with a quarterly payment of $52,500, due
                September
                2011
            
            
            735,000
            
            
            787,50073⁄4%
                Microsoft Capital notes payable due 2010, with a monthly payment
                of
                $5,451, collateralized by licensed software rights
            
            
            153,496
            
            
            166,49673⁄4%
                Microsoft Capital notes payable due 2011**,**with a monthly payment of $5,563, collateralized by licensed software
                rights
            
            
            169,588
            
            
            182,57583⁄4%
                Microsoft Capital notes payable due 2011, with a monthly payment
                of
                $2,064, collateralized by licensed software rights
            
            
            72,876
            
            
            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
            
            
            36,125
            
            
            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
            
            
            56
            
            
            7,752Capital
                lease obligations, collaterilized by equipment, due 2009 to
                2011
            
            
            25,177
            
            
            27,968Total
                debt
            
            
            10,860,325
            
            
            11,293,672Less:
                Current portion
            
            
            (6,017,451
            )
            
            (6,049,788
            )Less:Discount
                associated with Warrants issued for Credit facility, 101⁄4% senior secured
                term loan due 2012,
            
            
            (608,875
            )
            
            (643,182
            )Discount
                associated with 7.5% GPSI license agreement due 2011
            
            
            (86,269
            )
            
            (98,606
            )Long-term
                debt, net of current maturities and discounts
            
            $
            4,147,730
            
            $
            4,502,096




10





PROLINK
      HOLDINGS CORP.


NOTES
      TO
      UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS




As
      part
      of the revolving credit facility and senior secured note agreements entered
      into
      in August 2007, $821,000 was recorded as deferred financing costs which is
      being
      amortized as follows:




AmortizationPeriod
            
            Amount2
                years
            
            $
            459,7605
                years
            
            
            361,240$
            821,000





Deferred
      financing costs and debt discounts amortized through interest expense is
      $154,936 for the three months ended March 31, 2008 and $375,606 for the three
      months ended March 31, 2007.




On
      August
      17, 2007, we entered into a Security Agreement (the “Agreement”) with Calliope
      Capital Corporation (“Calliope”), which was subsequently amended and restated as
      discussed in Note 15. The parties to the Agreement also entered into certain
      related ancillary documents. The credit facility made available under the
      Agreement is in the aggregate principal amount of $9.0 million, consisting
      of a
      $5.0 million revolving loan (the “Revolver”), and a $4.0 million term loan (the
“Term Loan”). The Revolver has a two year term. The Term Loan matures in five
      years and requires amortization of its principal balance in 48 equal monthly
      payments beginning on September 1, 2008. The Term Loan may not be converted
      prior to the first anniversary date of the closing and may be prepaid without
      any penalty at any time during such period. On and after the first anniversary
      of the date of the Agreement, Calliope shall have the right to convert principal
      due under the Term Loan into our common stock at a fixed conversion price per
      share of common stock of (i) $1.40 with respect to the first $1,333,333 of
      the
      principal amount; (ii) $1.50 with respect to the next $1,333,333 of the
      principal amount; and (iii) $1.67 with respect to the remaining $1,333,334
      of
      the principal amount. The proceeds of the loans were used to refinance our
      existing indebtedness, with the balance available for general working capital
      purposes. Pursuant to and in connection with the Agreement, we have granted
      to
      Calliope a security interest in all of our assets and intellectual property,
      and
      we have pledged our ownership interest in ProLink Solutions.




The
      borrowings under the Revolver and the Term Loan will bear interest at a rate
      per
      annum equal to the “prime rate” published in The
      Wall Street Journal from
      time to time, plus two percent (2%), 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
      two percent (2%) per month. The loan is subject to acceleration in full by
      Calliope upon the occurrence and during the existence of an event of default.




The
      Agreement requires us to meet certain financial tests, including, on the last
      day of each fiscal quarter commencing with the fiscal quarter ending September
      30, 2009: a Consolidated EBITDA for the four (4) fiscal quarter periods ending
      on September 30, 2009 of not less than $5,000,000; a Consolidated Leverage
      Ratio
      not greater than 4.0 to 1.0; and a Consolidated Fixed Charge Coverage Ratio
      for
      the four (4) fiscal quarter periods ending on September 30, 2009 of not less
      than 1.0 to 1.0. In addition, the Agreement contains certain covenants that,
      among other things, restrict additional indebtedness, liens, investments,
      restricted payments, transactions with affiliates, asset dispositions, and
      other
      matters customarily restricted in such agreements.




In
      connection with the credit facility under the Agreement, we issued a common
      stock purchase warrant in favor of Calliope. Pursuant to the warrant, Calliope
      is entitled to purchase from us, at any time after the date thereof and 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.




In
      connection with the credit facility, 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 our common stock
      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. This registration has not yet been filed.
      See Note 15 for a discussion of amendment to the Registration Rights
      Agreement.




11





PROLINK
      HOLDINGS CORP.


NOTES
      TO
      UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS




In
      connection with the Revolver loan, we are required to file a borrowing base
      report as needed for drawing requests with Calliope.  The interest expense
      of both the Revolver and Term notes are added to the revolver balance on a
      monthly basis.  The Revolver balance is paid down based on daily bank
      deposits.  As of March 31, 2008, we have no further availability to draw
      under the Revolver.




On
      April
      10, 2008, we entered into an Amended and Restated Security Agreement which
      amended and restated the Agreement in its entirety. See Note 15.




**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. No 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
      March 31, 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 Company does not
      expect any loss contingencies from this action.





On
      February 8, 2008, the Company filed a Request for Arbitration with the
      International Chamber of Commerce (ICC) International Court of Arbitration
      in
      relation to a breach of contract dispute against Elumina Iberica, S.A, Elumina
      Iberica UK Limited, GP ADS, S.L. and GP ADS LTD and related parties as a result
      of multiple breaches, including non-payment, under its distribution agreement
      and in connection with the previously announced acquisition of Elumina. Both
      the
      distribution agreement and acquisition agreements were terminated in
      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 Uberica 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
      March
      10, 2008, the Company received a demand from David Chessler, former President
      of
      ParView, alleging that we were in default under a settlement agreement with
      Mr.
      Chessler and making demand that we stipulate to entry of a $666,667 judgment
      against the Company. The judgment alleges that we are in violation of the
      settlement agreement for contacting certain courses. The Company does not
      believe any loss is probable and accordingly has not accrued a liability related
      to this complaint as of March 31, 2008.





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.





12





PROLINK
      HOLDINGS CORP.


NOTES
      TO
      UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





*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 March 31, 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 15. 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 re-sale 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 March 31, 2008, we have not filed the registration statement.
      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 re-sale such shares, shares
      of
      our common stock issuable upon conversion on the term loans and shares of our
      common stock issuable upon exercise of the warrant. See Note 15 for a discussion
      of the amendment to the Registration Rights Agreement.





*Minimum
      Advertising Fee Guarantee:*





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 five years. The total amount of these guarantees is
      $180,000. 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
            
            $
            50,0002009
            
            
            50,0002010
            
            
            40,0002011
            
            
            40,000Total
            
            $
            180,000





*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.





13





PROLINK
      HOLDINGS CORP.


NOTES
      TO
      UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





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





***Common
      Stock***





Options
      and warrants exercised during the three month period ended March 31, 2008 and
      year ended 2007 were zero and 2,812,723, respectively, resulting in the issuance
      of zero and 2,644,443 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 15).




Subsequent
      to quarter-end, an additional 800,000 shares were issued on April 14, 2008
      and
      recorded as offering costs as part of our Financing Agreement with
      Laurus.





***Series
      C Convertible Preferred Stock***





The
      Company has 10,000,000 shares of authorized Preferred Stock as of March 31,
      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 March 31,
      2008, of which 12,692,476 were exercisable. The warrants exercise price ranged
      from $1.22 to $2.00. The weighted average exercise price of warrants that were
      exercisable as of March 31, 2008 was $1.42. The weighted average remaining
      contractual life of warrants outstanding as of March 31, 2008 was $4.14.





During
      the three months ended March 31, 2008, stock based compensation expense related
      to warrants was $37,983. 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 Stock Option 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,
      2007,
      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:





14





PROLINK
      HOLDINGS CORP.


NOTES
      TO
      UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS








March 31,
            
            December 31,2008
            
            2007Risk-free
                interest rate
            4.14%
            
            4.7%
                - 5.31%Weighted
                average expected life (years)
            6.00
            
            5.86Expected
                volatility
            87%
            
            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 March 31, 2008, 400,000
      employee options were granted and 253,000 options were forfeited.





During
      the three months ended March 31, 2008, stock based compensation expense related
      to options was $216,642, compared to $226,854 of stock based employee
      compensation expense during the three months ended March 31, 2007. As of March
      31, 2008, $1,245,892 of total unrecognized compensation cost related to employee
      stock options is expected to be recognized over a weighted average period of
      1.2
      years. Additional information relative to our employee options outstanding
      as of
      March 31, 2008 is summarized below:





WeightedWeighted
            
            AverageAverage
            
            Remaining
            
            Aggregate
            
            AggregateExercise Price
            
            Contractual
            
            Fair
            
            IntrinsicShares
            
            per
                Share
            
            Term
                (1)
            
            Value
            
            Value
                (2)Outstanding
                at December 1, 2007
            
            
            9,715,252
            
            $
            1.21
            
            
            8.6
            
            $
            9,199,588
            
            $
            644,772Granted
            
            
            400,000
            
            
            0.58
            
            
            9.9
            
            
            162,000
            
            
            -Exercised
                (3)
            
            
            -
            
            
            -
            
            
            
            
            
            -Forfeited
                or expired
            
            
            (253,000
            )
            
            1.65
            
            
            
            
            
            (371,672
            )Outstanding
                at March 31, 2008
            
            
            9,862,252
            
            $
            1.16
            
            
            8.3
            
            $
            8,989,916
            
            $
            613,320Exercisable
                at March 31, 2008
            
            
            6,456,085
            
            $
            1.16
            
            
            8.0
            
            $
            6,529,221
            
            $
            613,320





(1)
            Remaining
                contractual term is presented in
                years.


(2)
            The
                aggregate instrinsic value is calculated as the difference between
                the
                exercise price of the underlying awards and the closing price of
                our
                common stock as of March 31, 2008, for those awards that have an
                exercise
                price currently below the closing price as of March 31, 2008. Awards
                with
                an exercise price above the closing price as of December 31, 2007
                are
                considered to have no intrinsic
                value.


(3)
            The
                aggregate intrinsic value for exercised options was $0 and $2,155,355
                for
                the three months ended March 31, 2008 and 2007,
                respectively.





15





PROLINK
      HOLDINGS CORP.


NOTES
      TO
      UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





A
      summary
      of the status of the Company's nonvested shares as of March 31, 2008 and changes
      during the three months ended March 31, 2008 is presented below:





WeightedAverageGrant-DateShares
            
            Fair
                ValueNonvested
                stock options at December 31, 2007
            
            
            3,613,937
            
            $
            0.91Granted
            
            
            400,000
            
            
            0.41Vested
            
            
            (354,771
            )
            
            0.72Forfeited
            
            
            (253,000
            )
            
            1.47Nonvested
                stock options at March 31, 2008
            
            
            3,406,166
            
            $
            0.72




Subsequent
      to quarter-end, 200,000 stock options were issued as part of a consulting
      agreement executed in April 2008.





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





Since
      we
      incurred a loss from continuing operations for the period ended March 31, 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 the three months ended March 31, 2008 and 2007 were 1,459,273 and 5,335,987,
      respectively. Dilutive common shares give effect to securities, such as stock
      options, warrants, and convertible securities which have the potential to be
      exercised.





For the three months endedMarch 31,2008
            
            2007Net
                loss applicable to common shareholders
            
            $
            (1,585,447
            )
            $
            (5,774,463
            )Weighted-average
                common shares outstanding (for basic EPS)
            
            
            47,093,052
            
            
            36,739,567Add:Dilutive
                share-based employee compensation (a)
            
            
            -
            
            
            -Dilutive
                warrant shares (a)
            
            
            -
            
            
            -Dilutive
                convertible term note (b)
            
            
            -
            
            
            -Weighted-average
                common shares outstanding (for diluted EPS)
            
            
            47,093,052
            
            
            36,739,567Basic
                EPS
            
            $
            (0.03
            )
            $
            (0.16
            )Diluted
                EPS
            
            $
            (0.03
            )
            $
            (0.16
            )





(a)
      1,339,635 and 2,972,918 of unexercised employee stock options and warrants
      were
      not included in the computation of diluted EPS for the three months ended March
      31, 2008 and 2007, respectively, because to do so would have been
      anti-dilutive.





(b)
      As of
      March 31, 2008, the convertible term debt instrument could not be converted
      into
      common stock due to the minimum stock price conversion feature. However, had
      the
      minimum stock price conversion feature been met along with other stipulations
      for conversion contained in the agreement, the convertible term debt could
      potentially have been converted to 2,639,673 shares of common stock. These
      shares were not included in the computation of diluted EPS for the year ended
      March 31, 2008 because to do so would have been anti-dilutive.





**14.**
            **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 fee. We provide maintenance
      and service for these courses and receive compensation for these services.
      The
      E-Z-Go agreement expired in 2005.




16





The
      Company has a past due receivable from E-Z-Go recorded at March 31, 2008 in
      connection with funds due the Company for services rendered under Pay-for-Play
      agreements billed and administered by E-Z-Go. E-Z-Go disagrees with our
      calculation of the past due receivable amount and actually claims an amount
      due
      to them. However, we believe that we have a strong position and will recover
      all
      amounts due.





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





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





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





Certain
      service revenues associated with Pay-for-Play leases are administered under
      an
      arrangement with NCG. Under the terms of the program, the Pay-for-Play
      transactions are pooled and are subject to a maximum reserve of 10% of the
      leases entered into during the first twelve months of the agreement. Further,
      any revenues received from Pay-for-Play transactions in excess of the debt
      service amount is held in escrow, up to an amount equal to the maximum reserve.
      As of March 31, 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.





17





PROLINK
      HOLDINGS CORP.


NOTES
      TO
      UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





**15.**
            **Subsequent
                Events**





**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.




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 60 equal monthly payments beginning
      on
      October 1, 2008, 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.




18




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 March 31,
      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.




Subsequent
      to quarter-end, an additional 800,000 shares were issued on April 14, 2008
      and
      recorded as offering costs as part of our Financing Agreement with
      Laurus.




Other
      Events




Subsequent
      to quarter-end, 200,000 stock options were issued as part of a consulting
      agreement executed in April 2008.




On
      May 12, 2008, ProLink Solutions, LLC signed
      a 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 our screens mounted
      on
      golf carts in France.  Sport Business Group and ProLink will partner on the
      advertising platform on the ProLink-installed course across France, which
      include more than 400 courses.





19





**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 (the “Securities Act”) and the
      Securities Exchange Act of 1934 (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 Item 1A “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”, “Risks Related to Our Business” 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.





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, or 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, where ProLink sells
      directly to a publicly-held company that owns and operates golf
      courses.





The
      market for GPS systems within the golf industry is extremely competitive with
      a
      limited number of potential customers. 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.





20





**Results
      of Operations**





The
      financial results for the three months ended March 31, 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 March 31, 2008 and 2007**


Three Months Ended March 31,
              
              Change2008
              
              2007
              
              Change
              
              %
                  Change**REVENUES:**New
                  System Sales
              
              
              4,878,902
              
              
              5,201,664
              
              
              (322,762
              )
              
              -6.2
              %Service
                  Revenue
              
              
              589,270
              
              
              530,877
              
              
              58,393
              
              
              11.0
              %Finance
                  Revenue, net
              
              
              214,450
              
              
              981,786
              
              
              (767,336
              )
              
              -78.2
              %Advertising
                  Revenue
              
              
              55,905
              
              
              19,356
              
              
              36,549
              
              
              188.8
              %**TOTAL
                  REVENUE**
              
              
              5,738,527
              
              
              6,733,683
              
              
              (995,156
              )
              
              -14.8
              %**COST
                  OF REVENUES:**New
                  System Cost
              
              
              2,598,142
              
              
              2,704,332
              
              
              (106,190
              )
              
              -3.9
              %Service
                  Cost
              
              
              533,782
              
              
              880,549
              
              
              (346,767
              )
              
              -39.4
              %Advertising
                  Cost
              
              
              16,747
              
              
              -
              
              
              16,747
              
              
              -Other
                  Cost
              
              
              27,160
              
              
              185,359
              
              
              (158,199
              )
              
              -85.3
              %**TOTAL
                  COST OF REVENUE**
              
              
              3,175,831
              
              
              3,770,240
              
              
              (594,409
              )
              
              -15.8
              %**GROSS
                  MARGIN**
              
              
              2,562,696
              
              
              2,963,443
              
              
              (400,747
              )
              
              -13.5
              %**TOTAL
                  OPERATING EXPENSES**
              
              
              3,653,975
              
              
              4,380,947
              
              
              (726,972
              )
              
              -16.6
              %**LOSS
                  FROM OPERATIONS**
              
              
              (1,091,279
              )
              
              (1,417,504
              )
              
              326,225
              
              
              -23.0
              %**TOTAL
                  OTHER INCOME (EXPENSE)**
              
              
              (494,168
              )
              
              (456,458
              )
              
              (37,710
              )
              
              8.3
              %**LOSS
                  BEFORE TAXES**
              
              
              (1,585,447
              )
              
              (1,873,962
              )
              
              288,515
              
              
              -15.4
              %





Revenue:





Total
      revenue was approximately $5.7 million and $6.7 million for the three months
      ended March 31, 2008 and 2007, respectively, representing a decrease of
      approximately $1.0 million, or 14.8%. The decrease in total revenue was driven
      primarily by a decrease in international sales of $2.6 million, due to the
      loss
      of our international distributor and a decrease in financing revenue of $0.8
      million due to the decision of customers eligible for lease renewals to upgrade
      to newer systems rather than refinance their existing systems during the
      quarter. Offsetting the decreases were increases in our core New Systems
      Domestic and Upgrades business. There was a $2.3 million increase (upgrades
      of
      $1.4 million and domestic of $0.9 million) 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 volume drove
      the increase in domestic new sales.




Cost
      of Revenues:





Cost
      of
      revenues for the three months ended March 31, 2008 of $3.2 million decreased
      approximately $0.6 million compared to the same period in 2007 of $3.8 million.
      The decreased costs were related to the lower volume of international systems
      of
      $1.4 million and other decreases in service cost ($0.3 million) and other cost
      ($0.2 million). 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. Also, service revenue decreased
      due
      to the large number of courses upgrading to newer systems. 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.




21




Offsetting
      the decrease in cost of revenues are increases in costs for upgrades ($1.0
      million) and domestic ($0.4 million) systems directly related to the increase
      in
      revenue.





Gross
      Margin





Gross
      margin for the three months ended March 31, 2008 was approximately $2.6 million,
      or 44.7% of total revenues, compared to approximately $3.0 million, or 44.0%
      of
      total revenues, for the three months ended March 31, 2007. Gross margin was
      impacted by the items above.





Gross
      margin on system sales was 46.7% for the three months ended March 31, 2008
      versus 48.0 for the three months ended March 31, 2007, due primarily to the
      decrease in the margin for upgrades, 38.5% for first quarter 2008 versus 52.6%
      for first quarter 2007. Increased cost of sales for upgrades drove the decrease
      in the margin.




Offsetting
      the impact of the decline in the upgrade margin, continued emphasis on
      maintaining adequate gross margins on system sales, the sale of pre-owned
      GameStar GPS systems which yield gross margins typically in excess of 60%,
      and
      continued emphasis on reducing product costs and improving installation
      efficiencies, led to increase in the margins for Domestic and International
      new
      sales. Gross margin was also significantly impacted by the improvement in our
      service margin for the three months ended March 31, 2008, a positive margin
      of
      9.4%, up from a loss margin of 65.9% for the three months ended March 31, 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.




Finally,
      with the introduction of our advertising initiative with ABC National Television
      Sales, Inc., the increase from higher margin advertising revenues in 2008 should
      also have a significant impact on future margin performance for the
      Company.




Operating
      Expenses





Total
      Operating Expenses:





Total
      operating expenses decreased $0.7 million, or 16.6%, to $3.7 million for the
      three months ended March 31, 2008 from $4.4 million over the same period in
      2007. The decrease is primarily related to lower sales and marketing costs
      of
      approximately $0.7 million, research and development costs of $0.3 million
      and
      general and administrative costs of $0.2 million. These decreases were offset
      by
      an increase in Partner Management and Customer Support of $0.4
      million.





Sales
      and
      Marketing:





Sales
      and
      marketing expenses of $0.9 million decreased $0.7 million for the three months
      ended March 31, 2008 from $1.5 million for the three months ended March 31,
      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 $0.2 million. Also contributing to the decrease was lower advertising and
      commission expenses and marketing rebates of $0.3 million.





Research
      and development:




Research
      and development expenses decreased by $0.3 million due to the elimination of
      the department
      that was based in Ohio; therefore, in 2008, we expect minimal costs associated
      with the R&D department.




General
      and Administrative:





General
      and administrative costs of $1.9 million for the three months ended March 31,
      2008 decreased $0.2 million, or 7.5%, compared to the three months ended March
      31, 2007 of $2.1 million. This decrease is primarily related to a decrease
      in
      headcount for back office support departments associated with the implementation
      of our strategic plan.




22




Partner
      Management and Customer Support:




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 March 31, 2008, compared to $0.5 million
      for
      the same period in 2007, an increase of $0.4 million or 76.1%. 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 15 of the Condensed Consolidated
      Financial Statement, 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.




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
      March
      31, 2008, we had $679,711 in cash and cash equivalents, compared to $2,829,496
      at December 31, 2007.





Cash
      used
      in operating activities was $1,500,898 and $6,259,413 for the three months
      ended
      March 31, 2008 and 2007, respectively. The decrease in cash used in operating
      activities primarily relates to cash (used in) working capital components,
      which
      was $(209,733) and $(5,211,751), for the three months ended March 31, 2008
      and
      2007, respectively.




Cash
      used
      for investing activities was $2,030 and $524,723 for the three months ended
      March 31, 2008 and 2007, respectively.




Financing
      activities used approximately $646,857 in net cash for the three months ended
      March 31, 2008, compared to $5,673,496 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.




23




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 in 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 60 equal monthly payments beginning
      on
      October 1, 2008, 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 March 31,
      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.





24





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, (ix) valuation of
      lease residual. 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. Qualitative and Quantitative Disclosures 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 Securities Exchange Act of 1934, as amended (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.





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





We
      have
      evaluated our internal control over financial reporting as of the end of our
      first 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. However, in
      January 2008, our CFO left the Company. Our CEO, Lawrence Bain, has assumed
      the
      role of acting CFO. Danny Lam, our President, who served as CFO for 10 years
      for
      two Fortune 500 organizations, is actively supporting our CEO in the CFO role.




25




**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 it 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. No 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.





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 Company does not
      expect any loss contingencies from this action.





On
      February 8, 2008, the Company filed a Request for Arbitration with the
      International Chamber of Commerce (ICC) International Court of Arbitration
      in
      relation to a breach of contract dispute against Elumina Iberica, S.A, Elumina
      Iberica UK Limited, GP ADS, S.L. and GP ADS LTD and related parties as a result
      of multiple breaches, including non-payment, under its distribution agreement
      and in connection with the previously announced acquisition of Elumina. Both
      the
      distribution agreement and acquisition agreements were terminated in
      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 Uberica 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
      March
      10, 2008, the Company received a demand from David Chessler, former President
      of
      ParView, alleging that we were in default under a settlement agreement with
      Mr.
      Chessler and making demand that we stipulate to entry of a $666,667 judgment
      against the Company. The judgment alleges that we are in violation of the
      settlement agreement for contacting certain courses. The Company does not
      believe any loss is probable and accordingly has not accrued a liability related
      to this complaint as of March 31, 2008.





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





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





None.





26





**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**
  **Exhibit****Number**
                
                **Description**10.1
                
                Amended
                    and Restated Security Agreement, by and among ProLink Holdings
                    Corp.,
                    ProLink Solutions LLC, Valens U.S. SPV I, LLC, Valens Offshore
                    SPV I,
                    Ltd., PSource Structured Debt Limited, Calliope Capital Corporation
                    and LV
                    Administrative Services, Inc., as collateral agent for the Lenders.
                    +10.2
                
                Amended
                    and Restated Secured Revolving Note, issued by the Company to
                    Calliope
                    Capital Corporation. +10.3
                
                Amended
                    and Restated Secured Convertible Term Note, issued by the Company
                    to
                    Valens U.S. SPV I, LLC. +10.4
                
                Amended
                    and Restated Secured Convertible Term Note, issued by the Company
                    to
                    Valens Offshore SPV I, Ltd. +10.5
                
                Amended
                    and Restated Secured Convertible Term Note, issued by the Company
                    PSource
                    Structured Debt Limited. +10.6
                
                Amended
                    and Restated Intellectual Property Security Agreement, by and
                    among by and
                    among ProLink Holdings Corp., ProLink Solutions LLC, and LV Administrative
                    Services, Inc. +10.7
                
                Amended
                    and Restated Membership Interest Pledge Agreement, by and among
                    by and
                    among ProLink Holdings Corp., ProLink Solutions LLC, and LV Administrative
                    Services, Inc. +10.8
                
                Amended
                    and Restated Registration Rights Agreement, by and among ProLink
                    Holdings
                    Corp., ProLink Solutions LLC, Valens U.S. SPV I, LLC, Valens
                    Offshore SPV
                    I, Ltd., PSource Structured Debt Limited and Calliope Capital
                    Corporation.
                    +31.1
                
                Certification
                    of Chief Executive Officer and Chief 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 Chief Executive Officer and Chief 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


27











**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 15th day of
      May,
      2008.


PROLINK
                  HOLDINGS CORP.By:
              /s/
                  Lawrence D. BainLawrence
                  D. BainChief
                  Executive Officer and Chief Financial
                  Officer




28