UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~February 2610, ~~2008~~ 2009

PROLINK HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

Delaware		~~000~~0-25007		3065-~~0280392~~0656268
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

410 South Benson Lane

Chandler, AZ 85224

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (480) 961-8800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~ITEM 8~~Item 1.0102. Termination of a Material ~~OTHER~~Definitive ~~EVENTS~~Agreement.

On ~~September~~ 26February 10, ~~2008~~2009, ProLink Solutions, ~~Holdings~~LLC ~~Corp.~~ (~~the~~ “~~Company~~ProLink”) ~~issued a press release announcing that ProLink Solutions~~, ~~LLC,~~ the ~~Company’s~~ wholly-owned subsidiary of ProLink Holdings Corp. (the “~~ProLink~~Company”), ~~had~~received ~~signed~~written annotice ~~agreement~~ (the “~~Agreement~~Notice”) ~~with~~from ~~National~~GPS ~~Advertising~~Industries, ~~Partners~~Inc. ~~(“NAP”),~~and ~~the~~its ~~Fox~~wholly-owned ~~sales~~subsidiary, ~~unit~~Optimal ~~that~~Golf ~~represents~~Solutions, ~~sports~~Inc. ~~networks~~(“Optimal”) ~~across~~terminating ~~the~~that ~~country,~~certain ~~pursuant~~License toAgreement ~~which~~by ~~NAP has agreed to represent~~ and ~~sell~~ abetween ~~variety of~~ ProLink's (formerly ~~GPS media inventory~~ProLink/ParView, ~~with~~LLC) aand ~~focus~~Optimal onGolf ~~integrated advertising~~Solutions, ~~campaigns~~Inc., ~~The~~dated January 22, ~~press~~2004 ~~release stated that~~ (the ~~Company~~“Agreement”). ~~expects~~Pursuant to ~~begin~~ ~~recognizing revenue under~~ the Agreement, ~~beginning~~Optimal, in the ~~first quarter~~ owner of ~~2009.~~ APatent ~~copy~~No. of5,364,093 (the ~~press~~“Patent”), ~~release~~grants isto ~~attached~~ProLink ~~hereto~~a asnon-exclusive right ~~Exhibit~~to ~~99.1~~exploit ~~and~~certain ~~is incorporated~~products ~~herein~~made bywith ~~reference.~~the Patent for golf applications.

~~ITEM 9~~The Notice claims that ProLink failed to make certain payments under the Agreement.01 As of the date hereof, ProLink has paid all fees owed to Optimal under the Agreement. ~~FINANCIAL~~ On February 12, ~~STATEMENTS~~2009, ~~AND~~the ~~EXHIBITS~~Company forwarded a communication to Optimal indicating its belief that the Agreement had not been effectively terminated. The Company believes in good faith that the Agreement has not been effectively terminated in accordance with the terms and conditions of the Agreement and intends to continue to comply with the terms of the Agreement. Notwithstanding the above, in the event either party to the Agreement brings a claim for termination under the Agreement, the Agreement requires compliance with explicit dispute resolution procedures including good faith negotiations, mediation, and if then still unresolved, binding arbitration.

(d) Exhibits:

Exhibit		Description
99.1		Press Release, dated September 26, 2008.

SIGNATURES

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

	PROLINK HOLDINGS CORP.	~~PROLINK HOLDINGS CORP.~~
Dated: September 29, 2008
Dated: February 13, 2009	By:	/s/ Lawrence D. Bain
		/s/ Lawrence D. Bain
		Lawrence D. Bain
		Lawrence D. Bain Chief Executive Officer
		Chief Executive Officer

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