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): ~~February~~March 104, 2009

PROLINK HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

Delaware		0000-25007		6530-~~0656268~~0280392
(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 1.0201. ~~Termination~~Entry ofinto a Material Definitive Agreement.

OnEffective ~~February~~as 10of March 4, 2009, ProLink ~~Solutions,~~Holdings ~~LLC~~Corp. (the “~~ProLink~~Company”), ~~the~~and its wholly-owned subsidiary of ProLink ~~Holdings~~Solutions ~~Corp.~~LLC (“ProLink Solutions” and, together with the “Company, the “ProLink Entities”), ~~received~~entered ~~written~~into ~~notice~~a letter agreement (the “~~Notice~~Amendment”) ~~from~~with ~~GPS Industries,~~Valens ~~Inc~~U.S. SPV ~~and~~I, ~~its~~LLC ~~wholly-owned~~(“Valens ~~subsidiary~~U.S.”), ~~Optimal~~Valens ~~Golf~~Offshore ~~Solutions~~SPV I, ~~Inc~~Ltd. (“Valens Offshore”), PSource Structured Debt Limited (“~~Optimal~~PSource”), ~~terminating~~Calliope ~~that~~Capital ~~certain~~Corporation (“Calliope” ~~License~~and, ~~Agreement~~together bywith Valens U.S., Valens Offshore and ~~between~~PSource, ~~ProLink~~the “Lenders”) and LV Administrative Services, Inc., as collateral agent for the Lenders (~~formerly~~the “Agent” and, together with the ProLink~~/ParView~~ Entities and the Lenders, the ~~LLC~~“Parties”). The Amendment amended certain provisions of that certain Amended and ~~Optimal~~Restated ~~Golf~~Security ~~Solutions~~Agreement, ~~Inc.~~entered into by and among the Parties, dated as ~~January 22~~of March 31, ~~2004~~2008 (the “Security Agreement”)., ~~Pursuant~~as toamended ~~the~~by that certain Letter Agreement, ~~Optimal,~~entered into by and among the ~~owner~~ ofParties ~~Patent~~and ~~No.~~effective 5as of December 11,~~364,093~~ 2008 (the “~~Patent~~Letter Agreement”), ~~grants~~as todisclosed ~~ProLink~~in athose ~~non-exclusive right~~certain toCurrent ~~exploit~~Reports on ~~certain~~Form ~~products~~8-K ~~made~~filed with the ~~Patent~~Securities ~~for~~and ~~golf~~Exchange Commission (“SEC”) on April ~~applications~~15, 2008 and December 17, 2008.

~~The~~In connection ~~Notice~~with ~~claims~~the ~~that~~credit ~~ProLink~~facility ~~failed to~~made ~~make~~available ~~certain payments~~ under the Security Agreement. (the As“Credit ofFacility”) the ~~date~~Lenders ~~hereof,~~had ~~ProLink~~agreed ~~has paid~~to ~~all~~provide ~~fees~~loans ~~owed~~ to ~~Optimal~~the ~~under~~ProLink Entities in the ~~Agreement. On~~aggregate ~~February~~amount of $12, ~~2009~~100,000, ~~the~~consisting ~~Company~~of ~~forwarded~~an aAmended ~~communication~~and Restated Secured Revolving Note, as amended, issued to ~~Optimal~~Calliope ~~indicating~~in ~~its~~the ~~belief~~amount of ~~that~~$6,000,000, ~~the~~and ~~Agreement~~Amended ~~had~~and ~~not~~Restated ~~been~~Secured ~~effectively~~Convertible ~~terminated. The~~Term ~~Company~~Notes issued to ~~believes~~each inof ~~good~~Valens ~~faith~~U.S., ~~that~~Valens Offshore and PSource, in the ~~Agreement~~principal ~~has~~amounts ~~not~~of $1,465,325.27, ~~been~~$2,298,374.73 ~~effectively~~and ~~terminated~~$2,336,300.00, inrespectively (collectively, the ~~accordance~~“Term ~~with~~Notes”). Pursuant to the ~~terms~~Amendment, ~~and~~the ~~conditions~~Parties ofagreed to amend the Security Agreement ~~and~~to ~~intends~~provide, toamong other things, that Valens U.S. make a ~~continue~~term loan to ~~comply~~the ~~with~~ProLink Entities in the ~~terms~~amount of $1,400,000 (the ~~Agreement~~“Term Loan”), to be evidenced by a Secured Term Note (the “Secured Term Note”). ~~Notwithstanding~~The Secured Term Note requires the ~~above~~payment of principal upon maturity on April 3, 2009 (the in“Maturity Date”), subject to acceleration upon the occurrence of an event ~~either~~of default. ~~party~~The toSecured ~~the~~Term ~~Agreement~~Note ~~brings~~bears aan ~~claim~~interest ~~for~~rate ~~termination~~equal ~~under~~to 17% per annum (calculated on the ~~Agreement~~basis of a 360 day year, ~~the~~and ~~Agreement~~which ~~requires~~interest ~~compliance~~is ~~with~~payable ~~explicit~~on ~~dispute~~the ~~resolution~~Maturity ~~procedures~~Date, ~~including~~whether ~~good~~by ~~faith~~acceleration ~~negotiations,~~or ~~mediation,~~otherwise) and ifmay ~~then~~be increased by 7% ~~still~~upon ~~unresolved,~~an ~~binding~~event ~~arbitration~~of default.

In connection with the Amendment and the Term Loan, the Company issued to Valens U.S. a common stock purchase warrant (the “Warrant”) to purchase up to 20% of the outstanding shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), on a fully diluted basis, including all Common Stock issuable upon conversion or exercise of securities convertible into or exercisable for Common Stock (including the Common Stock issuable upon exercise of the Warrant on such date) having a conversion or exercise price equal to or less than 115% of the Common Stock’s fair market value, subject to reduction for prior exercises thereunder. As of the date of issuance, the Warrant was exercisable for 12,827,296 shares of Common Stock. In the event the outstanding principal balance under the Secured Term Note, together with all accrued and unpaid interest thereon and all fees and expenses owing to the holder of the Warrant in connection therewith, have not been repaid in full on or prior to April 6, 2009, the number of shares of Common Stock for which the Warrant is exercisable shall increase to equal 80% of the outstanding shares of Common Stock on a fully diluted basis, subject to reduction for prior exercises. The Warrant contains issuance limitations prohibiting the holder from exercising the Warrant to the extent that such exercise would result in beneficial ownership of the holder or its affiliates equal to more than 9.99% of the outstanding shares of Common Stock.

In connection with the Amendment, the Company entered into an Amendment to Amended and Restated Registration Rights Agreement (the “Registration Rights Amendment”) with the Lenders, which amended certain provisions of that certain Amended and Restated Registration Rights Agreement by and among the Company and the Lenders, dated as of March 31, 2008, as amended by the Letter Agreement, and as disclosed in those certain Current Reports on Form 8-K filed with the SEC on April 15, 2008 and December 17, 2008. Pursuant to the Registration Rights Amendment, the Company is obligated to register for resale the shares of Common Stock issuable upon exercise of the Warrant.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On March 4, 2009, the Company executed the Amendment, the material terms of which are described under Item 1.01 of this Current Report on Form 8-K, which is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K with respect to the securities issued in connection with the Credit Facility is incorporated herein by reference. The securities were issued pursuant to Section 4(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

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.
Dated: February 13, 2009	By:	/s/ Lawrence D. Bain
Dated: March 10, 2009		/s/ Lawrence D. Bain
		Lawrence D. Bain
		Chief Executive Officer

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