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): ~~March~~April 415, 2009

PROLINK HOLDINGS CORP.

(Exact name of registrant as specified in its charter)


Delaware	000-25007	30-0280392
(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 1.01. Entry into a Material Definitive Agreement.

~~Effective~~On asApril ~~of March 4~~15, 2009, ProLink ~~Holdings~~ Holdings Corp. (the “Company”) and its wholly-owned subsidiary ProLink Solutions ~~LLC~~ LLC (“ProLink Solutions” and, together with the Company, the “ProLink Entities”), entered into aan ~~letter~~ agreement (the “Amendment”) with 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” and, together with the ProLink Entities and the Lenders, the “Parties”). The Amendment amended certain provisions of that certain Amended and Restated Security Agreement, entered into by and among the Parties, dated as of March 31, 2008 ~~(the “Security Agreement”)~~, as amended by that certain ~~Letter Agreement,~~letter ~~entered~~agreement ~~into~~effective byas ~~and~~of ~~among~~December ~~the~~11, ~~Parties~~2008, and ~~effective~~as subsequently amended by that certain letter agreement dated as of ~~December 11~~March 4, ~~2008~~ 2009 (together, the “~~Letter~~Security Agreement”), as disclosed in those certain Current ~~Reports~~ Reports on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on ~~April~~ April 15, 2008, ~~and~~ December 17, 2008 and March 11, 2009.

~~In connection~~Pursuant ~~with~~to the ~~credit~~Amendment, ~~facility~~the ~~made~~Lenders agreed ~~available~~to forbear from exercising their rights and remedies in response to certain defaults by the ProLink Entities under the Security Agreement ( until the earlier ~~“Credit~~of ~~Facility”)~~June 3, 2009 or the ~~Lenders~~occurrence ~~had~~of ~~agreed~~certain tosubsequent ~~provide~~defaults ~~loans~~under the toSecurity Agreement. Additionally, the ~~ProLink~~Amendment, among other ~~Entities~~things, inamended the ~~aggregate~~terms ~~amount~~regarding repayment of the loans, extended the maturity date of the $121,~~100~~400,000, ~~consisting~~secured ofterm annote ~~Amended~~(the ~~and Restated~~ “Secured ~~Revolving~~Term Note,”) issued asto ~~amended~~Valens U.S. to June 3, ~~issued~~2009, provided that no payments of principal (and only interest payments) were required to ~~Calliope~~be made in the ~~amount~~months of ~~$6,000,000,~~ ~~and~~April ~~Amended~~ and May ~~Restated~~2009 ~~Secured~~under ~~Convertible~~the ~~Term~~convertible ~~Notes~~notes issued to ~~each~~ of Valens U.S., Valens Offshore and PSource, and provided that revolving loans were to be made in the ~~principal~~Lenders’ discretion ~~amounts~~pursuant ~~of $1,465,325.27,~~to ~~$2,298,374.73~~an ~~and~~agreed ~~$2,336,300~~budget.~~00,~~ The ~~respectively~~Amendment ~~(collectively,~~also ~~the~~amended ~~“Term~~the ~~Notes~~terms of that certain common stock purchase warrant (the “Warrant”)~~. Pursuant~~ issued to ~~the~~Valens ~~Amendment,~~U.S. ~~the~~as ~~Parties~~disclosed ~~agreed~~in tothat ~~amend~~certain Current Report on Form 8-K filed with the ~~Security~~SEC ~~Agreement~~on March 11, 2009 to provide that, ~~among~~pursuant ~~other~~to ~~things~~the Warrant, ~~that~~ Valens U.S. ~~make~~may ~~a term~~purchase ~~loan~~up to 20% of the ~~ProLink~~outstanding ~~Entities~~shares inof the ~~amount~~Company’s ofcommon stock, par value $~~1,400,000~~0.0001 per share (the “~~Term~~Common ~~Loan~~Stock”), on a partially diluted tobasis, beincluding ~~evidenced~~all byCommon Stock issuable upon conversion or exercise of securities convertible into or exercisable for Common Stock having a ~~Secured~~conversion or ~~Term~~exercise ~~Note~~price (equal to or less than 115% of the ~~“Secured~~Common ~~Term~~Stock’s ~~Note~~fair market value (“Underlying Shares”)., ~~The~~plus ~~Secured~~all shares of Common Stock and Underlying ~~Term~~Shares ~~Note~~issued ~~requires~~by the ~~payment~~Company ofin ~~principal~~connection ~~upon~~with ~~maturity~~the onfirst ~~April 3~~$2,000,000 ~~2009~~in ~~(the~~gross ~~“Maturity~~proceeds ~~Date”)~~from equity financings subsequent to the date thereof, subject to reduction ~~acceleration~~for ~~upon~~prior ~~the~~exercises ~~occurrence~~thereunder. In ofthe an event ofthat the ~~default.~~outstanding ~~The~~principal balance under the Secured Term Note, ~~bears~~together anwith all accrued and unpaid interest ~~rate~~thereon ~~equal~~and toall ~~17%~~fees ~~per~~and ~~annum~~expenses owing to the ~~(calculated~~holder of the Warrant in connection therewith, have not been repaid in full on or prior to June 3, 2009, the ~~basis~~number of ashares ~~360~~of ~~day~~Common ~~year,~~Stock ~~and~~for which ~~interest~~the Warrant is ~~payable~~exercisable onshall increase to equal 80% of the ~~Maturity~~ ~~Date,~~outstanding ~~whether~~shares byof Common ~~acceleration~~Stock oron ~~otherwise)~~a ~~and~~partially ~~may~~diluted bebasis, ~~increased~~subject byto 7%reduction for prior ~~upon~~exercises. The anAmendment ~~event~~is ofattached ~~default~~hereto as Exhibit 10.1 and incorporated herein by reference.

InOn ~~connection~~April ~~with~~17, ~~the Amendment and the Term Loan~~2009, the Company ~~issued~~entered into ~~to Valens U.S.~~ a ~~common~~Subscription ~~stock~~Agreement ~~purchase warrant~~ (the “~~Warrant~~Subscription Agreement”), towith ~~purchase up to 20% of the outstanding shares of the Company’s~~Trinad ~~common~~Capital ~~stock~~Master Fund, ~~par value $0~~Ltd.~~0001~~ ~~per share~~ (the “~~Common Stock~~Purchaser”), onpursuant ato ~~fully diluted~~which ~~basis,~~the ~~including~~Company ~~all~~sold to ~~Common~~the ~~Stock~~Purchaser ~~issuable~~in ~~upon~~a ~~conversion~~private oroffering ~~exercise of~~an ~~securities~~aggregate ~~convertible~~of ~~into~~8,333,333 orshares ~~exercisable for Common Stock~~ (~~including~~ the ~~Common~~“Shares”) ~~Stock issuable upon exercise~~ of ~~the~~its ~~Warrant~~Series onD ~~such~~Convertible ~~date)~~Preferred ~~having a conversion or exercise price equal to or less than 115% of the Common~~ Stock’s, ~~fair~~par ~~market~~ value, ~~subject to reduction for prior exercises thereunder~~$0.001 ~~As of the date of~~per ~~issuance,~~share (the ~~Warrant~~“Series ~~was~~D ~~exercisable~~Preferred ~~for 12~~Stock”),~~827,296~~ ~~shares~~as ofdescribed ~~Common~~in ~~Stock~~Item 5.03 Inof this ~~the~~Current ~~event~~Report ~~the~~on ~~outstanding~~Form ~~principal~~8-K ~~balance~~and ~~under~~incorporated ~~the~~herein ~~Secured~~by ~~Term Note~~reference, ~~together~~ ~~with all accrued~~ and ~~unpaid~~a ~~interest~~five-year warrant ~~thereon~~(the ~~and~~“Purchaser ~~all~~Warrant” ~~fees~~ and ~~expenses owing~~together towith the ~~holder~~Shares, of the ~~Warrant in connection therewith, have not been repaid~~“Securities”) into ~~full~~acquire onup ~~or prior~~ to ~~April 6~~12, ~~2009~~500,000 ~~the number of~~ shares of its Common Stock, ~~for which~~at ~~the~~an ~~Warrant~~exercise isprice equal ~~exercisable shall increase~~ to ~~equal~~$0.03 ~~80%~~per ofshare, ~~the~~for ~~outstanding shares~~gross ofproceeds ~~Common Stock on a fully diluted basis, subject~~ to ~~reduction~~the ~~for~~Company ~~prior~~of ~~exercises~~$250,000. The Purchaser Warrant ~~contains~~has ~~issuance~~customary ~~limitations prohibiting the holder from~~weighted-average ~~exercising~~anti-dilution ~~the~~provisions ~~Warrant~~that toare ~~the~~triggered ~~extent~~upon ~~that~~future ~~such~~issuances ~~exercise~~of ~~would result in~~Common ~~beneficial~~Stock ~~ownership~~(or ofsecurities ~~the~~convertible ~~holder~~into orCommon ~~its~~Stock) ~~affiliates~~for ~~equal~~consideration toper ~~more~~share less than ~~9.99% of~~ the ~~outstanding~~Purchaser ~~shares~~Warrant’s ofexercise ~~Common Stock~~price.

InPursuant to ~~connection with~~ the ~~Amendment~~Subscription Agreement, the Company ~~entered~~granted ~~into~~the anPurchaser ~~Amendment to Amended and Restated Registration Rights~~piggyback ~~Agreement~~registration ~~(the~~rights ~~“Registration~~with ~~Rights~~respect ~~Amendment”)~~to ~~with~~ the ~~Lenders,~~shares ~~which amended certain provisions~~ of ~~that~~Common ~~certain~~Stock ~~Amended~~underlying ~~and~~the Series ~~Restated~~D ~~Registration~~Preferred ~~Rights Agreement~~Stock bysold ~~and~~in ~~among~~ the ~~Company~~offering and the ~~Lenders,~~shares ~~dated as~~ of ~~March~~Common ~~31, 2008,~~Stock asissuable ~~amended~~upon byexercise of the ~~Letter~~Purchaser ~~Agreement~~Warrant, ~~and~~with ~~as disclosed in those~~ certain ~~Current~~customary ~~Reports~~exclusions onand ~~Form~~limitations. The ~~8-K~~Subscription ~~filed~~Agreement ~~with~~and the Purchaser ~~SEC~~Warrant onare ~~April~~attached ~~15,~~hereto ~~2008~~as ~~and~~Exhibit ~~December 17, 2008~~10. ~~Pursuant~~2 toand ~~the~~Exhibit ~~Registration Rights Amendment~~4.1, ~~the Company is obligated to~~ ~~register~~respectively, ~~for~~and ~~resale~~are ~~the~~incorporated ~~shares~~herein ofby ~~Common Stock issuable upon exercise of the Warrant~~reference.

~~Item 2.03.~~Jay ~~Creation~~Wolf, ofan aofficer ~~Direct~~of ~~Financial~~the ~~Obligation~~Purchaser, currently orserves anas ~~Obligation~~a ~~under~~member ~~an Off-Balance~~of ~~Sheet~~the ~~Arrangement~~Company’s Board of ~~a Registrant~~Directors.

OnThe ~~March~~Company 4,obtained ~~2009,~~waivers ~~the~~of relevant ~~Company~~anti-dilution ~~executed~~ in connection with the ~~Amendment,~~financing by the ~~material~~Purchaser ~~terms~~from all ofparties ~~which~~other ~~are~~than ~~described~~one ~~under~~who ~~Item~~could ~~1.01~~not oflocate ~~this~~the appropriate person to ~~Current~~execute ~~Report~~the onwaiver prior to the filing of this Form 8-K. While the Company believes that it will receive the final waiver, ~~which~~until issuch ~~incorporated~~receipt, ~~herein~~such byparty ~~reference~~may claim that the financing triggered the anti-dilution provisions in its warrants, also triggering anti-dilution provisions in the Securities, all of which may result in substantial dilution.

Item 32.~~02.~~03 ~~Unregistered~~Creation ~~Sales~~of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of ~~Equity~~a ~~Securities~~Registrant.

~~The information~~On ~~contained~~March in4, ~~Item~~2009, ~~1.01~~the ofProLink ~~this Current Report on Form 8-K with~~Entities ~~respect~~executed to the ~~securities~~Amendment, ~~issued in connection with~~ the ~~Credit~~material ~~Facility~~terms ~~is incorporated~~of ~~herein~~which byare ~~reference.~~described ~~The~~under ~~securities were issued pursuant to Section~~Item ~~4(2)~~1.01 of ~~the~~this ~~Securities~~Current ~~Act~~Report ofon ~~1933,~~Form ~~as amended~~8-K, ~~and~~which ~~the~~is ~~rules~~incorporated ~~and~~herein ~~regulations~~by ~~promulgated thereunder~~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 Subscription Agreement 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, including Rule 506 of Regulation D.

Item 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.

Effective as of April 14, 2009, the Company’s Board of Directors approved an amendment to the Company’s By-laws (“By-Laws Amendment”) to increase the size of the Company’s Board of Directors from seven members to nine members. The By-Laws Amendment is attached hereto as Exhibit 3.2 and incorporated herein by reference.

On April 17, 2009, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designation, Preferences and Rights of Series D Convertible Preferred Stock (the “Certificate of Designation”) designating 8,333,333 shares of its authorized preferred stock as Series D Convertible Preferred Stock. The Certificate of Designation was approved by the Company’s Board of Directors.

Each holder of shares of Series D Preferred Stock is entitled to convert each such share into the number of fully paid and nonassessable shares of Common Stock equal to the number obtained by dividing (i) $0.03, plus the amount of any accumulated but unpaid dividends by (ii) the conversion price in effect at the close of business on the conversion date, which is initially $0.03. The Series D Preferred Stock has weighted-average anti-dilution protection.

The holders of Series D Preferred Stock are entitled to vote together with the holders of the Common Stock, and any other class or series of capital stock of the Company entitled to vote together with the holders of the Common Stock as a single class, on all matters submitted for a vote (or written consents in lieu of a vote) of the holders of Common Stock, and are entitled to other voting rights as are specified in the Company’s Certificate of Incorporation, as amended, and the Certificate of Designation. On all matters as to which shares of Common Stock or shares of Series D Preferred Stock are entitled to vote or consent, each share of Series D Preferred Stock entitles its holder to the number of votes that the Common Stock into which it is convertible would have if such Series D Preferred Stock had been so converted into Common Stock as of the record date established for determining holders entitled to vote, or if no such record date is established, as of the date such vote is taken or any written consent of stockholders is solicited. The holders of Series D Preferred Stock are entitled to receive notice of any stockholders’ meeting in accordance with the Company’s Certificate of Incorporation and Bylaws. The Certificate of Designation is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 8.01 Other Events.

As of April 17, 2009, the OTC Bulletin Board appended the Company’s symbol with an “E” modifier as a result of the Company being delinquent in filing its Form 10-K for the period ended December 31, 2008 (“Form 10-K”), as addressed in the Company’s Form 12b-25 filed with the SEC on April 1, 2009. The Company anticipates filing its Form 10-K prior to the expiration of the OTC Bulletin Board filing grace period on May 18, 2009.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits:

Exhibit		Description

3.1		Certificate of Designation, Preferences and Rights of Series D Convertible Preferred Stock, filed with the Secretary of State of Delaware on April 17, 2009.

3.2		Amendment to the By-Laws of ProLink Holdings Corp.

4.1		Warrant to Purchase Common Stock of ProLink Holdings Corp. issued to Trinad Capital Master Fund, Ltd.

10.1		Forbearance Agreement and Omnibus Amendment to Agreements, by and among ProLink Holdings Corp., ProLink Solutions, LLC, LV Administrative Services, Inc., Calliope Capital Corporation, Valens Offshore SPV I, Ltd., Valens U.S. SPV I, LLC and PSource Structured Debt Limited, dated as of April 15, 2009.

10.2		Subscription Agreement, dated as of April 17, 2009, by and between ProLink Holdings Corp. and Trinad Capital Master Fund, Ltd.

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: March 10, 2009		/s/ Lawrence D. Bain
Dated: April 21, 2009
		Lawrence D. Bain
	/s/ Lawrence D. Bain
		Chief Executive Officer
	Lawrence D. Bain
	Chief Executive Officer

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