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)

~~December~~November 224, 2004

PROLONG INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

001-14123

74-2234246

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)


6 Thomas, Irvine, CA		92618
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (949) 587-2700

Not applicable

(Former name or former address, if changed since last report.)

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:

¨	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.

On ~~December~~November 224, 2004, ~~Mr. Nicolaas Rosier notified~~ Prolong International Corporation (the “Company”) ~~that~~obtained hea isshort-term ~~resigning~~loan ~~his~~of ~~position~~$100,000 asfrom Elton Alderman, its President and Chief ~~Financial~~Executive Officer, ofpursuant to a Subordinated Secured Promissory Note (the “Note”) issued by Prolong ~~International~~Super ~~Corporation~~Lubricants, ~~effective~~Inc., ~~December~~the Company’s 29wholly-owned operating subsidiary (“PSL”). The Note bears interest at a rate of 7% per annum and is due and payable on January 23, ~~2004~~2005 tounless ~~pursue~~repaid ~~other~~earlier ~~opportunities~~by PSL. AThe ~~replacement~~indebtedness ~~has~~under ~~not~~the ~~yet~~Note ~~been~~is ~~appointed~~expressly subordinated to ~~fill~~the “Senior Indebtedness” of PSL as described in the ~~vacancy~~ ~~created~~Note. byPursuant to the terms of the Note, Mr. ~~Rosier’s~~Alderman ~~resignation~~obtained a subordinated security interest in all of the assets of PSL.

~~Pursuant~~The ~~to a~~foregoing ~~letter~~description ~~agreement~~of ~~entered into between Mr. Rosier and~~ the ~~Company~~Note ondoes ~~December~~not 2,purport ~~2004,~~to ~~Mr.~~be ~~Rosier~~complete ~~will~~and ~~continue~~is qualified asin anits ~~employee~~entirety ofby ~~the~~reference ~~Company, on a part-time basis, through June 30, 2005~~ to ~~assist with~~ the ~~Company’s auditing~~Note, ~~budgeting, accounting~~a ~~and~~copy ~~other~~of ~~administrative~~which ~~matters.~~is ~~The~~attached ~~letter~~hereto ~~agreement~~as ~~also~~Exhibit ~~provides that the Employment Agreement originally entered into with Mr~~10.45 ~~Rosier~~and onincorporated ~~June~~herein 1,by ~~2000 will be terminated effective December 29, 2004~~reference.

~~The~~Item ~~foregoing~~2.03 ~~description~~Creation of ~~the~~a ~~letter~~Direct ~~agreement~~Financial ~~does~~Obligation ~~not~~or ~~purport~~an toObligation ~~be complete~~under ~~and~~an isOff-Balance ~~qualified~~Sheet inArrangement ~~its~~of ~~entirety by reference to the letter agreement,~~ a ~~copy of which is attached hereto as Exhibit 10~~Registrant.~~44,~~ ~~and incorporated herein by reference.~~

Item 1.02 Termination of a Material Definitive Agreement

See disclosure under Item 1.01 of this Current Report on Form 8-K.

Item 59.0201 ~~Departure~~– ofFinancial ~~Directors~~Statements orand ~~Principal~~Exhibits. ~~Officers; Election of Directors; Appointment of Principal Officers~~

See disclosure under Item 1.01 of this Current Report on Form 8-K.

Item 9.01 – Financial Statements and Exhibits

(c)

Exhibits

Exhibit Number		Description
ExhibitNumber		Description
10.44		Letter Agreement, dated December 2, 2004, between Prolong International Corporation and Nicolaas Rosier.
10.45		Subordinated Secured Promissory Note, dated November 24, 2004, in the aggregate principal amount of $100,000.

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.

		PROLONG INTERNATIONAL CORPORATION
December 8, 2004		/s/ Nicolaas Rosier
December 15, 2004		/s/ Nicolaas Rosier
		Nicolaas Rosier, Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Description
ExhibitNumber		Description
10.44		Letter Agreement, dated December 2, 2004, between Prolong International Corporation and Nicolaas Rosier.
10.45		Subordinated Secured Promissory Note, dated November 24, 2004, in the aggregate principal amount of $100,000.

Filing Compare · PROLONG INTERNATIONAL CORP