SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Trinad Capital Master Fund Ltd.

(Last) (First) (Middle)
2121 AVENUE OF THE STARS, SUITE 2550

(Street)
LOS ANGELES CA 90049

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ProLink Holdings Corp. [ PLKH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/23/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
01/05/2006
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/23/2005 P 327,294(1) A $0.61 4,888,249(2) D(3)(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant(1) $1.2159 12/23/2005 A 0 12/23/2005 01/19/2010 Common Stock 243,216 $0 243,216 D(3)(4)
1. Name and Address of Reporting Person*
Trinad Capital Master Fund Ltd.

(Last) (First) (Middle)
2121 AVENUE OF THE STARS, SUITE 2550

(Street)
LOS ANGELES CA 90049

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Trinad Advisors GP, LLC

(Last) (First) (Middle)
153 EAST 53RD ST.
48TH FLOOR

(Street)
NEW YORK X1 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Trinad Capital L.P.

(Last) (First) (Middle)
2121 AVENUE OF THE STARS, SUITE 2550

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Trinad Management, LLC

(Last) (First) (Middle)
2121 AVENUE OF THE STARS, SUITE 1650

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Wolf Jay

(Last) (First) (Middle)
C/O TRINAD CAPITAL L.P.
153 E. 53RD STREET, 48TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
SEE REMARKS
1. Name and Address of Reporting Person*
ELLIN ROBERT S

(Last) (First) (Middle)
C/O TRINAD MANAGEMENT LLC
2121 AVENUE OF THE STARS, SUITE 1650

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
SEE REMARKS
Explanation of Responses:
1. These securities were omitted from the Reporting Person's original Form 4 and also were omitted from the Form 4's filed by the Reporting Person after the original Form 4 was filed.
2. The amount reported is the amount owned immediately after the December 23, 2005 acquisition.
3. These securities are owned directly by Trinad Capital Master Fund, Ltd. (the "Master Fund") which is a reporting person. As of December 23, 2005, these securities may be deemed to have been beneficially owned by Trinad Management, LLC, the investment manager of the Master Fund and Trinad Capital LP; a controlling stockholder of the Master Fund; Trinad Advisors GP LLC (the predecessor of Trinad Advisors II, LLC) then the general partner of Trinad Capital LP; Robert S. Ellin, the managing director of and portfolio manager for Trinad Management, LLC and the managing director of Trinad Advisors GP LLC and Jay A. Wolf a managing director of and portfolio manager for Trinad Management, LLC and a managing director of Trinad Advisors GP LLC.
4. Each such reporting person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Remarks:
Until December 29, 2005, Robert S. Ellin served as President and Jay A. Wolf served as Chief Financial Officer of the Issuer.
Trinad Capital Master Fund, Ltd.; By: /s/ Jay A. Wolf, Authorized Representative 05/10/2007
Trinad Advisors GP LLC; By: /s/ Robert S. Ellin, Managing Director 05/10/2007
Trinad Capital LP; By: Trinad Advisors II LLC, its general partner; By: /s/ Robert S. Ellin, Managing Director 05/10/2007
Trinad Management, LLC; By: /s/ Robert S. Ellin, Managing Director 05/10/2007
By: /s/ Robert S. Ellin 05/10/2007
By: /s/ Jay A. Wolf 05/10/2007
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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