UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO RULE 13d-1(a) AND

AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(AMENDMENT NO. 2)(1)

PROLINK HOLDINGS CORP.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

022780 10 0

(CUSIP Number)

Jay A. Wolf

c/o Trinad Capital Master Fund, Ltd.

2121 Avenue of the Stars, Suite 2550

Los Angeles, California 90067

(310) 601-2500

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

August 23, 2007

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(c), 13d-1(f) or 13d-1(g), check the following box. o

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

(1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be

deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 022780 10 0

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Trinad Capital Master Fund, Ltd. 98-0447604
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP^* (a) (b)X (joint filers)
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 5	SOLE VOTING POWER
		8 6	SHARED VOTING POWER 7,192,221
		9 7	SOLE DISPOSITIVE POWER
		10 8	SHARED DISPOSITIVE POWER 7,192,221
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,192,221 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.5%
14	TYPE OF REPORTING PERSON CO

(1) Includes 243,216 shares of common stock underlying currently exercisable outstanding warrants held by Trinad Capital Master Fund, Ltd.

CUSIP No. 022780 10 0

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Trinad Management, LLC 20-0591302
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP^* (a) (b)X (joint filers)
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 5	SOLE VOTING POWER
		8 6	SHARED VOTING POWER 7,192,221
		9 7	SOLE DISPOSITIVE POWER
		10 8	SHARED DISPOSITIVE POWER 7,192,221
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,192,221 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.5%
14	TYPE OF REPORTING PERSON IA

(1) Includes 243,216 shares of common stock underlying currently exerciseable outstanding warrants held by Trinad Capital Master Fund, Ltd.

CUSIP No. 022780 10 0

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Trinad Capital LP 20-0593276
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b)X (joint filers)
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 5	SOLE VOTING POWER
		8 6	SHARED VOTING POWER 6,041,466
		9 7	SOLE DISPOSITIVE POWER
		10 8	SHARED DISPOSITIVE POWER 6,041,466
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,041,466 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.1%
14	TYPE OF REPORTING PERSON PN

(1) Includes 243,216 shares of common stock underlying currently exercisable outstanding warrants held by Trinad Capital Master Fund, Ltd.

CUSIP No. 022780 10 0

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Trinad Advisors II, LLC 20-8107048
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP^* (a) (b)X (joint filers)
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 5	SOLE VOTING POWER
		8 6	SHARED VOTING POWER 6,041,466
		9 7	SOLE DISPOSITIVE POWER
		10 8	SHARED DISPOSITIVE POWER 6,041,466
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,041,466 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.1%
14	TYPE OF REPORTING PERSON OO

(1) Includes 243,216 shares of common stock underlying currently exercisable outstanding warrants held by Trinad Capital Master Fund, Ltd.

CUSIP No. 022780 10 0

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Robert S. Ellin
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP^* (a) (b)X (joint filers)
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 5	SOLE VOTING POWER
		8 6	SHARED VOTING POWER 7,192,221
		9 7	SOLE DISPOSITIVE POWER
		10 8	SHARED DISPOSITIVE POWER 7,192,221
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,192,221 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.5%
14	TYPE OF REPORTING PERSON IN

(1) Includes 243,216 shares of common stock underlying currently exercisable outstanding warrants held by Trinad Capital Master Fund, Ltd.

CUSIP No. 022780 10 0

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Jay A. Wolf
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP^* (a) (b)X (joint filers)
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 5	SOLE VOTING POWER
		8 6	SHARED VOTING POWER 7,192,221
		9 7	SOLE DISPOSITIVE POWER
		10 8	SHARED DISPOSITIVE POWER 7,192,221
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,192,221 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.5%
14	TYPE OF REPORTING PERSON IN

(1) Includes 243,216 shares of common stock underlying currently exercisable outstanding warrants held by Trinad Capital Master Fund, Ltd.

This Amendment No. 2 to Schedule 13D (this "Amendment"), is being filed to amend and supplement Amendment No. 1 to Schedule 13D filed on May 10, 2007 which amended the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on May 5, 2004 by Trinad Capital LP, Trinad Management, LLC, Trinad Advisors GP, LLC (predecessor to Trinad Advisors II, LLC) and Robert Ellin, and the Schedule 13D filed with the Securities and Exchange Commission on January 17, 2006, filed by Trinad Capital Master Fund, Ltd., and Robert S. Ellin (collectively, the "Schedule 13D").

Item 3 is hereby supplemented with the following:

Item 3. Source and Amount of Funds or Other Consideration:

Since the date of the most recent Schedule D filing, Trinad Capital Master Fund, Ltd. used its working capital to purchase 450,000 shares of Common Stock on the open market.

Item 5(a) is hereby amended in its entirety to read as follows:

Item 5. Interest in Securities of the Issuer:

(a) As of the date hereof:

Trinad Capital Master Fund, Ltd. is the beneficial owner of 7,192,221 shares of the Common Stock, (which amount includes 243,216 shares of common stock underlying currently exerciseable outstanding warrants held by Trinad Capital Master Fund, Ltd.) representing approximately 15.5% of the Common Stock of the Issuer.

Trinad Management, LLC (as the manager of the Trinad Capital Master Fund, Ltd. and Trinad Capital LP) and Robert S. Ellin, a director of the Issuer and the managing director of and portfolio manager for Trinad Management, LLC and the managing director of Trinad Advisors II, LLC and Jay A. Wolf, a director of the Issuer and a managing director of and portfolio manager for Trinad Management, LLC are deemed the beneficial owner of 7,192,221 shares of the Common Stock (which amount includes 243,216 shares of common stock underlying currently exercisable outstanding warrants held by Trinad Capital Master Fund, Ltd.) held by Trinad Capital Master Fund, Ltd. representing approximately 15.5% of the Common Stock of the Issuer.

Trinad Capital LP (the owner of 84% of the shares of Trinad Capital Master Fund, Ltd. as of July 31, 2007) and Trinad Advisors II, LLC (the general partner of Trinad Capital LP), are each deemed the beneficial owner of 84% of the shares or 6,041,466 shares of the Common Stock held by Trinad Capital Master Fund, Ltd., representing 13.1% of the Common Stock of the Issuer.

Each of Trinad Capital LP, Trinad Management, LLC and Trinad Advisors II, LLC disclaim beneficial ownership of the shares of Common Stock directly and beneficially owned by Trinad Capital Master Fund, Ltd.

Each of Robert S. Ellin and Jay A. Wolf disclaim beneficial ownership of the shares of Common Stock directly and beneficially owned by Trinad Capital Master Fund, Ltd. except to the extent of his pecuniary interests therein.

Trinad Management, LLC, Robert S. Ellin and Jay A. Wolf share the power to direct the vote and share the power to direct the disposition of the Common Stock owned by Trinad Capital Master Fund, Ltd.

The percentages used herein and are calculated based 46,276,946 shares of Common Stock reported by the Issuer to be issued and outstanding as of June 30, 2007, in the Issuer's Form 10-QSB Statement, as filed with the Securities and Exchange Commission on August 20, 2007.

(b)

Each of the Reporting Persons share the power to vote or to direct the vote and to dispose or to direct the disposition of the Common Stock it or he may be deemed to beneficially own.

(c) During the last 60 days, the Reporting Persons purchased 200,000 shares of Common Stock on August 23, 2007 for $1.19 per share including commissions and 250,000 shares of Common Stock on August 24, 2007 for $1.13 per share including commissions.

Item 7. Material to be Filed as Exhibits:

The following exhibit is filed as part of this 13D:

Exhibit A Joint Filing Agreement, dated as of August 27, 2007.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

TRINAD CAPITAL MASTER FUND, LTD. a Cayman Islands exempted company By: /s/ Robert S. Ellin Robert S. Ellin, Director Date: August 27, 2007	TRINAD MANAGEMENT, LLC a Delaware limited liability company By: /s/ Robert S. Ellin Robert S. Ellin, Managing Member Date: August 27, 2007
TRINAD CAPITAL LP a Delaware limited partnership By: TRINAD ADVISORS II, LLC a Delaware limited liability company As its General Partner By: /s/ Robert S. Ellin Robert S. Ellin, Managing Member Date: August 27, 2007	TRINAD ADVISORS II, LLC a Delaware limited liability company By: /s/ Robert S. Ellin Robert S. Ellin, Managing Member Date: August 27, 2007
By: /s/ Robert S. Ellin Robert S. Ellin, an individual Date: August 27, 2007	By: /s/ Jay A. Wolf Jay A. Wolf, an individual Date: August 27, 2007

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

EXHIBIT I

JOINT FILING AGREEMENT

PURSUANT TO RULE 13D-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

TRINAD CAPITAL MASTER FUND, LTD. a Cayman Islands exempted company By: /s/ Robert S. Ellin Robert S. Ellin, Director Date: August 27, 2007	TRINAD MANAGEMENT, LLC a Delaware limited liability company By: /s/ Robert S. Ellin Robert S. Ellin, Managing Member Date: August 27, 2007
TRINAD CAPITAL LP a Delaware limited partnership By: TRINAD ADVISORS II, LLC a Delaware limited liability company As its General Partner By: /s/ Robert S. Ellin Robert S. Ellin, Managing Member Date: August 27, 2007	TRINAD ADVISORS II, LLC a Delaware limited liability company By: /s/ Robert S. Ellin Robert S. Ellin, Managing Member Date: August 27, 2007
By: /s/ Robert S. Ellin Robert S. Ellin, an individual Date: August 27, 2007	By: /s/ Jay A. Wolf Jay A. Wolf, an individual Date: August 27, 2007