-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HXg64Qy2nig+6B00DPJPsElXnjGBRndZlnnWO6YoF4XrKvcJeHHnlT3eopBkVihg 9QwpC+iRf1No3FPhLoQYSQ== 0001188112-08-000377.txt : 20080214 0001188112-08-000377.hdr.sgml : 20080214 20080214150100 ACCESSION NUMBER: 0001188112-08-000377 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 GROUP MEMBERS: CALLIOPE CAPITAL CORPORATION GROUP MEMBERS: DAVID GRIN GROUP MEMBERS: EUGENE GRIN GROUP MEMBERS: LAURUS CAPITAL MANAGEMENT, LLC GROUP MEMBERS: LAURUS MASTER FUND, LTD. GROUP MEMBERS: PSOURCE STRUCTURED DEBT LIMITED GROUP MEMBERS: VALENS CAPITAL MANAGEMENT, LLC GROUP MEMBERS: VALENS U.S. SPV I, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ProLink Holdings Corp. CENTRAL INDEX KEY: 0001072816 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 650656268 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59583 FILM NUMBER: 08613948 BUSINESS ADDRESS: STREET 1: 410 SOUTH BENSON LANE CITY: CHANDLER STATE: AZ ZIP: 85224 BUSINESS PHONE: 480-961-8800 MAIL ADDRESS: STREET 1: 410 SOUTH BENSON LANE CITY: CHANDLER STATE: AZ ZIP: 85224 FORMER COMPANY: FORMER CONFORMED NAME: Prolink Holdings Corp. DATE OF NAME CHANGE: 20060126 FORMER COMPANY: FORMER CONFORMED NAME: AMALGAMATED TECHNOLOGIES INC DATE OF NAME CHANGE: 20030623 FORMER COMPANY: FORMER CONFORMED NAME: FULLCOMM TECHNOLOGIES INC DATE OF NAME CHANGE: 20010814 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAURUS MASTER FUND LTD CENTRAL INDEX KEY: 0001189294 IRS NUMBER: 980337673 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 152 W 57TH ST CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125415800 SC 13G/A 1 d22721.txt SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (AMENDMENT NO. 1)* PROLINK HOLDINGS CORP. ----------------------------------- (Name of Issuer) Common Stock, $0.0001 par value per share ---------------------------------------- (Title of Class of Securities) 74340T100 --------- (CUSIP Number) December 31, 2007 -------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1 (b) [X] Rule 13d-1 (c) [ ] Rule 13d-1 (d) 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 ("Act") 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. 74340T100 - ------------------------------------------------------------------ 1 NAME OF REPORTING PERSON: PSource Structured Debt Limited S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: - --------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - --------------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Guernsey - --------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. * SHARES -------------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 4,699,106 shares of Common Stock. * OWNED BY -------------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. * REPORTING -------------------------------------------------------------------- PERSON 8 SHARES DISPOSITIVE POWER: 4,699,106 shares of Common Stock. * - --------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,699,106 shares of Common Stock - --------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X] - --------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% - --------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO - ---------------------------------------------------------------------------------
Based on 47,038,107 shares of the common stock, $0.0001 par value per share (the "Shares") outstanding of ProLink Holdings Corp., a Delaware corporation (the "Company"), as disclosed in the Company's Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 2007. As of December 31, 2007, Calliope Corporation ("Calliope"), Valens U.S. SPV I, L.L.C. ("Valens U.S.") and PSource Structured Debt Limited ("PSDL", and together with Calliope and Valens U.S., the "Investors") collectively held (i) a warrant (the "Warrant") to acquire 3,567,568 Shares, at an exercise price of $1.40 per Share for the first 1,189,189 Shares acquired thereunder, $1.50 per Share for the next 1,189,189 Shares acquired thereunder and $1.60 per Share for the remaining Shares acquired thereunder, subject to certain adjustments, and (ii) a secured convertible term note (the "Note") in the aggregate principal amount (the "Principal Amount") of $4,000,000, which is convertible into Shares at a conversion rate of $1.40 per Share for the first $1,333,333 of the Principal Amount, $1.50 for the next $1,333,333 of the Principal Amount and $1.67 per Share with respect to the remainder of the Principal Amount, subject to certain adjustments. The Warrant and Note contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by PSDL, Valens U.S. and Calliope of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation may be waived by PSDL, Valens U.S. and Calliope upon at least 61 days prior notice to the Company and shall automatically become null and void (i) following notice to the Issuer of the occurrence and during the continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument), or (ii) upon receipt by the Investors of a Notice of Redemption (as defined in and pursuant to the terms of the applicable instrument). Calliope is a wholly owned subsidiary of Laurus Master Fund, Ltd., which is managed by Laurus Capital Management, LLC. PSDL is managed by Laurus Capital Management, LLC. Valens U.S. is managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Valens Capital Management, LLC and Laurus Capital Management, LLC and share voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. CUSIP No. 74340T100 - --------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Calliope Capital Corporation S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 57-1237865 - --------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - --------------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. * SHARES -------------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 4,699,106 shares of Common Stock. * OWNED BY -------------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. * REPORTING -------------------------------------------------------------------- PERSON 8 SHARES DISPOSITIVE POWER: 4,699,106 shares of Common Stock. * - --------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,699,106 shares of Common Stock - --------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X] - --------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% - --------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON CO - ---------------------------------------------------------------------------------
Based on 47,038,107 shares of the common stock, $0.0001 par value per share (the "Shares") outstanding of ProLink Holdings Corp., a Delaware corporation (the "Company"), as disclosed in the Company's Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 2007. As of December 31, 2007, Calliope Corporation ("Calliope"), Valens U.S. SPV I, L.L.C. ("Valens U.S.") and PSource Structured Debt Limited ("PSDL", and together with Calliope and Valens U.S., the "Investors") collectively held (i) a warrant (the "Warrant") to acquire 3,567,568 Shares, at an exercise price of $1.40 per Share for the first 1,189,189 Shares acquired thereunder, $1.50 per Share for the next 1,189,189 Shares acquired thereunder and $1.60 per Share for the remaining Shares acquired thereunder, subject to certain adjustments, and (ii) a secured convertible term note (the "Note") in the aggregate principal amount (the "Principal Amount") of $4,000,000, which is convertible into Shares at a conversion rate of $1.40 per Share for the first $1,333,333 of the Principal Amount, $1.50 for the next $1,333,333 of the Principal Amount and $1.67 per Share with respect to the remainder of the Principal Amount, subject to certain adjustments. The Warrant and Note contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by PSDL, Valens U.S. and Calliope of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation may be waived by PSDL, Valens U.S. and Calliope upon at least 61 days prior notice to the Company and shall automatically become null and void (i) following notice to the Issuer of the occurrence and during the continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument), or (ii) upon receipt by the Investors of a Notice of Redemption (as defined in and pursuant to the terms of the applicable instrument). Calliope is a wholly owned subsidiary of Laurus Master Fund, Ltd., which is managed by Laurus Capital Management, LLC. PSDL is managed by Laurus Capital Management, LLC. Valens U.S. is managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Valens Capital Management, LLC and Laurus Capital Management, LLC and share voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. CUSIP No. 74340T100 - --------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Laurus Master Fund, Ltd. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 98-0337673 - --------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - --------------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - --------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. * SHARES -------------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 4,699,106 shares of Common Stock. * OWNED BY -------------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. * REPORTING -------------------------------------------------------------------- PERSON 8 SHARES DISPOSITIVE POWER: 4,699,106 shares of Common Stock. * - --------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,699,106 shares of Common Stock - --------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X] - --------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% - --------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON CO, HC - ---------------------------------------------------------------------------------
Based on 47,038,107 shares of the common stock, $0.0001 par value per share (the "Shares") outstanding of ProLink Holdings Corp., a Delaware corporation (the "Company"), as disclosed in the Company's Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 2007. As of December 31, 2007, Calliope Corporation ("Calliope"), Valens U.S. SPV I, L.L.C. ("Valens U.S.") and PSource Structured Debt Limited ("PSDL", and together with Calliope and Valens U.S., the "Investors") collectively held (i) a warrant (the "Warrant") to acquire 3,567,568 Shares, at an exercise price of $1.40 per Share for the first 1,189,189 Shares acquired thereunder, $1.50 per Share for the next 1,189,189 Shares acquired thereunder and $1.60 per Share for the remaining Shares acquired thereunder, subject to certain adjustments, and (ii) a secured convertible term note (the "Note") in the aggregate principal amount (the "Principal Amount") of $4,000,000, which is convertible into Shares at a conversion rate of $1.40 per Share for the first $1,333,333 of the Principal Amount, $1.50 for the next $1,333,333 of the Principal Amount and $1.67 per Share with respect to the remainder of the Principal Amount, subject to certain adjustments. The Warrant and Note contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by PSDL, Valens U.S. and Calliope of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation may be waived by PSDL, Valens U.S. and Calliope upon at least 61 days prior notice to the Company and shall automatically become null and void (i) following notice to the Issuer of the occurrence and during the continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument), or (ii) upon receipt by the Investors of a Notice of Redemption (as defined in and pursuant to the terms of the applicable instrument). Calliope is a wholly owned subsidiary of Laurus Master Fund, Ltd., which is managed by Laurus Capital Management, LLC. PSDL is managed by Laurus Capital Management, LLC. Valens U.S. is managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Valens Capital Management, LLC and Laurus Capital Management, LLC and share voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. CUSIP No. 74340T100 - --------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Laurus Capital Management, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 13-4150669 - --------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - --------------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. * SHARES -------------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 4,699,106 shares of Common Stock. * OWNED BY -------------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. * REPORTING -------------------------------------------------------------------- PERSON 8 SHARES DISPOSITIVE POWER: 4,699,106 shares of Common Stock. * - --------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,699,106 shares of Common Stock - --------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X] - --------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% - --------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO - ---------------------------------------------------------------------------------
Based on 47,038,107 shares of the common stock, $0.0001 par value per share (the "Shares") outstanding of ProLink Holdings Corp., a Delaware corporation (the "Company"), as disclosed in the Company's Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 2007. As of December 31, 2007, Calliope Corporation ("Calliope"), Valens U.S. SPV I, L.L.C. ("Valens U.S.") and PSource Structured Debt Limited ("PSDL", and together with Calliope and Valens U.S., the "Investors") collectively held (i) a warrant (the "Warrant") to acquire 3,567,568 Shares, at an exercise price of $1.40 per Share for the first 1,189,189 Shares acquired thereunder, $1.50 per Share for the next 1,189,189 Shares acquired thereunder and $1.60 per Share for the remaining Shares acquired thereunder, subject to certain adjustments, and (ii) a secured convertible term note (the "Note") in the aggregate principal amount (the "Principal Amount") of $4,000,000, which is convertible into Shares at a conversion rate of $1.40 per Share for the first $1,333,333 of the Principal Amount, $1.50 for the next $1,333,333 of the Principal Amount and $1.67 per Share with respect to the remainder of the Principal Amount, subject to certain adjustments. The Warrant and Note contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by PSDL, Valens U.S. and Calliope of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation may be waived by PSDL, Valens U.S. and Calliope upon at least 61 days prior notice to the Company and shall automatically become null and void (i) following notice to the Issuer of the occurrence and during the continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument), or (ii) upon receipt by the Investors of a Notice of Redemption (as defined in and pursuant to the terms of the applicable instrument). Calliope is a wholly owned subsidiary of Laurus Master Fund, Ltd., which is managed by Laurus Capital Management, LLC. PSDL is managed by Laurus Capital Management, LLC. Valens U.S. is managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Valens Capital Management, LLC and Laurus Capital Management, LLC and share voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. CUSIP No. 74340T100 - --------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Valens U.S. SPV I, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-8903266 - --------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - --------------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. * SHARES -------------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 4,699,106 shares of Common Stock. * OWNED BY -------------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. * REPORTING -------------------------------------------------------------------- PERSON 8 SHARES DISPOSITIVE POWER: 4,699,106 shares of Common Stock. * - --------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,699,106 shares of Common Stock - --------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X] - --------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% - --------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO - ---------------------------------------------------------------------------------
Based on 47,038,107 shares of the common stock, $0.0001 par value per share (the "Shares") outstanding of ProLink Holdings Corp., a Delaware corporation (the "Company"), as disclosed in the Company's Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 2007. As of December 31, 2007, Calliope Corporation ("Calliope"), Valens U.S. SPV I, L.L.C. ("Valens U.S.") and PSource Structured Debt Limited ("PSDL", and together with Calliope and Valens U.S., the "Investors") collectively held (i) a warrant (the "Warrant") to acquire 3,567,568 Shares, at an exercise price of $1.40 per Share for the first 1,189,189 Shares acquired thereunder, $1.50 per Share for the next 1,189,189 Shares acquired thereunder and $1.60 per Share for the remaining Shares acquired thereunder, subject to certain adjustments, and (ii) a secured convertible term note (the "Note") in the aggregate principal amount (the "Principal Amount") of $4,000,000, which is convertible into Shares at a conversion rate of $1.40 per Share for the first $1,333,333 of the Principal Amount, $1.50 for the next $1,333,333 of the Principal Amount and $1.67 per Share with respect to the remainder of the Principal Amount, subject to certain adjustments. The Warrant and Note contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by PSDL, Valens U.S. and Calliope of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation may be waived by PSDL, Valens U.S. and Calliope upon at least 61 days prior notice to the Company and shall automatically become null and void (i) following notice to the Issuer of the occurrence and during the continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument), or (ii) upon receipt by the Investors of a Notice of Redemption (as defined in and pursuant to the terms of the applicable instrument). Calliope is a wholly owned subsidiary of Laurus Master Fund, Ltd., which is managed by Laurus Capital Management, LLC. PSDL is managed by Laurus Capital Management, LLC. Valens U.S. is managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Valens Capital Management, LLC and Laurus Capital Management, LLC and share voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. CUSIP No. 74340T100 - --------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Valens Capital Management, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-8903345 - --------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - --------------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. * SHARES -------------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 4,699,106 shares of Common Stock. * OWNED BY -------------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. * REPORTING -------------------------------------------------------------------- PERSON 8 SHARES DISPOSITIVE POWER: 4,699,106 shares of Common Stock. * - --------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,699,106 shares of Common Stock - --------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X] - --------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% - --------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO - ---------------------------------------------------------------------------------
Based on 47,038,107 shares of the common stock, $0.0001 par value per share (the "Shares") outstanding of ProLink Holdings Corp., a Delaware corporation (the "Company"), as disclosed in the Company's Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 2007. As of December 31, 2007, Calliope Corporation ("Calliope"), Valens U.S. SPV I, L.L.C. ("Valens U.S.") and PSource Structured Debt Limited ("PSDL", and together with Calliope and Valens U.S., the "Investors") collectively held (i) a warrant (the "Warrant") to acquire 3,567,568 Shares, at an exercise price of $1.40 per Share for the first 1,189,189 Shares acquired thereunder, $1.50 per Share for the next 1,189,189 Shares acquired thereunder and $1.60 per Share for the remaining Shares acquired thereunder, subject to certain adjustments, and (ii) a secured convertible term note (the "Note") in the aggregate principal amount (the "Principal Amount") of $4,000,000, which is convertible into Shares at a conversion rate of $1.40 per Share for the first $1,333,333 of the Principal Amount, $1.50 for the next $1,333,333 of the Principal Amount and $1.67 per Share with respect to the remainder of the Principal Amount, subject to certain adjustments. The Warrant and Note contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by PSDL, Valens U.S. and Calliope of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation may be waived by PSDL, Valens U.S. and Calliope upon at least 61 days prior notice to the Company and shall automatically become null and void (i) following notice to the Issuer of the occurrence and during the continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument), or (ii) upon receipt by the Investors of a Notice of Redemption (as defined in and pursuant to the terms of the applicable instrument). Calliope is a wholly owned subsidiary of Laurus Master Fund, Ltd., which is managed by Laurus Capital Management, LLC. PSDL is managed by Laurus Capital Management, LLC. Valens U.S. is managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Valens Capital Management, LLC and Laurus Capital Management, LLC and share voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. CUSIP No. 74340T100 - --------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: David Grin - --------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - --------------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Israel - --------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. * SHARES -------------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 4,699,106 shares of Common Stock. * OWNED BY -------------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. * REPORTING -------------------------------------------------------------------- PERSON 8 SHARES DISPOSITIVE POWER: 4,699,106 shares of Common Stock. * - --------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,699,106 shares of Common Stock - --------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X] - --------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% - --------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN - ---------------------------------------------------------------------------------
Based on 47,038,107 shares of the common stock, $0.0001 par value per share (the "Shares") outstanding of ProLink Holdings Corp., a Delaware corporation (the "Company"), as disclosed in the Company's Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 2007. As of December 31, 2007, Calliope Corporation ("Calliope"), Valens U.S. SPV I, L.L.C. ("Valens U.S.") and PSource Structured Debt Limited ("PSDL", and together with Calliope and Valens U.S., the "Investors") collectively held (i) a warrant (the "Warrant") to acquire 3,567,568 Shares, at an exercise price of $1.40 per Share for the first 1,189,189 Shares acquired thereunder, $1.50 per Share for the next 1,189,189 Shares acquired thereunder and $1.60 per Share for the remaining Shares acquired thereunder, subject to certain adjustments, and (ii) a secured convertible term note (the "Note") in the aggregate principal amount (the "Principal Amount") of $4,000,000, which is convertible into Shares at a conversion rate of $1.40 per Share for the first $1,333,333 of the Principal Amount, $1.50 for the next $1,333,333 of the Principal Amount and $1.67 per Share with respect to the remainder of the Principal Amount, subject to certain adjustments. The Warrant and Note contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by PSDL, Valens U.S. and Calliope of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation may be waived by PSDL, Valens U.S. and Calliope upon at least 61 days prior notice to the Company and shall automatically become null and void (i) following notice to the Issuer of the occurrence and during the continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument), or (ii) upon receipt by the Investors of a Notice of Redemption (as defined in and pursuant to the terms of the applicable instrument). Calliope is a wholly owned subsidiary of Laurus Master Fund, Ltd., which is managed by Laurus Capital Management, LLC. PSDL is managed by Laurus Capital Management, LLC. Valens U.S. is managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Valens Capital Management, LLC and Laurus Capital Management, LLC and share voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. CUSIP No. 74340T100 - --------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Eugene Grin - --------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - --------------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States - --------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. * SHARES -------------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 4,699,106 shares of Common Stock. * OWNED BY -------------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. * REPORTING -------------------------------------------------------------------- PERSON 8 SHARES DISPOSITIVE POWER: 4,699,106 shares of Common Stock. * - --------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,699,106 shares of Common Stock - --------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X] - --------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% - --------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN - ---------------------------------------------------------------------------------
Based on 47,038,107 shares of the common stock, $0.0001 par value per share (the "Shares") outstanding of ProLink Holdings Corp., a Delaware corporation (the "Company"), as disclosed in the Company's Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 2007. As of December 31, 2007, Calliope Corporation ("Calliope"), Valens U.S. SPV I, L.L.C. ("Valens U.S.") and PSource Structured Debt Limited ("PSDL", and together with Calliope and Valens U.S., the "Investors") collectively held (i) a warrant (the "Warrant") to acquire 3,567,568 Shares, at an exercise price of $1.40 per Share for the first 1,189,189 Shares acquired thereunder, $1.50 per Share for the next 1,189,189 Shares acquired thereunder and $1.60 per Share for the remaining Shares acquired thereunder, subject to certain adjustments, and (ii) a secured convertible term note (the "Note") in the aggregate principal amount (the "Principal Amount") of $4,000,000, which is convertible into Shares at a conversion rate of $1.40 per Share for the first $1,333,333 of the Principal Amount, $1.50 for the next $1,333,333 of the Principal Amount and $1.67 per Share with respect to the remainder of the Principal Amount, subject to certain adjustments. The Warrant and Note contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by PSDL, Valens U.S. and Calliope of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation may be waived by PSDL, Valens U.S. and Calliope upon at least 61 days prior notice to the Company and shall automatically become null and void (i) following notice to the Issuer of the occurrence and during the continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument), or (ii) upon receipt by the Investors of a Notice of Redemption (as defined in and pursuant to the terms of the applicable instrument). Calliope is a wholly owned subsidiary of Laurus Master Fund, Ltd., which is managed by Laurus Capital Management, LLC. PSDL is managed by Laurus Capital Management, LLC. Valens U.S. is managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Valens Capital Management, LLC and Laurus Capital Management, LLC and share voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. CUSIP No. 74340T100 Item 1(a). Name of Issuer: ProLink Holdings Corp. Item 1(b). Address of Issuer's Principal Executive Offices: 410 South Benson Ln. Chandler, AZ 85224 Item 2(a). Name of Person Filing: Laurus Master Fund, Ltd. This Schedule 13G is also filed on behalf of Calliope Capital Corporation, a Delaware corporation, PSource Structured Debt Limited, a closed-ended company incorporated with limited liability in Guernsey, Laurus Capital Management, LLC, a Delaware limited liability company, Valens U.S. SPV I, LLC, a Delaware limited liability company, Valens Capital Management, LLC, a Delaware limited liability company, Eugene Grin and David Grin. Calliope Capital Corporation is a wholly owned subsidiary of Laurus Master Fund. Laurus Capital Management, LLC manages Laurus Master Fund, Ltd. and PSource Structured Debt Limited. Valens Capital Management, LLC manages Valens U.S. SPV I, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share sole voting and investment power over the securities owned by Calliope Capital Corporation, PSource Structured Debt Limited, and Valens U.S. SPV I, LLC. Information related to each of Calliope Capital Corporation, PSource Structured Debt Limited, Laurus Capital Management, LLC, Valens U.S. SPV I, LLC, Valens Capital Management, LLC, Eugene Grin and David Grin is set forth on Appendix A hereto. Item 2(b). Address of Principal Business Office or if none, Residence: c/o Laurus Capital Management, LLC, 335 Madison Avenue, 10th Floor, New York, NY 10017 Item 2(c). Citizenship: Cayman Islands Item 2(d). Title of Class of Securities: Common Stock ("Common Stock") Item 2(e). CUSIP Number: 74340T100 Item 3. Not Applicable Item 4. Ownership: (a) Amount Beneficially Owned: 4,699,106 shares of Common Stock (b) Percent of Class: 9.99% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 shares of Common Stock. * (ii) shared power to vote or to direct the vote: 4,699,106 shares of Common Stock. * (iii) sole power to dispose or to direct the disposition of: 0 shares of Common Stock. * (iv) shared power to dispose or to direct the disposition of: 4,699,106 shares of Common Stock. * Item 5. Ownership of Five Percent or Less of a Class: Not applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not applicable Item 7. Identification and Classification of Subsidiary Which Acquired the Securities: Not applicable (see Item 2(a)) Item 8. Identification and Classification of Members of the Group: Not applicable (see Item 2(a)) Item 9. Notice of Dissolution of Group: Not applicable Item 10. Certification: By signing below, I certify to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. - ----------------------------------- Based on 47,038,107 shares of the common stock, $0.0001 par value per share (the "Shares") outstanding of ProLink Holdings Corp., a Delaware corporation (the "Company"), as disclosed in the Company's Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 2007. As of December 31, 2007, Calliope Corporation ("Calliope"), Valens U.S. SPV I, L.L.C. ("Valens U.S.") and PSource Structured Debt Limited ("PSDL", and together with Calliope and Valens U.S., the "Investors") collectively held (i) a warrant (the "Warrant") to acquire 3,567,568 Shares, at an exercise price of $1.40 per Share for the first 1,189,189 Shares acquired thereunder, $1.50 per Share for the next 1,189,189 Shares acquired thereunder and $1.60 per Share for the remaining Shares acquired thereunder, subject to certain adjustments, and (ii) a secured convertible term note (the "Note") in the aggregate principal amount (the "Principal Amount") of $4,000,000, which is convertible into Shares at a conversion rate of $1.40 per Share for the first $1,333,333 of the Principal Amount, $1.50 for the next $1,333,333 of the Principal Amount and $1.67 per Share with respect to the remainder of the Principal Amount, subject to certain adjustments. The Warrant and Note contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by PSDL, Valens U.S. and Calliope of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation may be waived by PSDL, Valens U.S. and Calliope upon at least 61 days prior notice to the Company and shall automatically become null and void (i) following notice to the Issuer of the occurrence and during the continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument), or (ii) upon receipt by the Investors of a Notice of Redemption (as defined in and pursuant to the terms of the applicable instrument). Calliope is a wholly owned subsidiary of Laurus Master Fund, Ltd., which is managed by Laurus Capital Management, LLC. PSDL is managed by Laurus Capital Management, LLC. Valens U.S. is managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Valens Capital Management, LLC and Laurus Capital Management, LLC and share voting and investment power over the securities owned by the Investors reported in this Schedule 13G, as amended. CUSIP No. 74340T100 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. February 14, 2008 ---------------- Date Laurus Master Fund, Ltd. /s/ David Grin ---------------- David Grin Director CUSIP No. 74340T100 APPENDIX A A. Name: Calliope Capital Corporation, a Delaware corporation 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Delaware B. Name: PSource Structured Debt Limited, a closed-ended company incorporated with limited liability in Guernsey 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Guernsey C. Name: Laurus Capital Management, LLC, a Delaware limited liability company 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Delaware D. Name: Valens U.S. SPV I, LLC, a Delaware limited liability company 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Delaware E. Name: Valens Capital Management, LLC, a Delaware limited liability company 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Delaware F. Name: David Grin Business 335 Madison Avenue, 10th Floor Address: New York, New York 10017 Principal Director of Laurus Master Fund, Ltd. Occupation: Director of Valens U.S. SPV I, LLC Director of PSource Structured Debt Limited Director of Calliope Capital Corporation Principal of Laurus Capital Management, LLC Principal of Valens Capital Management, LLC Citizenship: Israel G. Name: Eugene Grin Business 335 Madison Avenue, 10th Floor Address: New York, New York 10017 Principal Director of Laurus Master Fund, Ltd. Occupation: Director of Valens U.S. SPV I, LLC
Director of PSource Structured Debt Limited Director of Calliope Capital Corporation Principal of Laurus Capital Management, LLC Principal of Valens Capital Management, LLC Citizenship: United States
CUSIP No. 74340T100 Each of Calliope Capital Corporation, PSource Structured Debt Limited, Laurus Capital Management, LLC, Valens U.S. SPV I, LLC, Valens Capital Management, LLC, Eugene Grin and David Grin hereby agree, by their execution below, that the Schedule 13G, as amended, to which this Appendix A is attached is filed on behalf of each of them, respectively. Calliope Capital Corporation /s/ Eugene Grin - ----------------------------------------- Eugene Grin President, Chairman, Secretary February 14, 2008 PSource Structured Debt Limited /s/ Eugene Grin - ----------------------------------------- Eugene Grin Director February 14, 2008 Laurus Capital Management, LLC /s/ Eugene Grin - ----------------------------------------- Eugene Grin Principal February 14, 2008 Valens Capital Management, LLC Valens U.S. SPV I, LLC By: Valens Capital Management, LLC Individually and as investment manager /s/ Eugene Grin - ----------------------------------------- Eugene Grin Authorized Signatory February 14, 2008 /s/ David Grin - ----------------------------------------- David Grin February 14, 2008 /s/ Eugene Grin - ----------------------------------------- Eugene Grin February 14, 2008 -----END PRIVACY-ENHANCED MESSAGE-----