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<SEC-DOCUMENT>0000096313-03-000222.txt : 20031114
<SEC-HEADER>0000096313-03-000222.hdr.sgml : 20031114
<ACCEPTANCE-DATETIME>20031114121356
ACCESSION NUMBER:		0000096313-03-000222
CONFORMED SUBMISSION TYPE:	10QSB
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20030930
FILED AS OF DATE:		20031114

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PARK CITY GROUP INC
		CENTRAL INDEX KEY:			0000050471
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374]
		IRS NUMBER:				112050317
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		10QSB
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-03718
		FILM NUMBER:		031001916

	BUSINESS ADDRESS:	
		STREET 1:		333 MAIN STREET, SUITE 300
		STREET 2:		P.O. BOX 5000
		CITY:			PARK CITY
		STATE:			UT
		ZIP:			84060
		BUSINESS PHONE:		435-649-2221

	MAIL ADDRESS:	
		STREET 1:		333 MAIN STREET, SUITE 300
		STREET 2:		P.O. BOX 5000
		CITY:			PARK CITY
		STATE:			UT
		ZIP:			84060

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	FIELDS TECHNOLOGIES INC
		DATE OF NAME CHANGE:	20010626

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	AMERINET GROUP COM INC
		DATE OF NAME CHANGE:	19990803

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	EQUITY GROWTH SYSTEMS INC /DE/
		DATE OF NAME CHANGE:	19951214
</SEC-HEADER>
<DOCUMENT>
<TYPE>10QSB
<SEQUENCE>1
<FILENAME>parkcitygroup10qsb.txt
<TEXT>
                                   FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                Quarterly Report Under Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                For the Quarterly Period Ended September 30, 2003

                        Commission File Number 000-03718

                              PARK CITY GROUP, INC.
        (Exact name of small business issuer as specified in its charter)

               Nevada                                   37-1454128
               ------                                   ----------
 (State or other jurisdiction of              (IRS Employer Identification No.)
  incorporation or organization)

              333 Main Street, P.O. Box 5000; Park City, Utah 84060
                    (Address of principal executive offices)

                                 (435) 649-2221
                         (Registrant's telephone number)

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the Exchange  Act during the  preceding 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing requirements for the past 90 days.
                                   [X] Yes   [ ] No

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

                Class                                    Outstanding as of
                -----                                    November 13, 2003
                                                         -----------------

           Common Stock, $.01 par value                     233,443,557



                                       1
<PAGE>


                              PARK CITY GROUP, INC.
              Table of Contents to Quarterly Report on Form 10-QSB


                         PART I - FINANCIAL INFORMATION

Item 1       Financial Statements

             Consolidated Condensed Balance Sheet as of
                 September 30, 2003 (Unaudited)                             3

             Consolidated Condensed Statements of Operations
                 for the Three Months Ended September  30,
                 2003 and 2002 (Unaudited)                                  4

             Consolidated Condensed Statements of Cash Flows
                 for the Three Months Ended September 30, 2003
                 and 2002 (Unaudited)                                       5

             Notes to Consolidated Condensed Financial Statements           6

Item 2       Management's Discussion and Analysis or Plan of Operations     8

Item 3       Controls and Procedures                                        9

                           PART II - OTHER INFORMATION

Item 1       Legal Proceedings                                              9

Item 2       Changes in Securities                                          9

Item 6       Exhibits and Reports on Form 8-K                              10

Exhibit 10   Material Contracts - Employment Agreement of
                 Randall K. Fields, CEO

Exhibit 31   Certification of Chief Executive Officer and Chief
                 Financial Officer pursuant to Section 302 of
                 the Sarbanes-Oxley Act of 2002.

Exhibit 32   Certification pursuant to 18 U.S.C. Section 1350,
                 as adopted pursuant to Section 906 of the
                 Sarbanes-Oxley Act of 2002.



                                       2
<PAGE>

                              PARK CITY GROUP, INC.
                Consolidated Condensed Balance Sheet (Unaudited)
                               September 30, 2003


Assets
- ------

Current assets:
     Cash                                                        $        5,680
     Receivables, net of allowance for
       doubtful accounts                                                616,606
     Prepaid expenses and other current
       assets                                                           102,151
                                                                 ---------------

                    Total current assets                                724,437

Property and equipment, net of accumulated
   depreciation and amortization                                         91,487
                                                                 ---------------

Other assets:
     Deposits and other assets                                           54,520
     Capitalized software costs, net of
       accumulated amortization                                         797,636
                                                                 ---------------

                    Total other assets                                  852,156
                                                                 ---------------

                    Total assets                                 $    1,668,080
                                                                 ===============

Liabilities and Stockholders' Deficit

Current liabilities:
     Accounts payable                                            $    1,001,124
     Accrued liabilities                                                439,500
     Deferred revenue                                                   937,027
     Current portion of long-term debt and
       capital lease obligations                                         25,223
     Related party notes payable, net of
       discounts of $177,468                                          3,988,271
     Related party lines of credit                                      307,000
                                                                 ---------------

                    Total current liabilities                         6,698,145
                                                                 ---------------

Long-term liabilities
     Long-term debt and capital lease obligations,
       less current portion, net of discount
       of $112,319                                                    2,006,547
     Long-term related party debt, net of discount
       of $10,713                                                       334,287
                                                                 ---------------

                    Total long-term liabilities                       2,340,834

                    Total liabilities                                 9,038,979
                                                                 ---------------


Commitments and contingencies                                                 -

Stockholders' deficit:

     Preferred stock, $0.01 par value, 30,000,000
       shares authorized, none issued                                         -
     Common stock , $0.01 par value, 300,000,000
       shares authorized; 232,318,557 issued and
       outstanding                                                    2,324,187
     Additional paid-in capital                                       7,528,850
     Treasury stock, 100,000 shares                                     (30,000)
     Accumulated deficit                                            (17,193,936)
                                                                 ---------------

                    Total Stockholders' deficit                      (7,370,899)
                                                                 ---------------

                                                                 $    1,668,080
                                                                 ===============

     See accompanying notes to consolidated condensed financial statements.


                                       3
<PAGE>

                              PARK CITY GROUP, INC.
           Consolidated Condensed Statements of Operations (Unaudited)
             For the Three Months Ended September 30, 2003 and 2002



                                                    September 30,  September 30,
                                                        2003           2002
                                                    -------------  -------------

Revenues:
         Software licenses                          $     534,388  $    872,117
         Maintenance and support                          528,478       464,000
         Consulting and other                             137,764       102,679
                                                    -------------  -------------

             Total revenues                             1,200,630     1,438,796

Cost of revenues                                          413,662        82,407
                                                    -------------  -------------

             Gross margin                                 786,968     1,356,389

Operating expenses:
         Research and development                         406,709       119,564
         Sales and marketing                              214,327       380,421
         General and administrative                       449,472       570,564
                                                    -------------  -------------


             Total operating expenses                   1,070,508     1,070,549
                                                    -------------  -------------

               (Loss) income from operations             (283,540)      285,840
                                                    -------------  -------------

         Interest expense                                (427,473)     (364,606)
                                                    -------------  -------------


                Loss before income taxes                 (711,013)      (78,766)
                                                    -------------  -------------

Income tax (expense) benefit
         Current                                                -              -
         Deferred                                               -              -
                                                    -------------  -------------

             Net loss                               $    (711,013) $    (78,766)
                                                    -------------  -------------


Weighted average shares, basic and diluted            219,724,000    176,343,000
                                                    -------------  -------------
Basic and diluted loss per share                    $       (0.00) $      (0.00)
                                                    -------------  -------------

     See accompanying notes to consolidated condensed financial statements.


                                       4
<PAGE>
                              PARK CITY GROUP, INC.
           Consolidated Condensed Statements of Cash Flows (Unaudited)
             For the Three Months Ended September 30, 2003 and 2002


                                                      September     September
                                                       30,2003       30, 2002

Cash Flows From Operating Activities:
  Net loss                                          $    (711,013) $    (78,766)
  Adjustments to reconcile net loss to net
   cash provided by (used in)
   operating activities:
      Depreciation and amortization                        83,762        27,290
      Bad debt expense                                          -        17,909
      Stock issued for services and expenses              133,435       205,417
      Amortization of interest discount on debt             7,049        13,028
      Amortization of warrant and other discount
       on debt                                            152,800        59,241
      Decrease (increase) in:
               Trade receivables                          328,796      (145,167)
               Prepaid and other assets                     9,645       (16,535)
      Increase (decrease) in:
               Accounts payable                           237,210       299,923
               Accrued liabilities                       (124,053)       98,521
               Related party payable                            -      (100,000)
               Deferred revenue                          (281,043)     (567,651)
               Advances payable                          (175,000)            -
               Accrued interest, related party             32,513       209,328
                                                    -------------  -------------

                    Net cash provided by (used in)
                    operating activities                 (305,899)       22,538
                                                    -------------  -------------

Cash Flows From Investing Activities:
  Purchase of property and equipment                       (3,424)            -
  Capitalization of software costs                              -      (470,294)
                                                    -------------  -------------


                    Net cash used in investing
                    activities                             (3,424)     (470,294)
                                                    -------------  -------------

Cash Flows From Financing Activities:
  Net (decrease) increase in line of credit               252,000       (62,500)
  Payments on notes payable and capital leases             (6,302)     (134,236)
  Proceeds from issuance of bridge loans                        -       535,001
                                                    -------------  -------------

                    Net cash provided by financing
                    activities                            245,698       338,265
                                                    -------------  -------------

                    Net decrease in cash                  (63,625)     (109,491)
Cash at beginning of period                                69,305       140,972
                                                    -------------  -------------

Cash at end of period                               $       5,680  $     31,481
                                                    =============  =============


     See accompanying notes to consolidated condensed financial statements.


                                       5
<PAGE>

                              PARK CITY GROUP, INC.
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                               September 30, 2003

Note 1.   Unaudited Financial Statements
- ----------------------------------------
The accompanying unaudited financial statements have been prepared in accordance
with U.S.  generally  accepted  accounting  principles  for quarterly  financial
statements,  and include all adjustments of a normal recurring nature,  which in
the  opinion  of  management  are  necessary  in  order  to make  the  financial
statements not misleading. Although the Company believes that the disclosures in
these  unaudited  financial  statements  are  adequate  to make the  information
presented  for the  interim  periods not  misleading,  certain  information  and
footnote  information  normally  included in  financial  statements  prepared in
accordance  with  U.S.  generally  accepted  accounting   principles  have  been
condensed or omitted pursuant to the rules and regulations of the Securities and
Exchange   Commission,   and  these  financial  statements  should  be  read  in
conjunction with the Company's audited annual financial  statements  included in
the Company's June 30, 2003 Annual Report on Form 10-KSB.

Note 2.  Going Concern
- ----------------------
The accompanying  consolidated condensed financial statements have been prepared
under the  assumption  that the Company will continue as a going  concern.  Such
assumption  contemplates  the  realization  of assets  and the  satisfaction  of
liabilities  in the  normal  course of  business.  As shown in the  consolidated
condensed  financial  statements,  the Company  incurred a loss and used cash in
operating  activities  for the quarter  ended  September 30, 2003 and incurred a
loss for the year ended June 30, 2003. The Company has a working capital deficit
at September 30, 2003. The consolidated  condensed  financial  statements do not
include any adjustments  that might be necessary should the Company be unable to
continue as a going concern.

The Company's  continuation  as a going concern is dependent upon its ability to
generate  sufficient  cash flow to meet its  obligations  on a timely basis,  to
obtain  additional  financing  as may be  required,  and  ultimately  to  attain
profitability.  Potential sources of cash include new sales contracts,  external
debt,  the sale of new shares of Company  stock or  alternative  methods such as
mergers or sale  transactions.  No assurances  can be given,  however,  that the
Company  will be able to obtain  any of these  potential  sources  of cash.  The
Company currently requires additional cash to sustain existing operations and to
meet current obligations and ongoing capital requirements.

Note 3 - Stock-Based Compensation
- ---------------------------------
At September 30, 2003 and 2002,  the Company has issued stock options to certain
of its employees.  The Company  accounts for these options under the recognition
and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to
Employees,  and related  Interpretations.  No stock-based employee  compensation
cost is  reflected  in net loss,  as all options  granted had an exercise  price
equal to or greater than the market value of the underlying  common stock on the
date of grant. Had  compensation  cost for the Company's stock option plans been
determined  based on fair value  consistent with the provisions of SFAS No. 123,
Accounting  for  Stock-Based  Compensation,  the Company's net loss and loss per
share would have been increased to the pro forma amounts indicated below for the
quarter ended September 30, 2003 and 2002:
<TABLE>
<CAPTION>
                                                                                    Quarter Ended
                                                                       September 30, 2003    September 30, 2002

<S>                                                                          <C>                   <C>
Net loss available to common shareholders, as reported                       $ (711,013)           $  (78,766)

Deduct: Total stock-based employee compensation
  expense determined under fair value based method
  for all awards, net of related tax effects                                    (49,500)              (59,965)
                                                                   --------------------------------------------

Net loss - pro forma                                                         $ (760,513)           $ (138,731)
                                                                   --------------------------------------------

Loss per share:
  Basic and diluted - as reported                                             $   (0.00)            $   (0.00)
                                                                   --------------------------------------------
  Basic and diluted - pro forma                                               $   (0.00)            $   (0.00)
                                                                   --------------------------------------------
</TABLE>

                                       6
<PAGE>


Note 4 - Related Party Transactions
- -----------------------------------
In July 2003  Bridge  Note B was repaid  and  replaced  with a new  Bridge  Note
totaling  $868,334 at a stated  interest  rate of 18% and a due date of July 31,
2004.  The new Bridge Note C required an incentive  fee of  1,738,680  shares of
common stock to be issued to the note holders. The fair value of these shares is
$86,933 ($.05 per share),  which is being  amortized into interest  expense over
the term of Bridge Note C. During the quarter  ended  September  30, 2003 $7,903
was amortized into interest  expense.  The AW Fields  Acquisition  agreement and
agreements with certain directors allow for the further  anti-dilution  right to
the $.05 per share level, but they have waived their right for this transaction.
The remaining  Bridge Note B discounts of $7,049 and $87,477  resulting  from an
interest  discount and discount  associated with warrants issued,  respectively,
were  amortized  into  interest  expense in July 2003.  The Bridge Note  lenders
include an officer,  certain  directors  of the  Company  and a principal  of AW
Fields Acquisition.

Effective  September  1,  2003 the  Company  reached  agreement  with  Riverview
Financial  Corporation to combine the principal and accrued interest on the note
payable  into a new note,  to extend the due date of the note to July 31,  2004,
and to convert  $1,100,000  of the  principal  balance  into common  stock.  The
Company has issued 15,714,286 shares of common stock to effect this transaction.
The  balance  of the new note is  $3,296,406.  The note is  subordinated  to the
Bridge  Loan and no  payments  may be made until the Bride Loan is paid in full.
The interest  rate on the note remains at 12%, but until the Bridge Loan is paid
in full, interest may only be paid with additional shares of common stock at the
fair market price, but not less than $0.07 per share.

Note 5 - Supplemental Cash Flow Information
- -------------------------------------------
In  connection  with the note payable  funding from Whale  Investment,  Ltd. the
Company issued  warrants and issued shares of common stock as a finders fee. The
value of the warrants was recorded as a discount on the note  payable,  of which
$22,464 was amortized into interest  expense during the quarter ended  September
30, 2003.  The value of the shares  issued for the finders fee was recorded as a
prepaid expense,  of which $19,048 was amortized into expense during the quarter
ended September 30, 2003.

The fair value of the 857,143 shares issued in connection with the $345,000 note
payable funding from Riverview  obtained as a condition of the Whale Investment,
Ltd. funding was recorded as a discount on the note payable, of which $2,143 was
amortized into interest expense during the quarter ended September 30, 2003.

The fair value of the 7,000,000  shares issued in connection  with the extension
of the due date of the Riverview  note payable was recorded as a discount to the
note  payable,  of which $32,813 was  amortized to interest  expense  during the
quarter ended September 30, 2003.

In  September  2003 the  Company  settled a lawsuit  with Debra  Elenson  for an
additional  1,125,000  shares of common stock issued to the plaintiff  valued at
$56,250 and 525,000  warrants  valued at $26,250 and payment of the  plaintiff's
legal fees of $21,348.  The fair value of the shares and  warrants and the legal
fees were recorded as an accrued expense at June 30, 2003.

For the quarters ended  September 30, 2003 and 2002 the Company paid interest in
cash of $111,369 and $46,426, respectively. No cash was paid for income taxes.

Note 6 - Net Loss Per Common Share
- ----------------------------------
Basic net loss per common share ("Basic EPS") excludes  dilution and is computed
by dividing net loss by the weighted average number of common shares outstanding
during the period.  Diluted net loss per common share  ("Diluted  EPS") reflects
the potential  dilution that could occur if stock options or other  contracts to
issue  common  stock  were  exercised  or  converted  into  common  stock.   The
computation of Diluted EPS does not assume  exercise or conversion of securities
that would have an anti-dilutive effect on net loss per common share.

Options and  warrants to purchase  82,850,870  and  43,029,942  shares of common
stock as of September 30, 2003 and 2002, respectively,  were not included in the
computation  of  Diluted  EPS.  The  inclusion  of the  options  would have been
anti-dilutive, thereby decreasing net loss per common share.

Note 7 - Subsequent Event
- -------------------------
In October 2003 the Company issued  1,250,000  shares of common stock in payment
of an account payable of approximately $50,000.


                                       7
<PAGE>
Item 2.  Management's Discussion and Analysis or Plan of Operation.
Form 10-KSB for the year ended June 30, 2003 incorporated herein by reference.

Forward-Looking Statements
- --------------------------
This quarterly report on Form 10-QSB contains forward looking  statements within
the meaning of Section 27A of the  Securities Act of 1933 and Section 21E of the
Securities  Exchange Act of 1934. The words or phrases "would be," "will allow,"
"intends to," "will likely  result," "are  expected  to," "will  continue,"  "is
anticipated,"  "estimate,"  "project,"  or similar  expressions  are intended to
identify  "forward-looking   statements"  within  the  meaning  of  the  Private
Securities Litigation Reform Act of 1995. Actual results could differ materially
from those projected in the forward  looking  statements as a result of a number
of risks and uncertainties,  including those risks factors contained in our Form
10-KSB  annual  report  at June 30,  2003,  incorporated  herein  by  reference.
Statements made herein are as of the date of the filing of this Form 10-QSB with
the Securities  and Exchange  Commission and should not be relied upon as of any
subsequent  date.  Unless  otherwise  required  by  applicable  law,  we do  not
undertake,   and   specifically   disclaim   any   obligation,   to  update  any
forward-looking statements to reflect occurrences,  developments,  unanticipated
events or circumstances after the date of such statement.

Three Months Ended September 30, 2003 and 2002
- ----------------------------------------------
Total revenues were  $1,200,630 and $1,438,796 for the quarters ended  September
30, 2003 and 2002, respectively,  a 17% decrease. Software license revenues were
$534,388  and  $872,117  for the  quarters  ended  September  30, 2003 and 2002,
respectively,  a 39% decrease. License sales in 2003 included 47% and 33% to two
new customers,  respectively,  and 13% to an existing customer. In 2002, license
sales were made to two new customers, one of which was significantly larger than
recent  software  sales.  Maintenance  and support  revenues  were  $528,478 and
$464,000 for the quarters ended September 30, 2003 and 2002, respectively, a 14%
increase.  This increase is primarily  attributable to maintenance  contracts on
Fresh Market Manager software and increased  maintenance on additional locations
for an existing customer. Consulting and other revenue was $137,764 and $102,679
for the  quarters  ended  September  30,  2003  and  2002,  respectively,  a 34%
increase. This increase is primarily attributable to implementation services for
FMM customers.

Cost of revenues, as a percent of total revenues was 34% and 6% for the quarters
ended  September  30, 2003 and 2002,  respectively.  This  increase is primarily
attributable to the amortization of capitalized  software development costs over
four years beginning in October 2002, and the higher than  anticipated  costs of
implementation services for the initial FMM customers.

Research and  development  expenses  were $406,709 and $119,564 for the quarters
ended  September 30, 2003 and 2002  respectively,  a 240%  increase.  During the
quarter  ended  September  30,  2002  software   development  costs  were  being
capitalized.  With the release of the new software  products,  development costs
were no longer being  capitalized  in 2003 and were  included in expenses.  This
increased  expense  is  partially  offset by a  general  reduction  of  expenses
implemented in October 2002.

Sales and marketing  expenses were $214,327 and $380,421 for the quarters  ended
September  30, 2003 and 2002,  respectively,  a 44%  decrease.  This decrease is
primarily  attributable to a sales team  reorganization and related reduction in
sales personnel implemented in October 2002.

General and administrative  expenses were $449,472 and $570,564 for the quarters
ended September 30, 2003 and 2002,  respectively,  a 21% decrease. This decrease
is  primarily  attributable  to cost  control  measures  and expense  reductions
implemented in October 2002.

Liquidity and Capital Resources
- -------------------------------
The Company had a working  capital deficit at September 30, 2003 and incurred an
operating  loss and a net loss,  and used cash in operating  activities  for the
quarter then ended.

The Company reduced its overall monthly cash operating expenses by approximately
$90,000 in October 2002. In October 2003 the Company again reduced  monthly cash
operating expenses by another approximately $70,000. A combination of efforts to
judiciously monitor, control and, where appropriate, reduce ongoing expenses has
been adopted by the Company's management.  The marketing focus of the Company is
primarily on the  promotion  of Fresh Market  Manager  (FMM),  by parlaying  the
success of the most recent  licensees to drive sales  momentum in this  industry
segment (grocery), and taking advantage of the sales potential by increasing the
licensing of new  customers.  The sales cycle for FMM has proven to be extended,
with most customers  requiring several months from initial contact to licensing.
Therefore,  FMM  licensing  sales  have been lower  than  anticipated.  However,
demonstrations  of the  product  have  been  made  to a  significant  number  of
potential  customers,  and proposals are  outstanding to many of these potential
customers. Management believes that new license sales will increase as the sales
pipeline, although longer than anticipated, begins to yield additional revenue.

To date, the Company has financed its  operations  through  operating  revenues,
loans from directors, officers and stockholders, loans from the CEO and majority
shareholder,  and private  placements of equity  securities.  The Company may be

                                       8
<PAGE>

unable  to  raise  additional  equity  capital  until  it  achieves   profitable
operations  and refinances its debt.  Because  essentially  all of the Company's
assets are pledged to secure  existing  debt,  additional  debt financing may be
unavailable.  The  Company  anticipates  that it will meet its  working  capital
requirements primarily through increased revenue, while controlling and reducing
costs and expenses. However, no assurances can be given that the Company will be
able to meet  its  working  capital  requirements,  or that  its  revenues  will
increase.

Item 3 - Controls and Procedures
- --------------------------------

         (a) Evaluation of disclosure controls and procedures.

Randall K. Fields who serves as Park City Group's  chief  executive  officer and
Peter  Jensen who serves as Park City Group's  chief  financial  officer,  after
evaluating  the  effectiveness  of Park City  Group's  disclosure  controls  and
procedures  (as defined in Exchange  Act Rules  13a-15(e)  and  15d-15(e)  as of
September 30, 2003 (the  "Evaluation  Date") concluded that as of the Evaluation
Date,  Park City Group's  disclosure  controls and procedures  were adequate and
effective to ensure that  material  information  relating to Park City Group and
its consolidated subsidiaries would be made known to them by others within those
entities,  particularly  during the period in which  this  quarterly  report was
being prepared.

         (b) Changes in internal controls.

There were no significant  changes in Park City Group's internal  controls or in
other  factors  that could  significantly  affect Park City  Group's  disclosure
controls and procedures  subsequent to the Evaluation  Date, nor any significant
deficiencies or material  weaknesses in such disclosure  controls and procedures
requiring corrective actions. As a result, no corrective actions were taken.



                           Part II - OTHER INFORMATION

Item 1 - Legal Proceedings
- --------------------------
Debra Elenson vs.  Fields  Technologies,  and Randall K. Fields (Filed  -January
2002, in the Circuit Court of the 11th Judicial  Circuit in and for Dade County,
Florida):  The plaintiff alleges,  among other causes of actions, that a private
placement  memorandum  pursuant to which the plaintiff  had purchased  shares of
Fields  Technologies,  contained financial statements which were not prepared in
accordance with generally accepted accounting principles and the requirements of
SEC regulation S-X. The plaintiff alleges fraud, misrepresentation, unregistered
sales of  securities  and other  causes of  actions.  The lawsuit was settled in
September  2003 for an additional  1,125,000  shares of common stock and 525,000
warrants to be issued to the plaintiff and payment of plaintiff's  legal fees of
$21,348

Please reference 10-KSB for year ended 6/30/03 incorporated by reference.

Item 2 - Changes in Securities
- ------------------------------
         o    In  September  2003  the  Company  issued   1,125,000   shares  in
              settlement  of a  lawsuit  with  Debra  Elenson  arising  from the
              Reorganization with Amerinet.
         o    In September  2003 and in October 2003,  100,000  shares of common
              stock were issued in connection with the settlement of the Elenson
              lawsuit.
         o    In October  2003 the  Company  issued  1,738,680  shares of common
              stock in to certain directors, an officer and others in connection
              with the extension of the Bridge Loan notes payable.
         o    In October  2003 the  Company  issued  1,250,000  shares of common
              stock in settlement of a payable of approximately $50,000.



                                       9
<PAGE>

Item 6 - Exhibits and Reports on Form 8K (for the period 7/1/03 through 9/30/03)
- --------------------------------------------------------------------------------

On July 14, 2003,  the Company filed a Current  Report on Form 8-K dated July 2,
2003  disclosing  under Item 2 the  cancellation  of 6,283,529  shares of common
stock  pledged  under  Subscription  Agreements  from  three  shareholders.  The
Promissory Notes related to the Subscription Agreements were in default.

Exhibit 10        Material Contract - Employment Agreement of Randall K.
                  Fields, Chief Executive Officer, as amended effective July 1,
                  2003.

Exhibit 31.1      Certification of Chief Executive Officer Pursuant to Section
                  302 of the Sarbannes-Oxley Act of 2002.

Exhibit 31.2      Certification of Chief Financial Officer Pursuant to Section
                  302 of the Sarbannes-Oxley Act of 2002.

Exhibit 32.1      Certification Pursuant to 18 U.S.C. Section  1350,  as adopted
                  pursuant  to  Section  906 of the Sarbannes-Oxley Act of 2002.

Exhibit 32.2      Certification  Pursuant  to 18 U.S.C. Section 1350, as adopted
                  pursuant to Section  906 of the Sarbannes-Oxley Act of 2002.


                                       10
<PAGE>
                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

    Date:  November 13, 2003           PARK CITY GROUP, INC

                                       By /s/  Randall K. Fields
                                       -------------------------
                                       Randall K. Fields, President and Chief
                                       Executive Officer

    Date:  November 13, 2003           By /s/ Peter Jensen
                                       -------------------
                                       Peter Jensen,
                                       Secretary and Chief Financial Officer



                                       11

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>parkcitygroupexh10.txt
<TEXT>
                                   Exhibit 10
                                   ----------



                             EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT  ("Agreement") is entered into by and between
Park City Group,  Inc.,  a Nevada  corporation  (the  "Company")  and Randall K.
Fields ("Employee"), effective July 1, 2003.

                                    Recitals:

         A.       Employee is the  President  and Chief Executive Officer of the
                  Company.

         B.       This Agreement is made to protect the Company's legitimate and
                  legally protectible property and business interests.

         C.       This  Agreement  is entered into as  a term  and  condition of
                  Employee's employment with the Company.

         D.       This  Agreement  amends and  replaces that certain  Employment
                  Agreement between the parties hereto dated January 1, 2001.

                                   Agreements:

         NOW,  THEREFORE,  in consideration of the mutual covenants and promises
contained in, and the mutual benefits to be derived from this Agreement, and for
other  good and  valuable  consideration,  the  Company  and  Employee  agree as
follows:

         1.       Employment.

         The Company hereby employs  Employee,  and Employee hereby accepts such
employment, on the terms and conditions of this Agreement.

         2.       Term of the Employment.

         The employment of Employee by the Company will continue pursuant to the
terms of this  Agreement as of July 1, 2003 and end on the 30th day of June 2008
(the "Initial Term"),  unless sooner terminated  pursuant to the terms hereof or
extended at the sole discretion of the Company's Board of Directors. The Initial
Term and any subsequent terms will  automatically  renew for additional one year
periods  unless,  six months prior to the  expiration  of the then current term,
either party gives notice to the other that the Agreement  will not renew for an
additional  term. In the event of such written  notice being timely  provided by
the Company,  Employee shall not be required to perform any  responsibilities or
duties to the Company during the final two months of the then-existing  term. In
such event,  the Company will remain  obligated to Employee for all compensation
and other benefits set forth herein and in any written modifications hereto.

         3.       Duties.

              (a) General  Duties.  Employee  shall be employed as President and
         Chief  Executive  Officer of the  Company,  and shall have such duties,
         responsibilities  and  obligations as are  established by the Bylaws of
         the Company or are  generally  required of persons  employed in similar
         positions.  This shall include full executive powers of these positions
         over all operating and  financial  officers,  the authority to hire and
         fire officers and other  employees,  and to authorize  expenditures  of
         money  for  corporate  purposes,  subject  to the right of the Board of
         Directors to impose reasonable restrictions and requirements.

              (b)  Performance.  To the  best  of his  ability  and  experience,
         Employee  will at all times  loyally  and  conscientiously  perform all
         duties, and discharge all responsibilities and obligations, required of
         and from him pursuant to the express and implicit terms hereof,  and to
         the reasonable  satisfaction of the Company.  Employee shall devote his
         full time, energy,  skill and attention to the business of the Company,
         and the Company  shall be entitled to all of the  benefits  and profits
         arising  from or  incident  to all such work,  services,  and advice of
         Employee rendered to the Company.

                                       1
<PAGE>

              (c)  Company  Directorship.  Employee  shall  be  elected  to  the
         position  of  director  and  shall  serve  on the  Company's  Board  of
         Directors during his term of employment as Chairman.

              (d) Other  Directorships  and  Businesses.  During the term of his
         Employment,  Employee  may  serve  on the  boards  of  directors  or on
         advisory  boards  of  other  companies  or  engage  in  other  business
         relationships,  so long as such service does not  interfere or conflict
         with the  performance  of  Employee's  duties  hereunder,  and provided
         further that  Employee  will not serve on the boards of directors or on
         advisory  boards of  companies  which  are  direct  competitors  of the
         Company.

              (e) Outside  Activities.  Nothing in this Agreement shall prohibit
         Employee from directing his personal  investments or accepting speaking
         or  presentation   engagements  in  exchange  for  honoraria,  or  from
         rendering   services   to,  or  serving   on  boards   of,   charitable
         organizations,  so long as such activities do not interfere or conflict
         with the performance of Employee's duties hereunder.

         4.       Compensation and Benefits.

              (a)  Salary.  The  Company  shall pay to  Employee  an annual base
         salary of $350,000  ("Annual  Base  Salary").  The Annual Base  Salary,
         which shall be pro-rated  for any partial  employment  period,  will be
         payable in equal  semi-monthly  installments or at such other intervals
         as may be established  for the Company's  customary  payroll  schedule,
         less all applicable federal,  state and local income and employment tax
         withholdings required by law.

              (b) Company Vehicle. The Company shall provide the Employee with a
         company  vehicle.  The cost of such vehicle shall not exceed  $1,000.00
         per  month  plus   applicable   deposits  if  purchased  on  a  monthly
         installment  contract or leased  pursuant to an  operating  lease.  The
         Company shall also pay  reasonable  operating  costs of such vehicle to
         include insurance,  registration and taxes, maintenance, fuel and other
         related costs.

              (c) Other  Benefits.  The Company  acknowledges  that the Employee
         conducts a considerable  amount of business  activities from Employee's
         personal  residence.  Accordingly,  the Company  shall pay the costs of
         maintaining a telephone  line and system for business  use,  along with
         related costs, at the Employee's  residence.  In addition,  the Company
         shall also  provide the Employee  with a computer  and other  equipment
         deemed  necessary  for  the  Employee  to  conduct  necessary  business
         activities from Employee's personal residence.

              The  Company  also  acknowledges  that  the  Employee's  secretary
         performs limited personal accounting and other related services for the
         Employee. The Company hereby authorizes such activities so long as they
         do not interfere with Employee's  secretarial  services to the Company.
         Should  Employee  retain  someone else to perform  personal  accounting
         services, the Company shall bear the cost of such services.

                                       2
<PAGE>

              (d) Benefit and Stock Option Plans.  Employee shall be entitled to
         participate,  to the extent of Employee's eligibility,  in any employee
         benefit and stock  option  plans made  available  by the Company to its
         employees during the term of this Agreement. In addition, at no cost to
         Employee,  Company  will provide  Employee,  and his  immediate  family
         members living with him,  coverage under a health and dental  insurance
         plan during the term of Employee's employment.

              (e) Vacations,  Holidays,  etc. Employee shall have four (4) weeks
         paid  vacation  and twelve (12) days sick leave  during each year he is
         employed.

              (f)  Indemnification;  D&O Insurance.  The Company shall indemnify
         the  Employee to the fullest  extent of that which is  available  under
         Chapter 78 of the Nevada Revised Statutes, and shall provide director's
         and officer's  insurance with such coverages,  in such amounts and from
         such insurers as constitutes good practices by comparable  companies in
         the same business as the Company.  Such insurance shall provide defense
         and coverage  obligations  for any claim arising out of Employee's acts
         or omissions  committed  during the Initial Term or any subsequent term
         hereof, regardless of when such claims are asserted.

              (g) Incentive Bonus. An incentive bonus,  based upon the Company's
         achievement  of  performance  goals shall be paid to the Employee.  The
         goals will be pre-determined each year by the Compensation Committee of
         the Board of Directors in discussion with the Employee.

              (h) Travel and Business Expense  Reimbursement.  The Company shall
         promptly  reimburse  Employee  for  all of his  reasonable  travel  and
         business expenses.

              (i)  Life  Insurance.  The  Company  shall  maintain  a term  life
         insurance  policy in the name of the Employee for at least  $10,000,000
         with the  beneficiary  to be  designated  by the  Employee  at his sole
         discretion.

         5.       Proprietary Information.

              (a) Obligation. Employee shall not disclose, publish, disseminate,
         reproduce, summarize, distribute, make available or use any Proprietary
         Information, except in pursuance of Employee's duties, responsibilities
         and  obligations  under  this  Agreement  and  for the  benefit  of the
         Company.

              (b)   Definition.   As  used  in  this   Agreement,   "Proprietary
         Information"    means   information   that   is   (i)   designated   as
         "confidential,"  "proprietary"  or both by the  Company or should  have
         been known to be  "confidential"  or  "proprietary" to the Company from
         the nature of the information or the  circumstances  of its disclosure,
         and (ii) has  economic  value or affords  commercial  advantage  to the
         Company because it is not generally known or readily  ascertainable  by
         proper  means by other  persons.  By way of  illustration,  Proprietary
         Information  includes but is not limited to information relating to the
         Company's products,  services, business operations,  business plans and
         financial affairs, and customers; any application,  utility, algorithm,
         formula,  pattern,  compilation,  program,  device, method,  technique,
         process,  idea,  concept,  know-how,  flow  chart,  drawing,  standard,
         specification, or invention; and any tangible embodiment of Proprietary
         Information that may be provided to or generated by Employee.

                                       3
<PAGE>

              (c)  Return  upon  Termination.   Upon  the  termination  of  this
         Agreement for any reason, and at any time prior thereto upon request by
         the  Company,  Employee  shall  return  to  the  Company  all  tangible
         embodiments of any  Proprietary  Information in Employee's  possession,
         including but not limited to, originals, copies, reproductions,  notes,
         memoranda, abstracts, and summaries.

              (d) Ownership.  Any Proprietary Information developed or conceived
         by Employee  during the term of this Agreement  shall be and remain the
         sole property of the Company.  Employee  agrees promptly to communicate
         and disclose  all such  Proprietary  Information  to the Company and to
         execute and deliver to the Company any instruments  deemed necessary by
         the  Company  to  perfect  the  Company's  rights  in such  Proprietary
         Information.

         6.       Termination of Employment.

              (a) Additional  Definitions.  For purposes of this Agreement,  the
         following terms shall have the meanings assigned below:

                     (i) "Cause" means (A) conviction of a crime involving moral
              turpitude, or (B) a determination by the Board of Directors of the
              Company   in  good  faith   that   Employee   [1]  has  failed  to
              substantially perform his duties in his then current position, [2]
              has engaged in grossly negligent, dishonest or unethical activity,
              or [3] has  breached a  fiduciary  duty or a  covenant  hereunder,
              including  without  limitation  the  unauthorized   disclosure  of
              Company trade secrets or  confidential  information,  resulting in
              material loss or damage to the Company.

                     (ii) "Change in Control of the  Company"  means a change in
              control  of a nature  that would be  required  to be  reported  in
              response  to  Item  6(e)  of  Schedule  14A  of   Regulation   14A
              promulgated  under  the  Securities  Exchange  Act  of  1934  (the
              "Exchange  Act"),  if the Company were  subject to such  reporting
              requirements;  provided that, without limitation, such a change in
              control  shall be deemed to have occurred if any "person" (as such
              term is used in paragraph 13(d) and 14(d) of the Exchange Act) who
              on the date hereof is not a director or officer of the Company, is
              or becomes the "beneficial  owner" (as defined in Rule 13d-3 under
              the Exchange Act),  directly or  indirectly,  of securities of the
              Company  representing  30% or more of the combined voting power of
              the Company's then outstanding securities.

                     (iii)   "Determination   Date"  means  (A)  if   Employee's
              employment is terminated by his death,  the date of his death, (B)
              if Employee's  employment  is terminated by reason of  Disability,
              thirty (30) days after Notice of  Termination  is given,  provided
              that Employee  shall not have returned to the  performance  of his
              duties  during  such thirty  (30) day  period,  (C) if  Employee's
              employment  is  terminated by reason of a Change in Control of the
              Company,  the date specified in the Notice of  Termination,  (D if
              Employee's  employment  is  terminated  for  Cause  by  reason  of
              conviction of a crime involving moral turpitude, the date on which
              a Notice of Termination is given, or (E) if Employee's  employment
              is terminated  for Cause for a reason other than specified in (D),
              thirty (30) days after Notice of  Termination  is given,  provided
              that  Employee  shall not have  cured the  reason  for such  Cause
              during such thirty (30) day period.

                     (iv) "Disability" means (A) Employee's inability, by reason
              of  physical  or  mental  illness  or  other  cause,   to  perform
              Employee's  duties  hereunder on a full-time basis for a period of
              twenty-six (26) consecutive weeks, or (B) in the discretion of the
              Board of  Directors,  as such term is  defined  in any  disability
              insurance  policy  in  effect at the  Company  during  the time in
              question.

                                       4
<PAGE>

                     (v) "Good  Reason" means a failure by the Company to comply
              with any material  provision of this Agreement  which has not been
              cured within ten (10) days after notice of such  noncompliance has
              been given by Employee to the Company.

                     (vi)  "Notice of  Termination"  means a notice  which shall
              indicate the  specific  termination  provision  in this  Agreement
              relied upon and shall set forth in reasonable detail the facts and
              circumstances claimed to provide a basis for termination under the
              provision so indicated.  Any termination of Employee's  employment
              by the Company or by Employee (other than termination  pursuant to
              subsection 6(b) hereof) shall be communicated by written Notice of
              Termination to the other party hereto.

              (b)  Termination  on  Employee's  Death.   Employee's   employment
         hereunder shall terminate upon Employee's death. Upon such termination,
         Employee's  representative  or estate shall be entitled to receive only
         the  compensation,  benefits  and  reimbursement  earned or  accrued by
         Employee under the terms of his employment  prior to the  Determination
         Date, but shall not be entitled to any further compensation,  benefits,
         or reimbursement subsequent to such date.

              (c)   Termination  By  The  Company  for  Employee's   Disability.
         Employee's  employment  hereunder may be terminated  without  breach of
         this  Agreement  upon  Employee's  Disability,  upon written  Notice of
         Termination  from the Company to  Employee  and  Employee's  failure to
         return  to the  performance  of  his  duties  as  provided  in  Section
         6(a)(iii)(B)   hereof.   Employee  shall  receive  full   compensation,
         benefits,  and  reimbursement of expenses  pursuant to the terms of his
         employment from the date Disability begins until the Determination Date
         specified in the Notice of  Termination  given under this  section,  or
         until  Employee  begins to receive  disability  benefits  pursuant to a
         Company disability insurance policy, whichever occurs first.

              (d)  Termination By The Company For Cause.  Employee's  employment
         hereunder may be terminated without breach of this Agreement for Cause,
         upon  written  Notice of  Termination  from the Company to Employee and
         Employee's   failure  to  cure  such  Cause  as   provided  in  Section
         6(a)(iii)(E) hereof. If Employee's  employment is terminated for Cause,
         the Company  shall pay  Employee  his full  Annual Base Salary  accrued
         through the  Determination  Date, and the Company shall have no further
         obligation to Employee under this Agreement for other  compensation  or
         benefits accrued but unpaid prior to the Determination Date.

              (e)  Termination  On Change of Control of the Company.  Employee's
         employment hereunder may be terminated without breach of this Agreement
         at any time within twelve  months  following a Change in Control of the
         Company at the election of the Employee.  If the Employee's  employment
         pursuant to this Section 6(e) is terminated, Employee shall be entitled
         to receive  the  compensation,  benefits  and  reimbursement  earned or
         accrued  by  Employee  under the terms of his  employment  prior to the
         Determination  Date,   including  any  incentive  bonus.  In  addition,
         Employee shall receive as a severance payment the balance of Employee's
         compensation  through  the  end  of  the  then  current  term  of  this
         Agreement.  Also, upon  Employee's  termination in connection with this
         Section  6(e),  Employee  shall be entitled to an annual  bonus for the
         remaining  period of this  contract  equal to the bonus due to Employee
         for  the  immediately  preceding  fiscal  year.  Employee's  employment
         hereunder may not be  terminated  by the Company  following a Change in
         Control of the Company without it being a breach of this Agreement.

                                       5
<PAGE>

              (f) Termination by Employee. Employee may terminate his employment
         hereunder for Good Reason or if his health should become impaired to an
         extent that makes his  continued  performance  of his duties  hereunder
         hazardous to his physical or mental  health or his life,  provided that
         Employee shall have furnished the Company with a written statement from
         a qualified doctor to such effect and, provided  further,  that, at the
         Company's request,  Employee shall submit to an examination by a doctor
         selected by the Company and such  doctor  shall have  concurred  in the
         conclusion  of  Employee's  doctor.  If Employee  shall  terminate  his
         employment pursuant to this Section 6(f), Employee shall be entitled to
         receive the following:

                     (i) the compensation,  benefits and reimbursement earned or
              accrued by Employee under the terms of his employment prior to the
              Determination Date, including any incentive bonus,

                     (ii) if Employee  shall  terminate his  employment for Good
              Reason  consisting  of  the  Company's  material  breach  of  this
              Agreement,  severance,  including bonuses, as defined in Section 6
              (e) shall be due and payable to Employee.

         7.       Miscellaneous.

              (a)  Severability.  If any provision of this Agreement is found to
         be  unenforceable by a court of competent  jurisdiction,  the remaining
         provisions shall nevertheless remain in full force and effect.

              (b)  Notices.  Any notice  required or  permitted  hereunder to be
         given by  either  party  shall be in  writing  and  shall be  delivered
         personally or sent by certified or registered mail, postage prepaid, or
         by private  courier,  or by  facsimile  or telegram to the party to the
         address the party may designate  from time to time. A notice  delivered
         personally shall be effective upon receipt.  A notice sent by facsimile
         or telegram shall be effective 24 hours after the dispatch  thereof.  A
         notice  delivered by mail or by private  courier  shall be effective on
         the 3rd day after the day of mailing.

              (c)  Attorney's  Fees. In the event of any action at law or equity
         to enforce or interpret  the terms of this  Agreement,  the  prevailing
         party shall be entitled to reasonable  attorneys'  fees and court costs
         in addition to any other relief to which such party may be entitled.

              (d) Governing Law. This Agreement shall be interpreted, construed,
         governed  and enforced  according to the laws of the State of Utah.  If
         any  provision of this  Agreement is determined by a court of law to be
         illegal or  unenforceable,  then such provision will be enforced to the
         maximum extent  possible and the other  provisions  will remain in full
         force and effect.

              (e)  Successors  and Assigns.  The rights and  obligations  of the
         Company under this Agreement shall inure to the benefit of and shall be
         binding upon the successors and assigns of the Company.  This Agreement
         is for the unique personal services of Employee, and Employee shall not
         be entitled to assign any of his rights or obligations hereunder.

              (f)  Entire  Agreement.  This  Agreement  constitutes  the  entire
         agreement  between  the  parties  with  respect  to the  employment  of
         Employee.  This  Agreement can be amended or modified only in a writing
         signed by Employee and an authorized representative of the Company.

              (g) Signature by Facsimile and Counterpart.  This Agreement may be
         executed in  counterpart,  and facsimile  signatures are acceptable and
         binding on the parties hereto.

                                       6
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and signed as of the day and year first above written.


"Company"                                               "Employee"

PARK CITY GROUP, INC., a Delaware corporation


By:   /s/ Peter Jensen                                  /s/ Randall K. Fields
- ----------------------                                  ---------------------
Name:   Peter Jensen                                    Name:  Randall K. Fields
Title:  CFO



                                       7
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>4
<FILENAME>parkcitygroupexh311.txt
<TEXT>
                                  Exhibit 31.1
                                  ------------

                      Park City Group, Inc. & Subsidiaries
          Certification Of Chief Executive And Chief Financial Officer
            Pursuant To Section 302 Of The Sarbanes-Oxley Act Of 2002


I, Randall K. Fields, certify that:

1.     I have reviewed this quarterly report on Form 10-QSB for the period ended
       September 30, 2003 of Park City Group, Inc.;

2.     Based on my knowledge, this report does not contain any untrue statement
       of a material fact or omit to state a material fact necessary to make the
       statements made, in light of the circumstances under which such
       statements were made, not misleading with respect to the periods
       presented in this report;

3.     Based on my knowledge, the financial statements, and other financial
       information included in this report, fairly present in all material
       respects the financial condition, results of operations and cash flows of
       the registrant as of, and for, the periods presented in this report;

4.     I am responsible for establishing and maintaining disclosure controls and
       procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for
       the registrant and have:

         a.   Designed such disclosure controls and procedures, or caused such
              disclosure controls and procedures to be designed under my
              supervision, to ensure that material information relating to the
              registrant, including its consolidated subsidiaries, is made known
              to us by others within those entities, particularly during the
              period in which this report is being prepared;

         b.   Evaluated the effectiveness of the registrant's disclosure
              controls and procedures and presented in this report our
              conclusions about the effectiveness of the disclosure controls and
              procedures, as of the end of the period covered by this report
              based on such evaluation; and

         c.   Disclosed in this report any change in the registrant's internal
              control over financial reporting that occurred during the
              registrant's most recent fiscal quarter that has materially
              affected, or is reasonably likely to materially affect, the
              registrant's internal control over financial reporting.

5.     I have disclosed, based on our most recent evaluation of internal control
       over financial reporting, to the registrant's auditors and the audit
       committee of registrant's board of directors (or persons performing the
       equivalent functions):

         a.   All significant deficiencies and material weaknesses in the design
              or operation of internal controls which are reasonably likely to
              adversely affect the registrant's ability to record, process,
              summarize and report financial information; and

         b.   Any fraud, whether or not material, that involves management or
              other employees who have a significant role in the registrant's
              internal control over financial reporting.


Date:    November 13, 2003


/s/ Randall K. Fields
- ---------------------
Randall K. Fields
Chief Executive Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>5
<FILENAME>parkcitygroupexh312.txt
<TEXT>
                                  Exhibit 31.2
                                  ------------


                      Park City Group, Inc. & Subsidiaries
          Certification Of Chief Executive And Chief Financial Officer
            Pursuant To Section 302 Of The Sarbanes-Oxley Act Of 2002

I, Peter Jensen, certify that:

1.     I have reviewed this quarterly report on Form 10-QSB for the period ended
       September 30, 2003 of Park City Group, Inc.;

2.     Based on my knowledge, this report does not contain any untrue statement
       of a material fact or omit to state a material fact necessary to make the
       statements made, in light of the circumstances under which such
       statements were made, not misleading with respect to the periods
       presented in this report;

3.     Based on my knowledge, the financial statements, and other financial
       information included in this report, fairly present in all material
       respects the financial condition, results of operations and cash flows of
       the registrant as of, and for, the periods presented in this report;

4.     I am responsible for establishing and maintaining disclosure controls and
       procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for
       the registrant and have:

         a.   Designed such disclosure controls and procedures, or caused such
              disclosure controls and procedures to be designed under my
              supervision, to ensure that material information relating to the
              registrant, including its consolidated subsidiaries, is made known
              to us by others within those entities, particularly during the
              period in which this report is being prepared;

         b.   Evaluated the effectiveness of the registrant's disclosure
              controls and procedures and presented in this report our
              conclusions about the effectiveness of the disclosure controls and
              procedures, as of the end of the period covered by this report
              based on such evaluation; and

         c.   Disclosed in this report any change in the registrant's internal
              control over financial reporting that occurred during the
              registrant's most recent fiscal quarter that has materially
              affected, or is reasonably likely to materially affect, the
              registrant's internal control over financial reporting.

5.     I have disclosed, based on our most recent evaluation of internal control
       over financial reporting, to the registrant's auditors and the audit
       committee of registrant's board of directors (or persons performing the
       equivalent functions):

         a.   All significant deficiencies and material weaknesses in the design
              or operation of internal controls which are reasonably likely to
              adversely affect the registrant's ability to record, process,
              summarize and report financial information; and

         b.   Any fraud, whether or not material, that involves management or
              other employees who have a significant role in the registrant's
              internal control over financial reporting.


Date:    November 13, 2003


/s/ Peter Jensen
- ----------------
Peter Jensen
Chief Financial Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>6
<FILENAME>parkcitygroupexh321.txt
<TEXT>
                                  Exhibit 32.1
                                  ------------


                      Park City Group, Inc. & Subsidiaries
                            Certification Pursuant To
                 18 U.S.C. Section 1350, As Adopted Pursuant To
                  Section 906 Of The Sarbanes-Oxley Act Of 2002

In connection with the quarterly report of Park City Group, Inc. (the "Company")
on form  10-QSB for the  quarter  ending  September  30,  2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Randall
K. Fields, Chief Executive Officer, certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

         (1)  The Report fully complies with the  requirements  of section 13(a)
              or 15(d) of the Securities Exchange Act of 1934; and

         (2)  The information  contained in the Report fairly  presents,  in all
              material   respects,   the  financial   condition  and  result  of
              operations of the Company.

Dated:   November 13, 2003


/s/ Randall K. Fields
- ---------------------
Randall K. Fields
President and Chief Executive Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>7
<FILENAME>parkcitygroupexh322.txt
<TEXT>
                                  Exhibit 32.2
                                  ------------


                      Park City Group, Inc. & Subsidiaries
                            Certification Pursuant To
                 18 U.S.C. Section 1350, As Adopted Pursuant To
                  Section 906 Of The Sarbanes-Oxley Act Of 2002

In connection with the quarterly Report of Park City Group, Inc. (the "Company")
on form  10-QSB for the  quarter  ending  September  30,  2003 as filed with the
Securities and Exchange  Commission on the date hereof (the "Report"),  I, Peter
Jensen, Chief Financial Officer of the Company,  certify,  pursuant to 18 U.S.C.
Section 1350, as adopted  pursuant to section 906 of the  Sarbanes-Oxley  Act of
2002, that:

         (1)  The Report fully complies with the  requirements  of section 13(a)
              or 15(d) of the Securities Exchange Act of 1934; and

         (2)  The information  contained in the Report fairly  presents,  in all
              material   respects,   the  financial   condition  and  result  of
              operations of the Company.

Dated:   November 13, 2003


/s/ Peter Jensen
- ----------------
Peter Jensen
Chief Financial Officer


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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