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Via Federal Express and EDGAR

November 22, 2006

Mail Stop 6010

Mark P. Shuman
Branch Chief-Legal
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

         Re:      Park City Group, Inc.
                  Registration Statement on Form SB-2/A
                  SEC File Number 333-136254

                  Forms 10-KSB/A for the years ended June 30, 2005 and 2006
                  Forms 10-QSB/A for the quarters ended September 30, and
                  December 31, 2005 and March 31, 2006 File No. 0-03718

Dear Mr. Shuman:


                                    Form SB-2

Risk Factors, page 4

COMMENT 1.

         "It appears that the bulk of the increase in revenue that you reported
for the year ended June 30, 2006, was attributable to sales to a new customer.
For example, on page 15 you refer to $3 million of license revenue from a new
customer. Please expand the risk factor captioned `Our business is currently
dependent upon a limited customer base' to provide specific, quantitative
information concerning the nature and extent of your reliance upon this new
customer. Tell us whether you have a written agreement with this new, principal
customer. If you have entered into a written agreement with the principal
customer, it appears that you may be materially dependant upon that agreement.
If so, please file the agreement. See paragraph (b)(10)(i)(B) of Item 601 of
Regulation S-B."

RESPONSE

         As noted in our revisions to the risk factors, our business is
dependent upon a limited number of customers that generally do not make future
purchases at the same level as the initial year. The sales increase in fiscal
year ended June 30, 2006 attributed to the new customer was one of these types
of situations. The Company does not anticipate additional significant license

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Mark P. Shuman
Branch Chief-Legal
November 22, 2006
Page 2
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revenue will be received from this customer. The Company previously filed a Form
8-K regarding this transaction with a copy of the Agreement attached. Inasmuch
as this was a typical significant transaction with respect to licensing of the
Supply Chain Profit Link platform, and has been disclosed, and a copy of the
agreement is available, we did not believe the Agreement was necessary to be
included in the Exhibit List.

         The risk factor on page 8 "Our business is currently dependent upon a
limited customer base; should we lose any of these customer accounts, our
revenues will be negatively impacted." has been revised for clarification.

Selling Security Holders, page 34

COMMENT 2.

         "In footnote 4 on page 38 you state that that [sic] none of the selling
shareholders have been involved in any material transactions with Park City
Group or had any material relationship with Park City Group during the past
three years. However, during the three year period there were a number of
transactions involving Riverview Financial Corp. and the control person of
Riverview, as discussed on page 32. Please revise accordingly. Additionally,
more specifically describe the affiliation between Riverview and Park City's
chief executive officer."

RESPONSE

         In our previous filing, footnote 4 indicated that none of the selling
stockholders who had a footnote 4 next to their name (that does not include all
selling stockholders) had no material transactions with Park City Group or any
material relationship with Park City Group during the last three years.
Riverview Financial Corp did no in the previous filing, and does not in this
filing, have a footnote 4 next to its name. Accordingly, footnote 4 did not, and
does not, apply to Riverview Financial Corp. Nonetheless, we have revised
footnote 4 for clarification in Amendment No. 2 to the Form SB-2.

COMMENT 3.

         "In footnote 3 you appear to state that the total of the 1,439,925
shares offered by Riverview Financial Corp., were acquired from the initial sale
of Park City Group, Inc. to Amerinetgroup.com. You then refer to unspecified
additional shares acquired by Riverview Financial that are offered by it. Please
revise to reconcile the apparent inconsistency."

RESPONSE

         Footnote 3 has been revised for clarification in response to your
comment letter.

<PAGE>
Mark P. Shuman
Branch Chief-Legal
November 22, 2006
Page 3
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Part II - Item 26. Recent Sales of Unregistered Securities, page II-1

COMMENT 4.

         "In referring to several unregistered issuances, you state that the
shares, options or other securities were issued to unspecified numbers of
unidentified employees. Please revise these references to state the number of
employees who received the securities in each instance. Indicate the exemption
from registration relied upon in issuing these securities to employees. With
respect to any unaccredited employees receiving unregistered securities,
concisely describe the information provided to the employees in connection with
the investment, and discuss whether the employee had access to the information a
registration statement would have provided. As noted previously, in the last
paragraph of this section you refer to Section 4(s) (sic) of the Securities Act
of 1933. Please revise this reference, as requested previously. With respect to
the issuances you believe did not involve a public offering, expand to describe
steps taken to prevent public distribution of the unregistered securities."

RESPONSE

         Item 26 has been revised. The previously filed Item 26 erroneously
included shares issued to employees under registered transactions. Such
securities issued to these employees were issued pursuant to compensation plans
that had been registered on Form S-8.

         We have revised the last paragraph of Item 26 to properly reflect that
the exemption from Registration relied on was 4(2) and to expand disclosure as
to what other steps were taken to prevent a public distribution of unregistered
securities.

Part II - Item 27. Exhibits, page II-6

COMMENT 5.

         "The opinion of Cohne, Rappaport & Segal, filed as Exhibit 5.1 should
indicate clearly which securities have been legally issued and are fully paid
and non-assessable. Also, identify the securities that have not yet been issued
and more specifically describe the steps not yet taken that when taken will
result in the legal issuance of fully paid, non-assessable securities. For
example, if this conclusion rests on the assumption that warrants are exercised
in accordance with their terms and that the underlying shares will be issued in
accordance with the terms of the warrant agreements, please so state."

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Mark P. Shuman
Branch Chief-Legal
November 22, 2006
Page 4
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RESPONSE

         A revised legal opinion is attached as an Exhibit to the registration
statement.

Form 10-KSB/A for the year ended June 30, 2005

Item 8A Controls and Procedures, page 17

COMMENT 6.

         "Please refer to comment 17 of our letter dated September 1, 2006.
Neither the paragraph you added to Item 8A, nor you response letter, thoroughly
addresses the prior comment. Accordingly, we reissue the comment. Among other
matters, we are unable to locate your discussion of the consideration, if any,
that the CEO and CFO gave to the deficiencies you perceive in your tracking
system for property, plant and equipment in reaching their conclusion that the
disclosure controls and procedures were effective."

RESPONSE

         The CFO and CEO determined that a significant deficiency exists with
respect to the property, plant and equipment that was acquired pre-1999. As a
result of an internal review and comparison of physical on-hand computer
equipment and the equipment reported in the database asset system, the CFO and
CEO determined that we may not be able to adequately identify specific asset
costs and related accumulated depreciation amounts when pre-1999 assets are
abandoned or disposed of. However, based on our current review of those assets
we believe substantially all of them would be fully depreciated so that any
differences would merely be a reclassification of amounts recorded on the
balance sheet and would have no significant impact on the other financial
statements.

         Consequently the CFO and CEO believe this deficiency does not cause
them to be unable to give a representation that the Company's controls are
adequate or that there have been changes to those controls. Management is
implementing a new computer system they believe will be operational during
December 2006 that will resolve the deficiency and will be reported in the
second quarter 10QSB provided they are able to resolve the issue. .

COMMENT 7.

         "In the amended Form 10-KSB for fiscal 2005, you disclosed that
management concluded that it was necessary to invest in "a more formal fixed
asset tracking program" to record the aging of your property, plant and
equipment. In your response letter, please explain why the deficiency n the
asset tracking system you identified only presents a risk of material errors
with respect to properties acquired prior to 1999."

<PAGE>
Mark P. Shuman
Branch Chief-Legal
November 22, 2006
Page 5
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RESPONSE

         See response to comment 6 above.

Forms 10-QSB/A for the periods ended September 30, 2005, December 31, 2005, and
March 31, 2006

COMMENT 8.

         "Although you conclude in the 2005 Form 10-KSB/A that it is necessary
to invest in a new system to track your property and record its aging, the Forms
10-QSB/A for the three quarters of fiscal 2006 and the Form 10-KSB for June 30,
2006 all state that there have been no changes in the company's internal control
over financial reporting that are likely to materially affect the Company's
internal control over financial reporting. In your response letter, please tell
us the status of your plans to select and invest in the `more formal fixed asset
tracking program.'"

RESPONSE

         As stated in response to Comment 6, the Company has limited resources,
but has allocated the resources necessary to complete the changes discussed in
Comment 6 during the current quarter ending December 31, 2006.


Conclusion

         We believe we have fully responded to each of the comments contained in
your letter dated November 9, 2006. If you have any questions, please contact
me.

                                                  Sincerely,

                                                  COHNE, RAPPAPORT & SEGAL

                                                  /s/ A. O. Headman, Jr.
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