8-K

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

          Date of Report (Date of earliest event reported) May 21, 2003

                             PARK CITY GROUP, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its chapter)

            NEVADA                                              37-1454128
- ----------------------------          -------------        --------------------
(State or other jurisdiction           (Commission             (IRS Employer
      of incorporation)                File Number)         Identification No.)

            333 Main Street #300
              Park City, UT 84060                             84060
         -----------------------------                     -----------
         (Principal executive offices)                      (Zip Code)


       Registrant's telephone number, including area code (435) 649-2221

                                      N/A
           -----------------------------------------------------------
          (Former name or former address, if changed since last report)



                    INFORMATION TO BE INCLUDED IN THE REPORT


Item 1.  Changes in Control of Registrant.

         N/A

Item 2.  Acquisition or Disposition of Assets.

         N/A

Item 3.  Bankruptcy or Receivership.

         N/A

Item 4.  Changes in Registrant's Certifying Accountant.

         N/A

Item 5.  Other Events and Regulation FD Disclosure.

         N/A

Item 6.  Resignations of Registrant's Directors.

         N/A

Item 7.  Financial Statements and Exhibits.

         99.01    Press release dated May 20, 2003 announcing 3rd quarter 2003
                  earnings for Park City Group, Inc.

         10Q for period ending March 31, 2003, by reference

Item 8.  Change in Fiscal Year.
         N/A

Item 9.  Regulation FD Disclosure.

         On May 20, 2003, Park City Group, Inc. issued a press release
         announcing its operating and financial results for the quarter ended
         March 31, 2003. A copy of the press release is attached hereto as
         Exhibit 99.01 and is incorporated herein in its entirety by reference
         into this Item 9. The information furnished in this Item 9 (which is
         being furnished under Item 12) shall not be deemed "filed" for purposes
         of Section 18 of the Securities Exchange Act of 1934, as amended, or
         otherwise subject to the liabilities of that section, nor shall such
         information be deemed incorporated by reference in any filing under the
         Securities Act of 1933, as amended, except as shall be expressly set
         forth by specific reference in such a filing.

Item 10. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision
         of the Code of Ethics;

Item 11.  Public notice of a pension fund blackout period

Item 12.  Results of Operation and Financial Condition

          See Item 9.

                                       2


                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                          PARK CITY GROUP, INC.
                                          (Registrant)

Date:  May 21, 2002
                                           /s/ Randall K. Fields
                                          --------------------------------------
                                          Randall K. Fields, President and CEO


                                       3

EX-99.01

Exhibit 99.01
Press Release Dated March 20, 2003

        THE PARK CITY GROUP, INC. REPORTS FINANCIAL RESULTS FOR THE THIRD
                         QUARTER ENDING MARCH 31, 2003

Highlights:
- - Company expects to finish fiscal 2003 with significant increases in revenue -
Expanding pipeline reflects acceleration of interest in Fresh Market Manager -
Fresh Market Manager gaining market momentum

PARK CITY, UTAH - May 20, 2003 - Park City Group, Inc. (OTCBB:PKCY), a leading
provider of software and services for business productivity, reported revenues
of $1.4 million for the third fiscal quarter ended March 31, 2003. This compares
to revenues of $1.5 for the same calendar quarter of 2002.

"Our sales and marketing activities during the quarter were dedicated to
introducing new and existing customers to our Fresh Market Manager (FMM) suite
of software solutions," said Park City Group Chairman and CEO Randall K. Fields.
"We are highly confident that our sales and marketing strategy was successful
and expect a substantial increase in revenue for the fiscal 2003 when compared
to fiscal 2002. Our FMM product is gaining both increased interest and market
momentum."

The company reported income from operations for the third quarter ended March
31, 2003, of $169,562 compared to income from operations of $321,221 for last
year's third quarter. The decline in income from operations is attributed to an
increase in cost of revenues and research and development. Effective with the
commercialization of FMM in September 2002, the company stopped capitalizing
software development costs. Continuing enhancements and upgrades to FMM are now
being charged to research and development expenses with previously capitalized
development cost being amortized to cost of revenue.

"FMM was specifically developed for managing the expanding perishable
departments within major grocery chains," commented Fields. "The product
introduction cycle and educational process of FMM to our target market has
significantly increased our sales cycle. As we continue to build our reference
base, introduce and demonstrate FMM at numerous retail conventions and
tradeshows, we anticipate that our sales cycle will noticeably shorten."

The growing pressure from large warehouse clubs and super-center giants is
forcing today's grocery retailer to better manage operations of high-margin
departments with inventories of perishable products. These departments currently
represent approximately 50 percent of the grocery industry's revenues. Park City
Group's FMM is one of the only product in the marketplace that provides an
end-to-end solution developed specifically to manage perishables. Utilizing
patented technologies, FMM automates the majority of the planning, forecasting,
ordering and administrative functions associated with bakery, deli, seafood,
meat, and food service.



Park City Group is a leading provider of software and services for business
productivity. The company uniquely leverages its expertise in retail operations
management and state-of-the-art, patented technologies to simplify the planning
and execution of complex processes; deliver timely, relevant and "action-able"
information; and improve its customers' profitability by putting the "best
manager" in every store. The software was developed initially for the Mrs.
Fields Cookies business, co-founded by Randall K. Fields, the CEO of Park City
Group, Inc. To date, the company has sold to or installed its software solutions
in over 52,000 customer locations. For additional information, please contact
Park City Group at 800.835.8824, info@parkcity.com (e-mail), or visit the
corporate website at www.parkcity.com.


Forward-Looking Statement

This release is comprised of inter-related information that must be interpreted
in the context of all the information provided; accordingly, care should be
exercised not to consider portions of this release out of context. This release
is provided in compliance with Commission Regulation FD and contains certain
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and Section 21B of the Securities Exchange Act of 1934. Any
statements that express or involve discussions with respect to predictions,
expectations, beliefs, plans, projections, objectives, goals, assumption or
future events or performance are not statements of historical fact and may be
"forward-looking statements." Forward looking statements are based on
expectations, estimates and projections at the time the statements are made that
involve a number of risks and uncertainties which could cause actual results or
events to differ materially from those presently anticipated. Forward looking
statements in this action may be identified through the use of words such as
"expects", "will", "anticipates", "estimates", "believes", or statements
indicating certain actions "may", "could", or "might" occur. Such statements
reflect the current views of Park City Group with respect to future events and
are subject to certain assumptions, including those described in this release.
Should one or more of the underlying assumptions prove incorrect, actual results
may vary materially from those described herein as anticipated, believed or
expected. Park City Group does not intend to update these forward-looking
statements prior to announcement of quarterly or annual results.

                                      ###