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) February 17, 2004

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

            NEVADA                      0003718                  37-1454128
- -----------------------------        -------------           -------------------
(State or other jurisdiction          (Commission               (IRS Employer
     of incorporation)                File Number)           Identification No.)

                 333 Main Street #300
                   Park City, UT                         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 12. RESULTS OF Operations and Financial Condition.

On February 17, 2004, Park City Group, Inc. issued a press release announcing
its financial results for the quarter and six months ended December 31, 2003,
showing a substantial increase in revenues over the comparable prior year
quarter and net income for the quarter. A copy of the press release is attached
hereto as Exhibit 99.1 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.




                                   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:  February 18, 2004                     /s/ Randall K. Fields
                                            ------------------------------------
                                            Randall K. Fields, President and CEO

                                       2

EX-99.1

EXHIBIT 99.1
Press Release Dated February 17, 2004



PARK CITY GROUP, INC. REPORTS 94% INCREASE IN SECOND QUARTER REVENUE AND POSTS A
                     SUBSTANTIAL IMPROVEMENT IN NET PROFIT


PARK CITY, UTAH - February 17, 2004 - Park City Group, Inc. (OTCBB: PKCY) whose
technology had its genesis in the operations of Mrs. Fields Cookies, develops
and markets patented computer software that helps its retail customers increase
their sales while reducing their inventory and labor costs, announced a strong
showing for the second quarter ended December 31,2003.

Park City Group reported quarterly revenues of $1,901,000 as compared to the
same period last year of $981,000 which represents a 94% improvement. "This is
an important achievement for the Company. Our plan to develop new channels for
sales and revenue opportunities is achieving its goal and this is just the
beginning of our efforts, "stated Randy Fields, Chairman and CEO of Park City
Group.

In keeping with the stated objectives of careful cost controls, the quarterly
expenses were reduced in Sales and Marketing, by $82,000 or a reduction of
approximately 24% (Q2FY2004 $254,000 as compared to Q2FY2003 of $336,000).
Expenses for General and Administrative activities were reduced by $206,000 or a
decline of approximately 29% (Q2FY2004 of $498,000 as compared to Q2FY2003 of
$704,000). There was an increase in Research and Development expenses of
$116,000 or a 56% increase over the same period last year (Q2FY2004 of $322,000
as compared to A2FY2003 of $206,000). This increase was due in part to the
efforts required to Page 2 - Park City Group, Inc. Reports 94% Increase in
Second Quarter FY2004 and Posts a Substantial Improvement in Net Profit

develop a new application product (Center Store Inventory Manager) that is
designed to provide increased sales opportunities in convenience, drug and
grocery stores. This is where the Company's Fresh Market Manager product has its
primary focus.

"We are experiencing a lift in the number of active sales opportunities, aided
in part by an improving economy. This increasing activity level together with
the prospective customers who have budgeted projects, an intense awareness of
the problems that our products can correct, and our expanded product line with
Center Store Inventory Manager is a positive indicator for us and improves our
confidence in our ability to meet or exceed our business plan." Q2 and Six
Months Earnings Release and Conference Call

Park City Group will formally report its final results for the second quarter
and six months ended December 31, 2003 on February 17, 2004. The Company will
then host a conference call on Thursday, February 19, 2004 at 2:30 p.m. MST.
Details regarding conference call participation will be posted on the company's
website: www.parkcitygroup.com, or may be obtained by contacting the company at
1-800-772-4556.



About Park City Group:

Park City Group is a leading provider of profit enhancing software and services
for the retail industry. The solutions were developed initially for the Mrs.
Fields Cookies business, and Randall K. Fields, who Co- Founded Mrs. Fields
Cookies is CEO of Park City Group. Park City Group has such marquee customers
like, The Home Depot, The Limited, Williams-Sonoma and many more recognized
retail operations. 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. Feel free to contact us (Media Contact Randy
Fields) at 800.772.4556 or info@parkcitygroup.com. To find out more about Park
City Group (OTCBB: PKCY), visit our website at www.parkcitygroup.com.


Statements in this press release that relate to Park City Group's future plans,
objectives, expectations, performance, events and the like are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 and the Securities Exchange Act of 1934. Future events, risks and
uncertainties, individually or in the aggregate, could cause actual results to
differ materially from those expressed or implied in these statements. Those
factors could include changes in worldwide and U.S. economic conditions that
materially impact consumer spending and consumer debt, changes in demand for the
Company's products and services, risks associated with the integration of
acquisitions and other investments, and other factors discussed in the
"forward-looking information" section and the "risk factor" section of the
management's discussion and analysis included in the Company's annual report on
Form 10-K for the year ended June 30, 2003 filed with the Securities and
Exchange Commission. Park City Group uses the paid services of investor
relations organizations to promote the Company to the investment community. Park
City Group does not intend to update these forward-looking statements prior to
announcement of quarterly or annual results.