8-K

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) December 16, 2008

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 incorporation or organization)	(IRS Employer Identification No.)

3160 Pinebrook Road; Park City, Utah 84098

(Address of principal executive offices)

(435) 645-2000

(Registrant's telephone number)

-------------------------------------------------------------

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 8 – Other Events

Item 8.01  Other Events;

Park City Group, Inc. (“PCG”) has released the attached press release titled “Park City Group Announces Temporary Waiver of Trading Window Blackout Policy” dated December 12, 2008.

Section 9 – Financial Statements and Exhibits

Item 9.01  Financial Statement and Exhibits

(a)   Not Applicable

(b)   Not Applicable

(c)   Not Applicable

(d)   Exhibits

Exhibits                                      Description

99.1                                  Press Release dated December 12, 2008

SIGNATURES

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

Dated:  December 16, 2008	PARK CITY GROUP, INC.
	By: /s/ John Merrill
	--------------------------
	CFO

EX-99.1

Exhibit 99.1

NEWS

Park City Group Announces

Temporary Waiver of Trading Window Blackout Policy

PARK CITY, Utah – December 12, 2008 – Park City Group, Inc. (OTCBB: PCYG), a developer of patented retail supply chain solutions and services, today announced that its board of directors has approved a temporary waiver of its stock trading window blackout policy that applies to directors, officers and employees. Under the temporary waiver, directors, officers and employees will be permitted to purchase or sell securities of Park City Group, during what otherwise would be a blackout period, provided they are not in possession of material non-public information relating to Park City Group. The board has taken this step in light of conditions in the financial and stock markets, which have resulted in what Park City Group believes is a significant and unwarranted drop in the trading price of its shares.

The blackout policy restricts the ability of Park City Group’s directors, officers and employees to purchase or sell securities of Park City Group during prescribed periods. The temporary waiver of the blackout policy is effective for one year unless earlier reinstated by the board. Park City Group’s directors, officers, employees and others remain unable to purchase or sell securities of Park City Group if they are in possession of material non-public information relating to Park City Group.

As announced in September, Park City Group is in the process of completing the acquisition of Prescient Applied Intelligence, Inc. (OTCBB: PPID), which it will operate as a wholly owned subsidiary.  This accretive acquisition, projected to close during the first calendar quarter, is projected to provide:

·   Significant increase in recurring subscription based revenues

·   Increase in Park City Group total revenues from $3.3 million to $12 million

·   Substantially increased EBITDA to approx. 15% of revenue

·   Synergies of product and service offerings

·   Strong future revenue growth opportunities within the combined customer base, and

·   Economies of scale in business operations and development costs

o   Identified $4 million in annualized cost reduction measures

§   Of which $3 million have already been taken and will be reflected over the next several quarters

About Park City Group

Park City Group, Inc. develops and markets patented computer software and consulting services that help retailers and their suppliers to increase sales while reducing inventory and labor costs -- the two largest, controllable expenses. The technology has its genesis in the operations of Mrs. Fields Cookies, co-founded by Randy Fields, chief executive officer of Park City Group. Industry-leading customers such as The Home Depot, Victoria’s Secret, The Limited, Anheuser Busch Entertainment and Tesco Lotus benefit from Park City Group software. To find out more about Park City Group, please visit www.parkcitygroup.com.

PR Contact:	IR Contact:
Courtney Behrens, Park City Group	Terri MacInnis, Bibicoff & MacInnis, Inc.
610.719.1600 x332   cbehrens@prescient.com	818.379.8500   terri@bibimac.com