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) January 25, 2010

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))

Item 2.02 Results of Operations and Financial Condition

On January 25, 2010, Park City Group, Inc. issued a press release pre-announcing certain financial results for the quarter ended December 31, 2009, and including certain other remarks relating to operations.  A copy of the press release is attached as Exhibit 99.1.

The press release contains certain projected adjusted non-GAAP financial measures.  The Company intends to release comparable GAAP financial measures when it issues its full financial results in connection with its 2010 second quarter financial results conference call.  The Company believes that providing both GAAP and adjusted non-GAAP measures of its performance will provide meaningful supplemental information regarding its operational effectiveness and to enhance investors’ overall understanding of the Company’s current financial performance and prospects for the future. Management believes that investors benefit from seeing its results “through the eyes” of management in addition to the GAAP presentation.  It is management’s belief that while not in accordance with or an alternative for GAAP, the adjusted information allows for greater transparency to supplemental information used by management in its financial and operational decision making.

The adjusted information excludes items, such as amortization of intangible assets, impairment charges, depreciation, charges to consolidate and integrate recently acquired businesses and non-cash stock based compensation, and other non-cash charges that may have a material effect on the Company’s net income and net income per share in accordance with GAAP.  Management monitors these items to ensure that expenses are in line with expectations and that its GAAP results are correctly stated, but does not use them to measure the ongoing bottom line operating performance of the Company. Furthermore, the non-GAAP or adjusted information provided by the Company may be different from the non-GAAP or adjusted information provided by other companies.

The information furnished under Item 2.02 of this Current Report, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 7.01           Regulation FD Disclosure

See Item 2.02 above.

Item 9.01           Financial Statements and Exhibits.

See Exhibit Index.

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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:  January 25, 2010	PARK CITY GROUP, INC.
	By: /s/ John Merrill            Chief Financial Officer

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Exhibit Index

Exhibit No.	Description
99.1	Press Release pre-announcing the Corporation’s operating results for the quarter ended December 31, 2010.

EX-99.1

Exhibit 99.1

Park City Group Preliminary Second Quarter Results on Track with Full Year Expectations

Company Expects to Report Increased Positive Operating Cash Flow in Fiscal Second Quarter

PARK CITY, UT – January 25, 2010 – Park City Group, Inc. (OTCBB: PCYG), a developer of patented retail supply chain solutions and services, today announced that it expects fiscal year 2010 second quarter revenue and adjusted EBITDA to exceed expectations driven by an enlarging base of customers generating recurring revenue.

For its fiscal second quarter ended December 31, 2009, the Company expects to report:

·   Revenue of approximately $2.5 million, compared with $454,000 in the second quarter of fiscal 2009. The increase in revenue is primarily the result of higher revenues from an expanding base of retail hub customers and the addition of revenue resulting from the acquisition of Prescient Applied Intelligence, Inc. that occurred in January of 2009.

·   Adjusted EBITDA in excess of $500,000, compared with $124,000 pro-forma adjusted (for the Prescient acquisition) EBITDA for the second quarter of fiscal 2009.

·   Positive operating cash flow of approximately $300,000, compared with pro- forma negative operating cash flow of ($104,000) for the second quarter of fiscal 2009.

“Our preliminary second quarter financial results reflect a strong recurring revenue base and continued effective management of expenses,” said Randall K. Fields, Park City Group’s Chairman and CEO.  “These results are all the more gratifying because of the traditionally slower December-ended quarter when retailers are concentrating on holiday season shopping over new information technology implementation.  The momentum we have achieved year-to-date provides us with confidence to reaffirm our fiscal year 2010 financial guidance for adjusted EBITDA of approximately $2.3 million.  Equally important, for the full year we expect to report positive cash flow from operations and positive earnings per share.”

Park City Group will announce at a later date the details for its fiscal 2010 second quarter financial results conference call.

The projected and unaudited financial results discussed in this press release are preliminary only and are subject to change as a result of the completion of the Company’s quarterly review. GAAP results are anticipated to be different than projected EBITDA results and those differences are anticipated to be material.

EBITDA is calculated as net income before deducting interest, taxes, depreciation and amortization. Adjusted EBITDA also excludes items such as impairment charges, charges to consolidate and integrate recently acquired businesses, costs of closing corporate facilities, non-cash stock based compensation and other non-cash charges.  Although EBITDA and adjusted EBITDA are not measures of actual cash flow because they do not consider changes in assets and liabilities that may impact cash balances, the Company’s management reviews these non-GAAP financial measures internally to evaluate the Company’s performance and manage the operations. Additionally, the Company believes they are useful metrics to evaluate operating performance and has therefore included such measures in the reporting of operating results.

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About Park City Group

Park City Group (OTCBB: PCYG) is a Software-as-a-Service (“SaaS”) provider that brings unique visibility to the consumer goods supply chain, delivering actionable information that ensures product is on the shelf when the consumer expects it.  Our service increases our customers’ sales and profitability while enabling lower inventory levels for both retailers and their suppliers.  For more information, go to www.parkcitygroup.com.

Forward-Looking Statement

Any statements contained in this document that are not historical facts are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “predict,” “if”, “should” and “will” and similar expressions as they relate to Park City Group, Inc. (”Park City Group”) are intended to identify such forward-looking statements. Park City Group may from time to time update these publicly announced projections, but it is not obligated to do so. Any projections of future results of operations should not be construed in any manner as a guarantee that such results will in fact occur. These projections are subject to change and could differ materially from final reported results. For a discussion of such risks and uncertainties, see “Risk Factors” in Park City’s annual report on Form 10-K for the year ended June 30, 2009 and its other reports filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the dates on which they are made.

IR Contact

Jordan M. Darrow

Darrow Associates

(631) 367-1866

jdarrow@darrowir.com