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):  June 28 , 2011

Commission File Number:  000-03718

Park City Group, Inc.
(Exact name of small business issuer as specified in its charter)

Nevada
(State or other jurisdiction of incorporation or organization)

371454128
(IRS Employer Identification No.)

3160 Pinebrook Rd., Park City, Utah 84098
(Address of principal executive offices)

435-645-2000
(Registrant's Telephone number)

Not Applicable
(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 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

On June 28, 2011, Park City Group, Inc. (the "Company") entered into a Term Loan Agreement ("Loan Agreement") with U.S. Bank N.A. ("Bank"), and issued a Term Note to the Bank in the principal amount of $350,000. The Term Note bears interest at an annual rate of 3.95%. Principal and accrued interest under the terms of the Term Note are payable in 35 installments of $10,355 each beginning August 15, 2011 and on the same date on each consecutive month thereafter until maturity, or July 15, 2014. Amounts due under the terms of the Term Note are guaranteed by Randall K. Fields, the Chief Executive Officer of the Company.

Item 8.01 Other Events.

On July 5, 2011, the Company issued a press release announcing that it had retired certain promissory notes in the principal amount of approximately $1.5 million ("Notes"), which Notes were originally issued in January 2009 to certain investors to partially finance the acquisition of Prescient Applied Intelligence, Inc. The Notes had an original maturity date of July 12, 2011, and required payment of interest calculated at 12% per annum, payable quarterly. Cash flow from operations, and proceeds from the issuance of the Term Note, were used to retire the Notes.

In connection with the retirement of the Notes, the Company also extended the maturity date of the remaining issued and outstanding Notes, totaling approximately $250,000, from July 12, 2011 to January 12, 2012.

A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

See the Exhibit Index.

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.

Date:   July 5, 2011

By:	/s/ David Colbert
	Name: David Colbert
	Title: Chief Financial Officer

Exhibit Index

Exhibit No.	Description
EX-99.1	Press Release July 5, 2011

EX-99

Park City Group Repays $1.5 million in Debt

PARK CITY, Utah – July 5, 2011 -- Park City Group (NYSE Amex:PCYG), a Software-as-a-Service provider of unique supply chain solutions for retailers and their suppliers, today announced that the Company has prepaid $1.5 million of 12% subordinated promissory notes, which were scheduled to mature on July 12, 2011.   Proceeds from a new $350,000 3.95% term note due July 15, 2014 and cash on hand were used to repay the notes.

“With this payment, we have reduced our outstanding debt balance by approximately 20% since June 30, 2010,” said Randall K. Fields, CEO and Chairman of Park City Group.  “Since reaching critical mass over a year ago, the company has been generating meaningful free cash flow and has built a substantial cash balance.  As our growth accelerates in the coming quarters, so will free cash flow generation, which we will use to further reduce debt and strengthen our balance sheet.”

About Park City Group

Park City Group (NYSE Amex: PCYG) is a Software-as-a-Service (“SaaS”) provider that brings unique visibility to the consumer goods supply chain.  With over $100 million invested in development and 16 years of commercialization surrounding its proprietary scan based data platform, the Company’s services increase customers’ sales and profitability, while ensuring regulatory compliance for both retailers and their suppliers.  

Through a process known as Consumer Driven Sales Optimization^TM, Park City Group helps retail and consumer packaged goods customers turn transactional information into actionable strategies to lower inventory, increase sales and improve efficiencies in the supply chain.  

The Company’s Food Safety Global Registry^TM provides food retailers and suppliers with a robust solution that will help them protect their brands and remain in compliance with rapidly evolving regulations in the recently-passed Food Safety Modernization Act.  The Food Safety Global Registry, an internet-based technology, will enable all participants in the farm-to-table supply chain to easily manage tracking and traceability requirements as products move between trading partners.  For more information, go to www.parkcitygroup.com.

Investor Relations Contact:

Dave Mossberg

Three Part Advisors, LLC

817-310-0051