FORM 10-QSB/A


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                Quarterly Report Under Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                For the Quarterly Period Ended September 30, 2005

                        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             (IRS Employer Identification No.)
  incorporation or organization)

              333 Main Street, P.O. Box 5000; Park City, Utah 84060
                    (Address of principal executive offices)

                                 (435) 649-2221
                         (Registrant's telephone number)

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
[X] Yes [ ] No

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

            Class Outstanding as of                    November 10, 2005


          Common Stock, $.01 par value                     5,665,079
                                                      2,369 shareholders




Note 8 - Explanation of Restatement

This Form 10-QSB/A is being filed to amend and restate the Park City Group, Inc.
(the "Company") Quarterly Report on Form 10-QSB for the Three Months Ended,
September 30, 2005. The restatement arose out of, and in conjunction with, a
letter of comment dated September 1, 2006 received from the staff of the
Securities and Exchange Commission as a result of the Company's submission and
filing of Form SB-2 Registration Statement. The financial statements and
references thereto have been amended and updated to reflect the effect of the
1:50 reverse stock split effective August 11, 2006 pursuant to SAB Topic 4:C. At
the time of the reverse split, the Articles of Incorporation were amended to
reflect authorized common shares from 500,000,000 to 50,000,000.

Generally, no attempt has been made in this Form 10-QSB/A to modify or update
other disclosures presented in the original report on Form 10-QSB except as
required to meet the staff's comments. This Form 10-QSB/A does not reflect
events occurring after the filing of the original Form 10-QSB or modify or
update those disclosures. Information not affected by the amendment is unchanged
and reflects the disclosures made at the time of the original filing of the Form
10-QSB with the Securities and Exchange Commission on November 10, 2005. The
following items have been amended as of result of the restatement:

                        Quarterly Report on Form 10-QSB/A
                               September 30, 2005

                        Table of Contents - (Amendments)


Item 1 and 2        Reverse Stock Split 1:50 Effects
                      to Financials                                  Page 1-9
Item 2              Forward Looking Statements / Safe Harbor         Page 9
Signature Pages     Principal Executive and Principal
                      Financial Officer                              Page 12
Item 3              Controls and Procedures                          Page 10


                              PARK CITY GROUP, INC.
              Table of Contents to Quarterly Report on Form 10-QSB


                         PART I - FINANCIAL INFORMATION

Item 1         Financial Statements

         Consolidated Condensed Balance Sheet as of September 30, 2005
           (Un-audited)                                                       3

         Consolidated Condensed Statements of Operations for the
           Quarters Ended September 30, 2005 and 2004 (Un-audited)            4

         Consolidated Condensed Statements of Cash Flows for the
           Quarters Ended September 30, 2005 and 2004 (Un-audited)            5

         Notes to Consolidated Condensed Financial Statements                 6

Item 2 Management's Discussion and Analysis or Plan of Operation             10

Item 3 Controls and Procedures                                               11

                           PART II - OTHER INFORMATION

Item 1  Legal Proceedings                                                    12

Item 2  Changes in Securities                                                12

Item 5  Other Information                                                    12

Item 6  Exhibits                                                             12

         Exhibit 31   Certification of Principal Executive Officer and
                      Principal Financial Officer pursuant to Section 302
                      of the Sarbanes-Oxley Act of 2002.


         Exhibit 32   Certification pursuant to 18 U.S.C. Section 1350, as
                      adopted pursuant to Section 906 of the Sarbanes-Oxley
                      Act of 2002.


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                                       2



                                              PARK CITY GROUP, INC.
                                Consolidated Condensed Balance Sheet (Unaudited)
                                               September 30, 2005
                                                    (Restated)


Assets
                                                                                                   
Current assets:
     Cash                                                                                             $       159,442
     Receivables, net of allowance for doubtful accounts of $53,000                                           553,860
     Prepaid expenses and other current assets                                                                124,196
                                                                                                      ----------------

                    Total current assets                                                                      837,498
                                                                                                      ----------------

Property and equipment, net of accumulated depreciation and amortization                                      100,428
                                                                                                      ----------------

Other assets:
     Deposits and other assets                                                                                 25,000
     Capitalized software costs, net of accumulated amortization of $797,636                                  265,879
                                                                                                      ----------------

                    Total other assets                                                                        290,879
                                                                                                      ----------------

                    Total assets                                                                      $     1,228,805
                                                                                                      ================

Liabilities and Stockholders' Deficit

Current liabilities:
     Accounts payable                                                                                 $       173,914

     Accrued liabilities                                                                                    1,139,796
     Deposits for unissued stock                                                                               36,667

     Deferred revenue                                                                                       1,509,513
     Current portion of long-term capital lease obligations                                                    20,493
     Current portion of long-term related party debt, net of discount of $6,188                               338,813
     Related party lines of credit                                                                            336,187
                                                                                                      ----------------

                    Total current liabilities                                                               3,555,383
                                                                                                      ----------------

Long-term liabilities
     Long-term related party debt, net of discount of $110,269                                              3,186,137
     Capital lease obligations, less current portion                                                            3,919
                                                                                                      ----------------

                    Total long-term liabilities                                                             3,190,056
                                                                                                      ----------------

                    Total liabilities                                                                       6,745,439
                                                                                                      ----------------

Commitments and contingencies

Stockholders' deficit:
     Preferred stock, $0.01 par value, 30,000,000 shares authorized, none issued
       - Common stock , $0.01 par value, 50,000,000 shares authorized;
       5,656,927 issued and outstanding                                                                        56,569
     Additional paid-in capital                                                                            12,828,185

     Accumulated deficit                                                                                  (18,401,388)
                                                                                                      ----------------

                    Total Stockholders' deficit                                                            (5,516,634)
                                                                                                      ----------------

                                                                                                      $     1,228,805
                                                                                                      ================
See accompanying notes to consolidated condensed financial statements.

                                                       3




                                              PARK CITY GROUP, INC.
                           Consolidated Condensed Statements of Operations (Unaudited)
                             For the Three Months Ended September 30, 2005 and 2004


                                                                                  September 30,     September 30,
                                                                                      2005              2004
                                                                                  -------------    -------------
                                                                                    (Restated)       (Restated)
                                                                                             
Revenues:
         Software licenses                                                        $  2,630,453     $    162,163
         Maintenance and support                                                       608,446          623,492
         ASP                                                                            48,900           11,600
         Consulting and other                                                          411,066          192,420
                                                                                  -------------    -------------

                  Total revenues                                                     3,698,865          989,675

Cost of revenues                                                                       404,651          300,154
                                                                                  -------------    -------------

                  Gross margin                                                       3,294,214          689,521

Operating expenses:
         Research and development                                                      235,909          256,081
         Sales and marketing                                                           283,200          293,394
         General and administrative                                                    313,155          310,109
                                                                                  -------------    -------------

                  Total operating expenses                                             832,264          859,584
                                                                                  -------------    -------------

                  Income (loss) from operations                                      2,461,950         (170,063)

Interest expense                                                                      (297,135)        (274,558)
                                                                                  -------------    -------------


                  Income (loss) before income taxes                                  2,164,815         (444,621)

Income tax (expense) benefit                                                                 -                -
                                                                                  -------------    -------------

                  Net Income (loss)                                               $  2,164,815     $  (444,621)
                                                                                  =============    =============



Weighted average shares, basic                                                       5,657,000        5,382,000
                                                                                  =============    =============
Weighted average shares, diluted                                                     5,680,000        5,382,000
                                                                                  =============    =============
Basic earnings (loss) per share                                                   $       0.38     $      (0.08)
                                                                                  =============    =============
Diluted Earnings (loss) per share                                                 $       0.38     $      (0.08)
                                                                                  =============    =============



See accompanying notes to consolidated condensed financial statements.


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                                                       4




                                              PARK CITY GROUP, INC.
                           Consolidated Condensed Statements of Cash Flows (Unaudited)
                             For the Three Months Ended September 30, 2005 and 2004


                                                                                      September 30,    September 30,
                                                                                          2005              2004
                                                                                      ------------    ------------
                                                                                                
Cash Flows From Operating Activities:
         Net income (loss)                                                            $  2,164,815    $   (444,621)
         Adjustments to reconcile net income (loss) to net cash
            provided by (used in)
         operating activities:
                  Depreciation and amortization                                             83,571          84,321
                  Bad debt expense                                                          (3,000)              -
                  Stock issued for services and expenses                                    21,499         211,516
                  Amortization of discounts on debt                                         73,887          42,355
                  Decrease (increase) in:
                           Trade receivables                                              (194,521)       (125,567)
                           Prepaid and other assets                                        (87,136)         (6,615)
                  Increase (decrease) in:
                           Accounts payable                                               (454,484)          5,737
                           Accrued liabilities                                            (127,345)       (172,694)
                           Deferred revenue                                                626,089        (138,254)
                           Accrued interest, related party                                 138,844         115,886
                                                                                      ------------    ------------

                  Net cash provided by (used in) operating activities                    2,242,219        (427,936)
                                                                                      ------------    ------------

Cash Flows From Investing Activities:
         Purchase of property and equipment                                                 (3,046)         (8,724)
                                                                                      ------------    ------------

                  Net cash used in investing activities                                     (3,046)         (8,724)
                                                                                      ------------    ------------

Cash Flows From Financing Activities:
         Net (decrease) increase in line of credit - related party                        (283,556)        200,000
         Payments on notes payable and capital leases                                   (2,005,845)        (13,007)
                                                                                      ------------    ------------

                  Net cash (used in) provided by financing activities                   (2,289,401)        186,993
                                                                                      ------------    ------------

                  Net decrease in cash and cash equivalents                                (50,228)       (249,667)
Cash at beginning of period                                                                209,670         312,817
                                                                                      ------------    ------------

Cash at end of period                                                                 $    159,442    $     63,150
                                                                                      ============    ============


See accompanying notes to consolidated condensed financial statements.


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                                                       5



                              PARK CITY GROUP, INC.
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                               September 30, 2005


Note 1 - Unaudited Financial Statements

The accompanying unaudited financial statements have been prepared in accordance
with U.S. generally accepted accounting principles for quarterly financial
statements, and include all normal, recurring adjustments which in the opinion
of management are necessary in order to make the financial statements not
misleading. Although the Company believes that the disclosures in these
unaudited financial statements are adequate to make the information presented
for the interim periods not misleading, certain information and footnote
information normally included in quarterly financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to the rules and regulations of the Securities and Exchange
Commission, and these financial statements should be read in conjunction with
the Company's audited annual financial statements included in the Company's June
30, 2005 Annual Report on Form 10-KSB.

Certain 2004 amounts have been reclassified to conform to 2005 classifications.

Note 2 - Liquidity

As shown in the consolidated financial statements, the Company had a profit for
the period ending September 30, 2005 and incurred a loss for the same quarter in
2004. Current liabilities are in excess of current assets at September 30, 2005.
The company did generate positive cash flow during the quarter ending September
30, 2005 and was able to retire a large amount of current debt. The company did
not generate a positive cash flow however for the year ending June 30, 2005.

The Company believes that cash flows from sales, as well as the ability and
commitment of its majority shareholder to contribute funds necessary to continue
to operate, will allow the Company to fund its currently anticipated working
capital, capital spending and debt service requirements during the year ended
June 30, 2006. The financial statements do not reflect any adjustments should
the Company's operations not be achieved.

Note 3 - Stock-Based Compensation

At September 30, 2005 and 2004, the Company has issued stock options to certain
of its employees. The Company accounts for these options under the recognition
and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to
Employees, and related Interpretations. No stock-based employee compensation
cost is reflected in net loss, as all options granted had an exercise price
equal to or greater than the market value of the underlying common stock on the
date of grant. Had compensation cost for the Company's stock option plans been
determined based on fair value consistent with the provisions of SFAS No. 123,
Accounting for Stock-Based Compensation, the Company's net loss and loss per
share would have been increased to the pro forma amounts indicated below for the
quarter ended September 30, 2005 and 2004:


                                                                                     Quarters ended
                                                                       September 30, 2005      September 30, 2004
                                                                       ------------------      ------------------
                                                                                             
Net income (loss) available to common shareholders, as reported             $ 2,164,815            $ (444,621)

Add: Stock-based employee compensation expense included in
  reported net income (loss), net of related tax effects                             --                    --

Deduct: Total stock-based employee compensation
  expense determined under fair value based method
  for all awards, net of related tax effects                                    (14,325)              (14,325)
                                                                         -----------------     -----------------


Net income (loss) - pro forma                                               $ 2,150,490            $ (458,946)
                                                                         =================     =================
Income (loss) per share:
  Basic - as reported                                                       $      0.38            $    (0.08)
                                                                         =================     =================
  Diluted - as reported                                                     $      0.38            $    (0.08)
                                                                         =================     =================
  Basic - pro forma                                                         $      0.38            $    (0.09)
                                                                         =================     =================
  Diluted - pro forma                                                       $      0.38            $    (0.09)
                                                                         =================     =================

                                                       6


Park City Group has an employment agreement with its Vice President of
Professional Services, dated effective April 11, 2005. One provision of this
agreement provides for a stock bonus of 40,000 shares payable in 10,000 share
increments on his next 4 anniversary dates, provided continued employment.


Note 4 - Outstanding Stock Options

The following tables summarize information about fixed stock options and
warrants outstanding and exercisable at September 30, 2005:



                                                        Number of
                                                         Options      Warrants    Price per Share
                                                        ---------     --------    ---------------
                                                                         
 Outstanding and exercisable at        June 30, 2005      180,930       943,830      $1.50-7.00
                                             Granted            -             -               -
                                           Exercised            -             -               -
                                              Called            -             -               -
                                           Cancelled            -             -               -
                                             Expired       (4,300)            -      $1.50-2.50
                                                        ---------    ----------      ----------
 Outstanding and exercisable at   September 30, 2005      104,630       943,830      $1.50-7.00
                                                        =========    ==========      ==========



                Options and Warrants Outstanding and Exercisable
                              at September 30, 2005


                                                  Weighted
                                                   average          Weighted
                                  Number         remaining           average
            Range of      Outstanding at       contractual          exercise
     exercise prices  September 30, 2005       life(years)            price
     ---------------       -------------       -----------            -----
       $1.50 - $2.50             735,611              2.34            $ 1.99
       $3.50 - $4.00             302,849              2.42              3.52
               $7.00              10,000              1.11              7.00
                              ----------              ----            ------
                               1,048,460              2.35            $ 2.48
                              ==========              ====            ======



Note 5 - Supplemental Cash Flow Information

In connection with the note payable funding from Whale Investment, Ltd. the
Company issued warrants and issued shares of common stock, which were recorded
as a debt discount. In June 2004 the note payable to Whale Investments, LTD was
extended and ownership of the note payable was transferred to Whale Investment's
sister company Triplenet Investments. As consideration for the extension the
Company issued cash and shares. The fair value of the cash and shares issued in
connection with the extension was recorded as a discount to the note payable and
added to the previous discount to be amortized over the remaining life of the
note as extended. Of the debt discount amounts $54,976 and $27,488 was amortized
to interest expense during the quarters ended September 30, 2005 and 2004,
respectively.

The Triplenet Investments loan was paid off in August 2005 with cash generated
from operations. The company did pay a pre-payment penalty fee of $30,000 or one
month interest on the loan.

The fair value of shares issued in connection with the $345,000 note payable
funding from Riverview obtained as a condition of the Whale Investment, Ltd.
funding was recorded as a discount on the note payable, of which $6,188 and
$2,143 was amortized into interest expense during the quarters ended September
30, 2005 and 2004, respectively. This increase is due to the fee charged for the
extension of the Riverview portion of this transaction in August 2004.

For the quarters ended September 30, 2005 and 2004 the Company paid cash for
interest expense of $88,141 and $109,027, respectively. No cash was paid for
income taxes.

Note 6 - Accrued liabilities

Accrued liabilities consist of the following as of September 30, 2005:

Accrued interest                           $  980,839
Accrued vacation                              107,976
Other accrued liabilities                      50,981
                                           ----------
                                           $1,139,796
                                           ==========

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                                       7


Note 7 - Net Income (Loss) Per Common Share

Basic net income (loss) per common share ("Basic EPS") excludes dilution and is
computed by dividing net income (loss) by the weighted average number of common
shares outstanding during the period. Diluted net income (loss) per common share
("Diluted EPS") reflects the potential dilution that could occur if stock
options or other contracts to issue common stock were exercised or converted
into common stock. The computation of Diluted EPS does not assume exercise or
conversion of securities that would have an anti-dilutive effect on net income
(loss) per common share.


Options and warrants to purchase 321,059 and 1,657,017 shares of common stock as
of September 30, 2005 and 2004 , respectively, were not included in the
computation of Diluted EPS due either to the dilutive effect from a net loss or
a strike price in excess of market price. Using the treasury stock method 22,765
shares were assumed repurchased and added to shares outstanding for the
computation of Diluted EPS for the 3 months ended September 30, 2005.


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                                       8


8. Explanation of Restatement

In connection with the filing of an amendment to the Company's June 30, 2005
Form 10KSB/A, September 30, 2005 Form 10QSB and an amended SB-2 registration
statement, the financial statements and references thereto have been amended and
updated to reflect the effect of a 1:50 reverse stock split effective August 11,
2006 pursuant to SAB Topic 4:C. At the time of the reverse split, the Articles
of Incorporation were amended to reflect authorized common shares from
500,000,000 to 50,000,000. These changes had the following effect on the
consolidated financial statements:

Effects on the Consolidated Balance Sheet


                                                         As Reported          Restatements        As Restated
                                                                                       
Stockholders' deficit:

Preferred stock, $.01 par value, 30,000,000
shares authorized no shares issued,                               -                    -                   -

Common stock, $.01 par value, 50,000,000 shares,
authorized, 5,656,927 issued and outstanding         $    2,828,463      $    (2,771,894)   $         56,569

Additional paid-in-capital                               10,056,291            2,771,894          12,828,185

Accumulated deficit
                                                        (18,401,388)                   -         (18,401,388)
                                                    ---------------- -------------------- ------------------

            Total stockholders' deficit              $   (5,516,634)     $             -    $     (5,516,634)
                                                    ================ ==================== ==================



Effects on the Consolidated Statement of Operations

                             2005                          2005          2004                        2004
                          As Reported   Restatements   As Restated   As Reported   Restatements   As Restated
                                                                                

         Net loss          $2,164,815              -    $2,164,815     $(444,621)             -    $(444,621)
                          ===========    ===========    ==========   ===========    ===========   ==========
Weighted average
shares, basic             282,850,000   (277,193,000)    5,657,000   269,105,000   (263,723,000)   5,382,000
                          ===========    ===========    ==========   ===========    ===========   ==========
Weighted average
shares, diluted           283,989,000   (278,309,000)    5,680,000   269,105,000   (263,723,000)   5,382,000
                          ===========    ===========    ==========   ===========    ===========   ==========

Basic earnings (loss)
per share                       $0.01          $0.37         $0.38        $(0.00)        $(0.08)      $(0.08)
                          ===========    ===========    ==========   ===========    ===========   ==========

Diluted earnings
(loss) per share                $0.01          $0.37         $0.38        $(0.00)        $(0.08)      $(0.08)
                          ===========    ===========    ==========   ===========    ===========   ==========

                                       9



Item 2.  Management's Discussion and Analysis or Plan of Operation.

Form 10-KSB for the year ended June 30, 2005 incorporated herein by reference.

Forward-Looking Statements


This quarterly report on Form 10-QSB/A contains forward looking statements. The
words or phrases "would be," "will allow," "intends to," "will likely result,"
"are expected to," "will continue," "is anticipated," "estimate," "project," or
similar expressions are intended to identify "forward-looking statements".
Actual results could differ materially from those projected in the forward
looking statements as a result of a number of risks and uncertainties, including
those risks factors contained in our Form 10-KSB/A annual report at June 30,
2005, incorporated herein by reference. Statements made herein are as of the
date of the filing of this Form 10-QSB with the Securities and Exchange
Commission and should not be relied upon as of any subsequent date. Unless
otherwise required by applicable law, we do not undertake, and specifically
disclaim any obligation, to update any forward-looking statements to reflect
occurrences, developments, unanticipated events or circumstances after the date
of such statement.


Three Months Ended September 30, 2005 and 2004

Total revenues were $3,698,865 and $989,675 for the quarters ended September 30,
2005 and 2004, respectively, a 274% increase. Software license revenues were
$2,630,453 and $162,163 for the quarters ended September 30, 2005 and 2004,
respectively, a 1522% increase. This increase is primarily attributable to
software license sales to one customer, Cannon Equipment, during the quarter
ended September 30, 2005. Details of this software license sales transaction are
incorporated herein by reference to form 8K filed on August 11, 2005. License
sales in 2004 were attributed to two new and one existing customer. Maintenance
and support revenues were $608,446 and $623,492 for the quarters ended September
30, 2005 and 2004, respectively, a 2% decrease. This decrease is primarily
attributable to a two existing Action Manager customers reducing their
maintenance fees due to store closures. Software Maintenance and support for
Fresh Market Manager software increased by $51,083 during the quarter ending
September 30, 2005 over the same period in 2004. This was primarily due to the
Cannon Solutions Contract. The company has decided to report their ASP, (their
hosted solution), sales separately starting in Fiscal Year ending June 30, 2006
instead of previously including these amounts in maintenance and support
revenues. ASP revenues were $48,900 and $11,600 respectively for the quarters
ending September 30, 2005 and 2004, respectively, an increase of 322%. This
increase was the result of our success in the Perishable Manufacturing Channel
where we have signed 4 new contracts in the last 6 months. Consulting and other
revenue was $411,066 and $192,420 for the quarters ended September 30, 2005 and
2004, respectively, a 114% increase. This increase is spread evenly between
increased Action Manager and FMM implementation services and income from the
Cannon Equipment agreements.

Cost of revenues, as a percent of total revenues was 11% and 30% for the
quarters ended September 30, 2005 and 2004, respectively. This decrease in cost
of revenues as a percent of total revenues is primarily attributable to the
increased software license revenues during the quarter ended September 30, 2005
as compared to the same period in the prior year.

Research and development expenses were $235,909 and $256,081 for the quarters
ended September 30, 2005 and 2004 respectively, an 8% decrease. This decreased
expense reflects the fact that both Action Manager and FMM software suites have
had major releases completed in addition to the streamlining of our development
process.

Sales and marketing expenses were $283,200 and $293,394 for the quarters ended
September 30, 2005 and 2004, respectively, a 3% decrease. This decrease is
primarily due to one trade show being cancelled during September 2005 due to
weather problems. The company expects a slight increase in sales costs during
the second quarter due to the rescheduling of this trade show.

General and administrative expenses were $313,155 and $310,109 for the quarters
ended September 30, 2005 and 2004, respectively a 1% increase.

Liquidity and Capital Resources

The Company had a working capital deficit at September 30, 2005.

The company had net income of $2,164,815 versus a net loss of $444,621 for the
quarters ending September 30, 2005 and 2004 respectively. The company was able
to pay off the Triplenet Incorporated debt of $2,030,000 and reduce its accounts
payables from $628,398 as of June 30, 2005 to $173,914 during the quarter ended
September 30, 2005. The Company had interest expense of $297,135 and $274,558
for the quarters ending September 30, 2005 and 2004 respectively, an increase of
8%. This increase occurred because the prepayment of the Triplenet Incorporated
debt during the quarter ended September 30, 2005. To date, the Company has
financed its operations through operating revenues, loans from directors,
officers and stockholders, loans from the CEO and majority shareholder, and
private placements of equity securities. The Company may be unable to raise
additional equity capital until it achieves profitable operations and refinances
its debt. The Company anticipates that it will meet its working capital
requirements primarily through increased revenue, while controlling and reducing
costs and expenses. However, no assurances can be given that the Company will be
able to meet its working capital requirements.

                                       10


Item 3 - Controls and Procedures

         (a)      Evaluation of disclosure controls and procedures.

                  The Company maintains disclosure controls and procedure that
                  are designed to ensure that information required to be
                  disclosed in the Company's reports filed under the Securities
                  Exchange Act of 1934, as amended (the "Exchange Act"), is
                  recorded, processed summarized and reported within the
                  specified time periods. As of the end of the period covered by
                  this report, the Company carried out an evaluation, under the
                  supervision and with the participation of the Company's
                  management, including the Chief Executive Officer and Chief
                  Financial Officer, of the effectiveness of the design and
                  operation of these disclosure controls and procedures pursuant
                  to Rules 13a-15 and 15d-15(e) of the Exchange Act. Based on
                  the evaluation, the Company's Chief Executive Officer and
                  Chief Financial Officer concluded that the Company's
                  disclosure controls and procedures are effective.

                  While the Company believes that the disclosure controls
                  currently in place are adequate to prevent material
                  misstatements, the Company has found significant internal
                  control deficiencies in its accounting for pre-1999, fully
                  aged, and fully depreciated property, plant and equipment that
                  they will work to rectify in the coming year in preparation
                  for section 404 of the Sarbanes Oxley Act of 2002. As
                  previously stated in form 10-KSB/A for the Fiscal Year Ended,
                  dateYear2005Day30Month6June 30, 2005, the nature of the
                  deficiency is a result of disparities in the physical
                  identification of Pre-1999, PPE and their retention in the
                  fixed asset system. As such, the Company is reconciling those
                  items on hand and still in use, and will need to properly
                  account for the disposal of the fully depreciated assets that
                  are no longer employed in the normal course and scope of the
                  Company's operation. The Company maintains that there is no
                  material weakness or misstatement and expects to fully
                  reconcile the disparities by year's end while investigating
                  and employing a more official asset tracking software and
                  barcode system.

         (b)      Changes in internal controls.

                  The Company's Chief Executive Officer and Chief Financial
                  Officer have determined that there have been no changes in the
                  Company's internal control over financial reporting during the
                  period covered by this report identified in connection with
                  the evaluation described in the above paragraph that have
                  materially affected, or are reasonably likely to materially
                  affect, Company's internal control over financial reporting.


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                                       11


                           Part II - OTHER INFORMATION

Item 1 - Legal Proceedings

         None


Item 2 - Changes in Securities


         o        In July 2005 3,115 shares were issued per anti-dilution
                  agreement with the CEO.
         o        In August 2005 2,688 shares were issued to an employee in
                  lieu of cash compensation.



Item 5 - Other Information

         None



Item 6 - Exhibits (for the period 7/1/05 through 9/30/05)

Exhibit 3.1       Articles of incorporation (1)

Exhibit 3.2       By-laws (1)

Exhibit 3.3       Certificate of amendment

Exhibit 10.1      License Agreement, First Right of Offer Agreement and
                  Exclusivity Agreement with Cannon solution (2)

Exhibit 10.2      Employment agreement with Aaron Prevo (3)

Exhibit 14.1      Code of Ethics

Exhibit 31.1      Certification of Chief Executive Officer Pursuant to Section
                  302 of the Sarbannes-Oxley Act of 2002.

Exhibit 31.2      Certification of Chief Financial Officer Pursuant to Section
                  302 of the Sarbannes-Oxley Act of 2002.

Exhibit 32.1      Certification Pursuant to 18 U.S.C. Section 1350, as adopted
                  pursuant to Section 906 of the Sarbannes-Oxley Act of 2002.

Exhibit 32.2      Certification Pursuant to 18 U.S.C. Section 1350, as adopted
                  pursuant to Section 906 of the Sarbannes-Oxley Act of 2002.

(1) Incorporated by reference to Form DEF 14C filed on June 5, 2002
(2) Incorporated by reference to Form 8K filed on August 11, 2005
(3) Incorporated by reference to Form 10KSB/A filed on October 14, 2005 for the
    year ended June 30, 2005


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                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


Date:  September 13, 2006                     PARK CITY GROUP, INC

                                             By /s/  Randall K. Fields
                                             -----------------------------------
                                             Randall K. Fields, Principal
                                             Executive Officer & CEO Chairman of
                                             the Board and Director

Date:  September 13, 2006                    By /s/ William Dunlavy
                                             -----------------------------------
                                             William Dunlavy
                                             Chief Financial Officer and
                                             Secretary (Principal Financial
                                             Officer)



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                                       13