Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
FIELDS RANDALL K
 2. Issuer Name and Ticker or Trading Symbol
PARK CITY GROUP INC [PCYG.OB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
CHIEF EXECUTIVE OFFICER
(Last)
(First)
(Middle)

3160 PINEBROOK RD		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
06/30/2010
(Street)


PARK CITY, UT 84098		 4. If Amendment, Date Original Filed(Month/Day/Year)
08/16/2010		 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock             487,205 (1) D  
Common Stock             30,667 I By Spouse
Common Stock             2,688 I By Fields Management
Common Stock 11/05/2009   J5(2) 35,000 D $ 1.43 4,061,487 (1) I By Riverview Financial Corp.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock $ 10           07/16/2009   (3) Common Stock
203,297
  6,119
D
 
Series B Convertible Preferred Stock $ 10 06/30/2010   J4 (4) 349,626   06/30/2010   (5) Common Stock
874,065
$ 3 349,626
I
By Riverview Financial Corp.
Series B Convertible Preferred Stock $ 10 06/30/2010   J4 (4) 10,000   06/30/2010   (5) Common Stock
25,000
$ 4 10,000
I
By Spouse

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FIELDS RANDALL K
3160 PINEBROOK RD
PARK CITY, UT 84098		       CHIEF EXECUTIVE OFFICER  

Signatures

Randall K. Fields 09/16/2010
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Previously filed Form 5 reported incorrect amount of securities beneficially owned at the end of Park City Group's fiscal year.
(2) Shares were gifted to a third party.
(3) The Series A Convertible Preferred Stock remains convertible so long as the shares remain issued and outstanding.
(4) Shares were issued upon conversion of certain debt of Park City Group held by Mr. Fields.
(5) The Series B Convertible Preferred Stock remains convertible so long as the shares remain issued and outstanding.

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