May 13, 2013
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mark P. Schuman, Branch Chief — Legal
RE:
Park City Group, Inc.
Pre-Effective Amendment No. 1 to
Registration Statement on Form S-3
Filed April 15, 2013
File No. 333-187902
Dear Mr. Schuman:
The following is in response to the request of Jan Woo, Attorney-Advisor, made verbally to Daniel W. Rumsey, counsel to Park City Group, Inc. (the “Company”) on Friday, May 10, 2013, to remove certain undertakings, as required by Item 512 of Regulation S-K, set forth in the Pre-Effective Amendment No. 1 to the Registration Statement on Form S-3 (the “Registration Statement”), filed by the Company on May 3, 2013.
Contemporaneously with the filing of this letter, the Company is filing Pre-Effective Amendment No. 2 to the Registration Statement to: (i) respond to Ms. Woo’s comment, (ii) update certain risk factors with information filed in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, and (iii) update certain information in the Selling Stockholder’s table (the “Amendment”). The Company is also requesting acceleration of the effective date of the Registration Statement.
In response to Ms. Woo’s comment, the undertakings related to the initial distribution of securities in subsection (5), and the undertakings related to warrant and rights offerings in subsection (c) have been removed in the Amendment.
We hereby acknowledge that the Company is responsible for the adequacy of the disclosure in the Amendment; Staff comments or changes to disclosure in response to Staff comments do not foreclose the SEC from taking action with respect to the Amendment; and the Company may not assert comments as a defense in any proceeding initiated by the SEC or any person under federal securities laws of the United States.
If you have any questions or would like to discuss the responses, please contact the undersigned at (435) 645-2000.
Very truly yours,
/s/ Edward L. Clissold
Edward L. Clissold
Chief Financial Officer,
Secretary and General Counsel
Park City Group, Inc.
cc:
Daniel W. Rumsey
Managing Partner
Disclosure Law Group, LLP