Exhibit 31.2

                      Park City Group, Inc. & Subsidiaries
          Certification Of Chief Executive And Chief Financial Officer
            Pursuant To Section 302 Of The Sarbanes-Oxley Act Of 2002

I, Peter Jensen, certify that:

         1. I have reviewed this quarterly report on Form 10-QSB for the period
ended December 31, 2003 of Park City Group, Inc.;

         2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the periods presented in this report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

         4. I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) for the registrant and have:

         a.   Designed such disclosure controls and procedures, or caused such
              disclosure controls and procedures to be designed under my
              supervision, to ensure that material information relating to the
              registrant, including its consolidated subsidiaries, is made known
              to us by others within those entities, particularly during the
              period in which this report is being prepared;

         b.   Evaluated the effectiveness of the registrant's disclosure
              controls and procedures and presented in this report our
              conclusions about the effectiveness of the disclosure controls and
              procedures, as of the end of the period covered by this report
              based on such evaluation; and

         c.   Disclosed in this report any change in the registrant's internal
              control over financial reporting that occurred during the
              registrant's most recent fiscal quarter that has materially
              affected, or is reasonably likely to materially affect, the
              registrant's internal control over financial reporting.

         5. I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

         a.   All significant deficiencies and material weaknesses in the design
              or operation of internal controls which are reasonably likely to
              adversely affect the registrant's ability to record, process,
              summarize and report financial information; and

         b.   Any fraud, whether or not material, that involves management or
              other employees who have a significant role in the registrant's
              internal control over financial reporting.


Date: February 17, 2004


/s/ Peter Jensen
- ------------------------
Chief Financial Officer