FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period Ended September 30, 2002
Commission File Number 000-03718
PARK CITY GROUP, INC.
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(Exact name of small business issuer as identified 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
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(Address of principal executive offices) (Zip Code)
(435) 649-2221
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(Registrant's telephone number, including area code)
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 February 18, 2003
---------------------------- ----------------------------------
Common Stock, $.01 par value 199,719,400
2,316 shareholders
10-QSB for period ending 9/30/02 was due November 14, 2002. An extension was
filed on November 15, 2002.
PART 1 - FINANCIAL INFORMATION
Item 1 - Financial Statements & Notes to Financial Statements
Item 2 - Management Discussion and Analysis of Financial
Condition and Results of Operations
Item 3 - Quantative and Qualitative Disclosures about Market Risks
Item 4 - Controls and Procedures
PART II - OTHER INFORMATIONU
Item 1 - Legal Proceedings
Item 2 - Changes in Securities and use of Proceeds
Item 3 - Defaults Upon Senior Securities
Item 4 - Submission of Matters to a Vote of Security Holders
Item 5 - Other Information
Item 6 - Exhibits and Reports on Form 8-K
Exhibits 1 - 6
PART I -- FINANCIAL INFORMATION
PARK CITY GROUP, INC.
Index to Consolidated Condensed Financial Statements
Item 1. Financial Statements
Consolidated Condensed Balance Sheet as of September 30, 2002
(Unaudited) 3
Consolidated Condensed Statement of Operations for the
three months ended September 30, 2002(unaudited) 5
Consolidated Condensed Statement of Cash Flows for the
three months ended September 30, 2002 and 2001 (unaudited) 6
Consolidated Condensed Statement of Stockholders' Deficit 7
Notes to Consolidated Condensed Financial Statements 8
2
PARK CITY GROUP, INC.
Consolidated Condensed Balance Sheet
(Unaudited)
September 30, 2002
------------------
Assets
Current assets:
Cash and cash equivalents $ 31,481
Trade receivables, net of allowance of $74,744 863,022
Prepaid expenses and other current assets 56,765
---------------
Total current assets 951,268
Property and equipment, net 149,667
Deposits 33,802
Capitalized software costs, net 2,827,101
---------------
$ 3,961,838
===============
See accompanying notes to consolidated financial statements
3
PARK CITY GROUP, INC.
Consolidated Condensed Balance Sheet
(Unaudited)
September 30, 2002
------------------
Liabilities and Stockholders' Deficit
Current liabilities:
Line of credit $ 687,500
Note payable 1,751,229
Accounts payable 867,071
Accrued liabilities 532,767
Deferred revenue 929,717
---------------
Total current liabilities 4,768,284
Related party notes payable 3,260,714
Accrued interest on related party notes payable 688,497
---------------
Total liabilities 8,717,495
---------------
Commitments and contingencies -
Stockholders' deficit:
Preferred stock; $.01 par value, 30,000,000 shares authorized, none issued -
Common stock, $0.01 par value, 300,000,000 shares authorized; 176,343,232
issued and outstanding 1,890,100
Additional paid-in capital 5,877,277
Stock subscriptions receivable (1,068,200)
Treasury stock, 100,000 shares (30,000)
Accumulated deficit (11,424,834)
---------------
Total stockholders' deficit: (4,755,657)
---------------
$ 3,961,838
===============
See accompanying notes to consolidated financial statements
4
PARK CITY GROUP, INC.
Consolidated Condensed Statement of Operations
(Unaudited)
Three Months Ended Three Months Ended
September 30, September 30,
2002 2001
--------------- ---------------
Revenues:
Software licenses $ 872,117 $ 1,231,558
Maintenance and support 464,000 460,928
Consulting and other 102,679 45,555
--------------- ---------------
1,438,796 1,738,041
Cost of revenues 82,407 193,110
--------------- ---------------
Gross profit 1,356,389 1,544,931
Operating expenses:
Research and development 119,564 237,263
Sales and marketing 380,421 353,892
Selling, general and administrative expenses 570,564 373,167
--------------- ---------------
Total operating expenses 1,070,549 964,322
--------------- ---------------
Income from operations 285,840 580,609
--------------- ---------------
Other income (expense):
Interest income (expense) (364,606) (160,415)
--------------- ---------------
Income (loss) before income taxes (78,766) 420,194
--------------- ---------------
Income tax (expense) benefit
Current - -
Deferred - (164,000)
--------------- ---------------
Net Income (loss) $ (78,766) $ 256,194
--------------- ---------------
Weighted average shares, basic 176,343,000 149,277,000
--------------- ---------------
Weighted average shares, diluted 176,343,000 149,278,000
--------------- ---------------
Basic earnings (loss) per share $ (0.00) $ 0.00
=============== ===============
Diluted Earnings (loss) per share $ (0.00) $ 0.00
=============== ===============
See accompanying notes to consolidated financial statements
5
PARK CITY GROUP, INC.
Consolidated Condensed Statement of Cash Flows
(Unaudited)
Three Months Ended September 30,
2002 2001
------------- ---------------
Cash Flows From Operating Activities:
Net (loss) income $ (78,766) $ 256,194
Adjustments to reconcile net (loss) income to net cash provided
by (used in) operating activities:
Depreciation and amortization 27,290 43,117
Bad debt expense 17,909 -
------------- ---------------
Gain on forgiveness of debt - -
Loss on disposition of assets - 1,528
Deferred income taxes - 164,000
Stock issued for services 205,417 -
Amortization of interest discount on debt 13,028 -
Amortization of warrant discount on debt 59,241 -
Amortization of beneficial conversion feature - -
Decrease (increase) in:
Trade receivables (145,167) (20,658)
Related party receivables - 19,032
Prepaid and other assets (16,535) (72,105)
Stock subscription receivable - -
Deposits - -
Increase (decrease) in:
Accounts payable 299,923 (148,588)
Accrued liabilities 98,521 14,207
Related party payable (100,000) -
Deferred revenue (567,651) (1,097,351)
Accrued interest, related party 209,328 81,518
------------- ---------------
Net cash provided by (used in) operating 22,538 (759,106)
activities
Cash Flows From Investing Activities:
Purchase of property and equipment - (16,520)
Capitalization of software costs (470,294) (350,872)
------------- ---------------
Net cash used in investing activities (470,294) (367,392)
------------- ---------------
Cash Flows From Financing Activities:
Net increase (decrease) in line of credit (62,500) 395,000
Receipt of subscription receivable - 206,800
Purchase of treasury stock - -
Proceeds from debt - 75,000
Proceeds from convertible promissory note -
Payments on notes payable and capital leases (134,236) (1,663)
Deposit on unissued stock - 300,000
Proceeds from issuance of bridge loans 535,001 -
------------- ---------------
Net cash provided by financing activities 338,265 975,137
Net increase in cash and cash equivalents (109,491)
Cash and cash equivalents at beginning of period 140,971 218,482
------------- ---------------
Cash and cash equivalents at end of period $ 31,481 $ 67,121
============= ===============
See accompanying notes to financial statements
6
Park City Group, Inc.,
Consolidated Statement of Stockholders' Deficit
Year ended June 30, 2002,
Six Months ended June 30, 2001,
Year ended December 31, 2000 and
Three Months ended September 30, 2002
Common Stock Additional
------------------------- Paid-in Subscription Treasury Accumulated
Shares Amount Capital Receivable Stock Deficit Total
------------ ------------ ------------ ------------- ---------- ------------- ------------
Balance January 1, 2000 109,623,600 $1,096,236 $5,198,298 $ - $ - $ (8,853,582) $(2,559,048)
Net Income - - - - - 1,394,406 1,394,406
----------- ---------- ---------- ------------ -------- ------------ -----------
Balance, December 30, 2000 109,623,600 1,096,236 5,198,298 - - (7,459,176) (1,164,642)
Acquisition of Fresh - - (5,073,936) - - - (5,073,936)
Market Manager
Acquisition of Amerinet 39,300,023 393,000 1,574,589 (1,323,200) - - 644,389
Group.com,, Inc.
Common stock issued for 352,941 3,530 130,588 - - - 134,118
debt
Net Loss - - - - - (629,632) (629,632)
----------- ---------- ---------- ------------ -------- ------------ -----------
Balance June 30, 2001 149,276,564 1,492,766 1,829,539 (1,323,200) - (8,088,808) (6,089,703)
Common stock issued for:
Cash 10,466,667 104,667 2,072,083 - - - 2,176,750
Services 566,667 5,667 67,333 - - - 73,000
Cancellation of rights 4,466,667 44,667 (44,667) - - - -
Conversion of debt 11,666,667 116,667 1,456,795 - - - 1,573,462
Beneficial conversion - - 233,334 - - - 233,334
feature
Payment on stock - - - 255,000 - - 255,000
subscription receivable
Purchase of treasury stock (100,000) - - - (30,000) - (30,000)
Net Income - - - - - (3,390,760) (3,390,760)
----------- ---------- ---------- ------------ -------- ------------ -----------
Balance June 30, 2002 176,343,232 1,764,434 5,614,417 (1,068,200) (30,000) (11,479,568) (5,198,917)
Warrants issued in bridge - - 183,109 - - - 183,109
notes
Anti-dilution shares 4,108,334 41,083 164,334 - - - 205,417
issued to Board members
Anti-dilution shares 8,458,334 84,583 (84,583) - - - -
issued to Andersen
Weinroth
Net income - - - - - 54,734 54,734
----------- ---------- ---------- ------------ -------- ------------ -----------
Balance, September 30, 2002 188,909,900 $1,890,100 $5,877,277 $ (1,068,200) $(30,000) $(11,424,834) $(4,755,657)
=========== ========== ========== ============ ======== ============ ===========
See accompanying notes to consolidated financial statements
7
PARK CITY GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2002
Note 1 - Unaudited Financial Statements
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for quarterly financial
statements. 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, 2002 Annual Report on Form 10-KSB.
Note 2 - Non Cash Transactions
In connection with the Bridge Notes issued in August 2002 (see note 3), the
Company recorded a $40,268 discount related to the 7% interest discount at which
the notes were financed. The Company also recorded a $183,109 expense related to
the fair value of the warrants. For the period from the date of the Bridge Notes
to September 30, 2002, the Company amortized $13,028 of the interest discount,
and $59,241 of the warrants discount.
The Company issued 8,458,334 shares of common stock issued pursuant to
anti-dilution rights to AW Fields Acquisition (see note 3), and was recorded as
an increase to common stock and decrease to additional paid-in capital of
$84,583.
The Company issued 4,108,334 shares of common stock pursuant to anti-dilution
rights to an officer and directors (see note 3), which was recorded as an
increase to common stock of $41,083, an increase to additional paid-in capital
of $164,334 and an expense of shares issued for services of $205,417, which was
included in general and administrative expense during the three months ended
September 30, 2002.
Note 3 - Related party Transactions
In August 2002 in an effort to improve the capitalization and meet the Company's
obligations the Company issued approximately $575,000 in Bridge Note financing,
at an interest rate of 10% per annum, a due date of December 15, 2002 and was
issued at a 7% discount. This financing carried warrants to purchase 5,350,000
common shares at $.10 per share, expiring in August 2007. The discount from the
warrants was determined to be $183,109, which was to be amortized into interest
over the term of the Bridge Notes. Total interest expense will include the 7%
interest discount, 10% interest rate and $183,109 warrants discount of $242,553,
and an effective annual interest rate of 49%. The bridge note participants are
previous investors, current directors, and/or an officer of the Company. The
officer also advanced $200,000 to the Company, holds an approximate $215,000
bridge note payable and was issued 2,000,000 of the attached warrants.
As a result of the price of Bridge Note A warrants being issued at $.10 per
share the antidilution rights associated with the sale of shares made earlier in
the year ( AW Fields Acquisition and private placement including directors and
officer) were triggered. Resulting in 12,556,667 additional shares being issued
and the number of shares to be purchased under warrants with antidilution rights
increased by 8,458,334 shares, the warrant price to purchase a total of
20,125,001 common shares was reduced to $.10 . The officer of the Company
received 1,450,000 of the additional 12,556,667 shares, and the directors
received 2,658,334 of the additional 12,556,667 shares. The additional shares
issued to both the officer and directors were valued at $205,417 and were
included in general and administrative expenses in the income statement for the
three months ended September 30, 2002.
Note 4 - Subsequent Events
In November 2002, Bridge Note A (see note 3) was repaid and replaced with a new
Bridge Note totaling $739,000 at an interest rate of 10% per annum, a due date
of July 31, 2003 and was issued at a 7.5% discount. The new Bridge Note B
carried warrants to purchase 19,972,451 shares of common stock at $.04 per
share, expiring in November 2007. The discount from the warrants was determined
to be $738,981, which is to be amortized into interest over the term of the
Bridge Note B. Total interest expense will include the 7.5% interest discount,
10% interest and $738,981 warrants discounts is $848,829, and an effective
annual interest rate of 110%.
As a result of the price of the warrants in Bridge Note B being $.04 per share
this triggered the anti-dilution rights associated with warrants of the first
Bridge Note and the anti-dilution rights associated with the sale of shares made
earlier in the year (AW Fields Acquisition and private placement including
directors and officer). As a result an additional 12,814,286 common shares were
issued and the number of shares to be purchased under warrants with
anti-dilution rights increased by 8,625,000 shares, the warrant price to
purchase a total of 28,750,001 and 5,350,000 common shares were reduced to $.07
and $.04 per share, respectively. The AW Fields Acquisition agreement allows for
the further anti-dilution right to the $.04 per share level, but AW Fields
Acquisition has waived this right for this transaction.
7
In December 2002, the Company obtained a $2,000,000 note payable funding from a
related party who is an existing shareholder, a $250,000 advance from an officer
and a credit facility of $200,000 from an officer. The proceeds were used to
repay other outstanding notes payable of approximately $2,119,000, and to fund
working capital needs. The $2,000,000 note payable has an interest rate of 18%,
a due date of December 24, 2004, and monthly interest only payments until the
due date. The $250,000 advance and the $200,000 credit facility have an interest
rate that shall be no greater than 18% and a due date no sooner than December
24, 2004. As a result of the new $2,000,000 note payable, the Company incurred a
fee paid in 3,809,524 shares of common stock and a warrant to purchase 7,142,857
shares of common stock, exercisable at $0.07 per share, immediately exercisable
and expiring in December 2004. The discount from the warrants was determined to
be $179,711, which is to be amortized into interest expense over the two-year
term of the note. The value of the shares of common stock issued as a finders
fee have a fair market value of $152,381, which is to be amortized into expense
over the two-year term of the note. Total interest expense including the 18%
interest and $179,711 warrants discount is $899,711, or an effective annual
interest rate of 23%.
Forward-Looking Statements
This quarterly report on Form 10-QSB contains forward looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. 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" within the meaning of the Private
Securities Litigation Reform Act of 1995. 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 annual report at June 30, 2002. 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.
Item 2. Management's Discussion and Analysis or Plan of Operation.
Reference 10-KSB for year ending 06/30/02 - Exhibit to this filing
Three Months Ended September 30, 2002 and 2001
During the three months ending September 30,2002, we had total revenues of
$1,438,796 compared to $1,738,041 for the same period in 2001. As the Fresh
Market Manager application reached market maturity, the focus of the sales
organization was directed specifically to cultivating prospects in the
perishable departments of the supermarket and grocery segment. This market
segment, somewhat lacking in technical sophistication, requires a more time
consuming educational sales process than we previously estimated. As a result,
sales opportunities we anticipated happening in the three months ending
September 30, 2002 have been delayed and have caused a decrease in software
revenues from the previous year's comparable period. There was no relevant
change in Maintenance and Support revenue. The average customer of Park City
Group purchases maintenance support services for 5 years. Consulting revenue in
the three months ending September 30,2002 increased to $102,679 vs. $45,555 for
the same period in 2001. The consulting organization experienced an increase in
revenues generated due to the services provided to customers who had entered
into consulting agreements that required product configuration and some product
customization to meet specific business requirements.
Research and development expenses after capitalization of software development
costs, for the three months ended September 30, 2002 were $119,564 compared with
$237,263 during the comparable period in 2001. The reduction in R&D expense
during this period can be attributed to the additional capitalization for
software development.
The Quarter ended September 30, 2002 had selling, general and administrative
expenses of $570,564 as compared to $373,167 for the same period ended 2001. The
increase is due to 4,108,334 shares of common stock valued at $205,417 issued to
certain directors and an officer and major shateholder pursuant to anti-dilution
provisions held by these individuals.
Liquidity and Capital Resources
Reference 10-KSB for year ending 06/30/02. As noted within the 10-KSB, the
following item included in the subsequent events describes a key transaction to
address significant outstanding obligations and provide for increased working
capital. In part, the text is as follows: "In December 2002, the Company
obtained a $2,000,000 note payable funding from a related party, a $250,000
advance from an officer and a credit facility of $200,000 from an officer. The
proceeds were used to repay other outstanding notes payable of approximately
$2,119,000, and to fund working capital needs." Additional description may be
viewed in the 8-K dated December 31, 2002.
8
Additionally, as noted in the 10-KSB , activities have been initiated to address
the operating expenses. In part this action is described as, "The Company has
reduced its overall monthly operating costs by approximately $90,000 per month
subsequent to June 30, 2002. A combination of efforts to judiciously monitor,
control and where appropriate reduce ongoing expenses has been adopted by the
Company's management team. For example, in June, 2002 the Company reduced
management and staff headcount, reduced travel expenses, and established new
policies for customer related travel and enforced budgetary constraints on all
operating expenses."
Item 3 - Quantitative and Qualitative Disclosures about Market Risk
Reference 10-KSB for year ending 6/30/02
Item 4 - Controls and Procedures
(a) Evaluation of disclosure controls and procedures.
Randall K. Fields who serves as Park City Group's chief executive officer and
Edward Dmytryk who serves as Park City Group's chief financial officer, after
evaluating the effectiveness of Park City Group's disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14(c) and 15d-14(c) as of a
date within 90 days of the filing date of the quarterly report (the "Evaluation
Date") concluded that as of the Evaluation Date, Park City Group's disclosure
controls and procedures were adequate and effective to ensure that material
information relating to Park City Group and its consolidated subsidiaries would
be made known to them by others within those entities, particularly during the
period in which this quarterly report was being prepared.
(b) Changes in internal controls.
There were no significant changes in Park City Group's internal controls or in
other factors that could significantly affect Park City Group's disclosure
controls and procedures subsequent to the Evaluation Date, nor any significant
deficiencies or material weaknesses in such disclosure controls and procedures
requiring corrective actions. As a result, no corrective actions were taken.
Part II - OTHER INFORMATION
Item 1 - Legal Proceedings
Debra Elenson vs. Fields Technologies, and Randall K. Fields (Filed -January
2002, in the Circuit Court of the 11th Judicial Circuit in and for Dade County,
Florida): The plaintiff alleges, among other causes of actions, that a private
placement memorandum pursuant to which the plaintiff had purchased shares of
Fields Technologies, contained financial statements which were not prepared in
accordance with generally accepted accounting principles and the requirements of
SEC regulation S-X. The plaintiff alleges fraud, misrepresentation, unregistered
sales of securities and other causes of actions. The plaintiff seeks a
rescission of her investment in the company, damages and legal fees. The
defendants deny each of plaintiff's allegations, belief that the plaintiff's
claims have no merit and will vigorously defend the matter. The case has been
removed to the federal district court in Florida.
Lawrence A. Locke et al vs. Market Watch Corporation, and Fields Technologies,
Inc. (Filed - September 2001, in the Circuit Court of Oregon in Multnomah
County): The plaintiff alleges, among other causes of action, that the
defendants sent or caused to be sent unsolicited facsimile advertisement in
violation of the Telephone Consumer Protection Act. The plaintiff is seeking to
have the case certified as a class action and is looking for damages caused by
wear and tear of his facsimile machine and use of phone lines, toner, ink,
paper, etc. This matter was settled in September 2002 for a nominal amount.
In August 2002, the Company filed legal action against The Yankee Companies,
Inc. et al. The defendants were entities and individuals involved in the
reorganization of Amerinet and its acquisition of control of Park City Group
(Delaware). These causes of actions include: violation of Florida's Securities
and investor Protection Act, Fraud, negligent misrepresentation, violation of
Federal Securities Acts 1933 and 1934 and breach of promissory note. This action
has been filed in the State of Utah but is in the preliminary stages of
discovery.
Approximately two weeks following the filing of the complaint against Yankee
Companies, the Company was served with a complaint by Yankee Companies and
others, alleging sales of unregistered securities, securities fraud,
registration violations, fraud negligent misrepresentation, and breach of loan
agreement. On or about February 5, 2003 the case was dismissed based on the fact
that the Utah case filed by the Company was filed first and all issues can be
argued in that case.
Item 2 - Changes in Securities
Please reference 10-KSB for year ending 6/30/02 incorporated by
reference.
Item 3 - Defaults Upon Senior Securities
Please reference 10-KSB for year ending 6/30/02 incorporated by
reference.
Item 4 - Submission of Matters to Vote of Security Holders
Please reference 10-KSB for year ending 6/30/02 incorporated by
reference.
Item 5 - Other Information
Please reference 10-KSB for year ending 6/30/02 incorporated by
reference.
9
Item 6 - Exhibits and Reports on Form 8-K (for period 7/1/02 through 9/30/02)
Items below incorporated by reference.
Exhibit 1 - Please reference 10-KSB for year ending 6/30/02 as an exhibit to
this filing
Exhibit 2 - On August 7, 2002 Fields Technologies Inc., issued the press release
changing its name from Fields Technologies, Inc., to Park City Group, Inc. and
reincorporated in Nevada. Incorporated by reference as an Exhibit to this
filing.
Exhibit 3 - On August 16, 2002, the Company completed a private offering
consisting of $535,000 in promissory notes and warrants to purchase 5,350,000 of
the Company's Common stock at $.10 per share. The note and warrant are a
non-registered offering made in reliance on Section 4(2) of the Securities Act
of 1933, as amended, and/or Rule 506 promulgated thereunder. The Company intends
to use the net proceeds generated from the notes for working capital, capital
expenditures and debt reduction. Incorporated by reference as an Exhibit to this
filing.
Exhibit 4 - On October 15, 2002 the Company filed a Current Report on Form 8-K
dated October 15, 2002 disclosing under Item 9 that Ed Dmytryk was appointed
acting chief financial officer and will continue to fulfill his duties on the
Board of Directors but resigned his position as Chairman and member of the
Board's Audit Committee. In addition, Anthony E. Meyer was approved as new
member of the Board of Directors, replacing the resigning Stephen D. Weinroth.
Exhibit 5 - On November 27, 2002 the Company filed a Current Report on Form 8-K
dated November 27, 2002 disclosing under Item 9 the repayment of the August 16,
2002 bridge financing and replacing it with a private offering of $798,898 in
notes payable with warrants to purchase 19,972,451 shares of common stock at
$.04 per share in bridge financing.
Exhibit 6 - On January 2, 2003, the Company filed a Current Report on Form 8-K
dated December 31, 2002 disclosing under Item 9 the restructuring of a portion
of the company's long-term debt. The company has structured a $2.25 million loan
package that retired its debt to Cooper Capital Incorporated and to Bank One
Corporation. The loan package was structured with Whale Investments, LTD.
10
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: February 20, 2003 FIELDS TECHNOLOGIES, INC.
By /s/ Randall K. Fields
-------------------------------------------
Randall K. Fields, President and
Chief Executive Officer
Date: February 20, 2003 By /s/ Edward C. Dmytryk
-------------------------------------------
Edward C. Dmytryk,
Director and acting Chief Financial Officer
11
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, Randall K. Fields certify that
I have received this quarterly report on Form 10-Q of Park City Group,
Inc.:
1. Based on my knowledge, this quarterly 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 period covered by this
quarterly report;
2. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report:
3. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act rules 13a-14 and 15d-14) for the registrant and we have:
a. Designed such disclosure controls and procedures to ensure
that materials 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 quarterly report is being prepared;
b. Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c. Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
4. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weakness in internal controls; and
b. any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
5. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: February 20, 2003
/s/ Randall K. Fields
-----------------------------------------
President and Chief Executive Officer
12
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, Edward C. Dmytryk
I have received this quarterly report on Form 10-Q of Park City Group,
Inc.:
1. Based on my knowledge, this quarterly 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 period covered by this
quarterly report;
2. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report:
3. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act rules 13a-14 and 15d-14) for the registrant and we have:
a. Designed such disclosure controls and procedures to ensure
that materials 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 quarterly report is being prepared;
b. Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c. Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
4. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weakness in internal controls; and
b. any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
5. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: February 20, 2003
/s/ Edward C. Dmytryk
---------------------------------------------
Director and Acting Chief Financial Officer
13
Park City Group, Inc. & Subsidiaries
Certification Pursuant To
18 U.S.C. Section 1350, As Adopted Pursuant To
Section 906 Of The Sarbanes-Oxley Act Of 2002
In connection with the Quarterly Report of Park City Group, Inc. (the "Company")
on form 10-Q for the three months ending September 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Randall
K. Fields, Chief Executive Officer, certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in
all material respects, the financial condition and result of
operations of the Company.
Dated: February 20, 2003
/s/ Randall K. Fields
-------------------------------------------
President and Chief Executive Officer
(Balance of page intentionally left blank)
14
Park City Group, Inc. & Subsidiaries
Certification Pursuant To
18 U.S.C. Section 1350, As Adopted Pursuant To
Section 906 Of The Sarbanes-Oxley Act Of 2002
In connection with the Quarterly Report of Park City Group, Inc. (the "Company")
on form 10-Q for the period ending September 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Edward
C. Dmytryk, acting Chief Financial Officer of the Company, certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley
Act of 2002, that:
(1) The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in
all material respects, the financial condition and result of
operations of the Company.
Dated: February 20, 2003
/s/ Edward C. Dmytryk
---------------------------------------------
Director and Acting Chief Financial Officer
(Balance of page intentionally left blank)
15