8-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exachange Act of 1934

Date of Report (Date of earliest event reported): June 30, 2015

PARK CITY GROUP, INC.

(Exact name of Registrant as specified in its Charter)

Nevada	000-03718	37-1454128
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

299 South Main Street, Suite 2370, Salt Lake City, Utah 84111

(Address of principal executive offices)

(435) 645-2000

(Registrant’s Telephone Number)

Not Applicable

(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTE

Effective May 12, 2015, Park City Group, Inc. (the “Company”) entered into Securities Purchase Agreements with the existing shareholders (the “Shareholders”) of ReposiTrak, Inc., a Utah corporation (“ReposiTrak”), to purchase all issued and outstanding capital stock of ReposiTrak from the Shareholders for an aggregate purchase price of 873,438 shares of the Company’s common stock, par value $0.01 per share, (the “Acquisition”). The Acquisition was completed on June 30, 2015.

On July 1, 2015 we filed a Current Report on Form 8-K pursuant to Item 2.01 of Form 8-K (the “Initial 8-K”) reporting the completion of the Acquisition and stating that the financial statements required by Item 9.01(a) and the pro forma financial information required by Item 9.01(b) of Form 8-K would be filed by amendment within 71 calendar days after the date on which the Initial 8-K was required to be filed. This amended Current Report on Form 8-K/A contains the required financial statements and pro forma financial information.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

The audited financial statements of ReposiTrak as of and for the years ended June 30, 2015 and 2014, and the notes related thereto are filed as Exhibit 99.1 hereto and incorporated by reference herein.

(b) Pro-Forma Financial Information

The unaudited pro-forma financial information giving effect to the acquisition of ReposiTrakas of June 30, 2015 and 2014 required by this Item is filed as Exhibit 99.2 hereto and incorporated by reference herein.

(d) Exhibits

See Exhibit Index.

Forward-looking statements

This Current Report on Form 8-K/A contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. These forward-looking statements are subject to a number of risks, uncertainties and assumptions. If such risks or uncertainties materialize, or such assumptions prove incorrect, our results and those of our consolidated subsidiaries could differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including statements about the expected benefits and costs of the Acquisition; statements about our plans relating to the Acquisition; statements about the future financial and accounting impact of the Acquisition; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include the possibility that the expected costs and benefits of the Acquisition may not materialize as expected; the risk that preliminary financial reporting estimates and assumptions may prove to be incorrect; and other risks that are described in our reports that are filed with the Securities and Exchange Commission, including, but not limited to, the risks described in our Annual Report on Form 10-K for the fiscal year ended June 30, 2015, and our other filings with the Securities and Exchange Commission. We assume no obligation and do not intend to update these forward-looking statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PARK CITY GROUP, INC.
Date: September 15, 2015	By:	/s/ Edward L. Clissold
		Edward L. Clissold
		Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	The audited financial statements of ReposiTrak, Inc. as of and for the years ended June 30, 2015 and 2014.
99.2	The unaudited pro forma condensed combined financial information of Park City Group, Inc. for the fiscal year ended June 30, 2015.

EX-99.1

EXHIBIT 99.1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

ReposiTrak, Inc.

Salt Lake City, Utah

We have audited the accompanying balance sheets of ReposiTrak, Inc. as of June 30, 2015 and 2014 and the related statements of operations, stockholders' deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ReposiTrak, Inc. as of June 30, 2015 and 2014, and the results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 10 to the financial statements, the Company has a working capital deficit, a deficit in stockholders’ equity and has sustained recurring losses from operations.  This raises substantial doubt about the Company's ability to continue as a going concern.  Management's plans with regard to these matters are also described in Note 10.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ HJ & Associates, LLC

HJ & Associates, LLC

Salt Lake City, Utah

September 14, 2015

REPOSITRAK, INC.

Condensed Balance Sheets

Assets	June 30, 2015			June 30, 2014
Current Assets:
Cash and cash equivalents	$	31,119		$	296,671
Receivables, net of allowance of $44,000 and $23,000 at June 30, 2015 and 2014, respectively		152,340			135,035
Prepaid expense and other current assets		17,500			24,097
Total current assets		200,959			455,803
Total assets	$	200,959		$	455,803
Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
Accounts payable	$	600,775		$	745,532
Deferred revenue		598,232			200,849
Notes and accrued interest payable, related party		-			345,842
Current portion of long-term debt and accrued interest, net of discount of $0 and $43,550 at June 30, 2015 and    2014, respectively		2,943,282			2,550,922
Total current liabilities		4,142,289			3,843,145
Long-term liabilities:
Notes and accrued interest payable, less current portion		2,619,726			402,192
Total liabilities		6,762,015			4,245,337
Commitments and contingencies
Stockholders' equity (deficit):
Common stock, $0.001 par value, 10,000,000 shares authorized; 452,624 issued and outstanding at June 30, 2015 and 2014, respectively.		453			453
Additional paid-in capital		2,532,545			2,111,573
Accumulated deficit		(9,094,054	)		(5,901,560	)
Total stockholders’ equity (deficit)		(6,561,056	)		(3,789,534	)
Total liabilities and stockholders’ equity (deficit)	$	200,959		$	455,803

See accompanying notes to condensed financial statements.

REPOSITRAK, INC.

Condensed Statements of Operations

	For the years ended June 30,
		2015		2014
Revenue		$	787,651	$	179,715
Operating expenses:
Cost of revenue and product support			1,638,581		1,616,078
Selling, general, and administrative			1,960,658		1,273,579
Total operating expense			3,599,240		2,889,657
Loss from operations			(2,811,589)		(2,709,942)
Other income (expense):
Interest expense, net			(380,905)		(252,554)
Total other income (expense)			(380,905)		(252,554)
Loss before income taxes			(3,192,494)		(2,962,496)
Provision for income taxes			-		-
Net (loss) income		$	(3,192,494)	$	(2,962,496)

See accompanying notes to condensed financial statements.

REPOSITRAK, INC.

Condensed Statements of Stockholders’ Deficit

	Common Stock				Additional Paid-In		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance, June 30, 2013		405,003	$	405	$	1,111,592	$	(2,939,064	)	$	(1,827,067	)
Stock issued for:
Cash		47,621		48		999,981		-			1,000,029
Net income		-		-		-		(2,962,496	)		(2,962,496	)
Balance June 30, 2014		452,624		453		2,111,573		(5,901,560	)		(3,789,534	)
Contributed Capital		-		-		420,972		-			420,972
Net loss		-		-		-		(3,192,494	)		(3,192,494	)
Balance, June 30, 2015		452,624	$	453	$	2,532,545	$	(9,094,054	)		(6,561,056	)

See accompanying notes to condensed financial statements.

REPOSITRAK, INC

Condensed Statements of Cash Flows

	For the years ended June 30,
		2015			2014
Cash Flows from Operating Activities:
Net loss	$	(3,192,494	)	$	(2,962,496)
Adjustments to reconcile net loss to net cash used in operating activities:
Bad debt expense		21,000			23,000
Amortization of discounts on debt		43,550			52,288
Decrease (increase) in:
Trade receivables		(38,305)			(142,485)
Prepaids and other assets		6,597			(24,097)
(Decrease) increase in:
Accounts payable		(144,756)			377,035
Accrued interest payable		337,387			200,306
Deferred revenue		397,383			192,940
Net cash used in operating activities		(2,569,638)			(2,283,509)
Cash Flows From Investing Activities		-			-
Net cash provided by (used in) investing activities		-			-
Cash Flows From Financing Activities:
Proceeds from issuance of stock		-			1,000,029
Proceeds from issuance of notes payable		2,604,086			1,200,000
Payments on notes payable		(300,000)			-
Net cash provided by financing activities		2,304,086			2,200,029
Net decrease in cash and cash equivalents		(265,552)			(83,481)
Cash and cash equivalents at beginning of period		296,671			380,152
Cash and cash equivalents at end of period	$	31,119		$	296,671
Supplemental Disclosure of Cash Flow Information:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-
Forgiveness of debt contributed to captial	$	420,972		$	-

See accompanying notes to condensed financial statements.

REPOSITRAK, INC

Notes to Condensed Financial Statements

June 30, 2015 and June 30, 2014

NOTE 1. DESCRIPTION OF BUSINESS AND RECENT EVENTS

Summary of Business

ReposiTrak, Inc. (the "Company" or "ReposiTrak") is incorporated in the state of Utah and is a wholly owned subsidiary of Park City Group, Inc., a Nevada Corporation ("Park City Group").  The Company is an internet-based solution that enables all participants in the farm-to-table supply chain to easily manage records management and regulatory compliance, as well as enables traceability as products and their ingredients as they move between trading partners.  In addition, the ReposiTrak solution provides food retailers and suppliers with a robust solution to help protect their brands and remain in compliance with rapidly evolving regulations in the Food Safety Modernization Act.  The principal markets for the Company's products are suppliers, distributors, and manufacturing companies throughout the food and drug supply chain, which have operations in North America.

Recent Developments

Acquisition by Park City Group, Inc.

Effective June 30, 2015, Park City Group entered into agreements with each of the stockholders of ReposiTrak to acquire all of the outstanding capital stock of ReposiTrak in exchange for shares of Park City Group’s common stock.  On June 30, 2015, the Company completed the sale and is now a wholly owned subsidiary of Park City Group.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that materially affect the amounts reported in the financial statements.  Actual results could differ from these estimates.  The methods, estimates and judgments the Company uses in applying its most critical accounting policies have a significant impact on the results it reports in its financial statements.  The Securities and Exchange Commission has defined the most critical accounting policies as those that are most important to the portrayal of the Company’s financial condition and results, and require the Company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain.  Based on this definition, the Company’s most critical accounting policies include:  income taxes and revenue recognition.

Cash and Cash Equivalents

The Company considers all short-term instruments with an original maturity of three months or less to be cash equivalents.

Concentration of Credit Risk and Significant Customers

The Company maintains cash in bank deposit accounts, which, at times, may exceed federally insured limits.  The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents.

Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of trade receivables. In the normal course of business, the Company provides credit terms to its customers.  Accordingly, the Company performs ongoing credit evaluations of its customers and maintains allowances for possible losses which when realized have been within the range of management's expectations.  The Company does not require collateral from its customers.

The Company's accounts receivable are derived from sales of products and services primarily to suppliers of multi-location retail and grocery stores and food industry wholesalers.  Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenue recognition criteria have been met.

During the years ended June 30, 2015 and 2014, the Company did not have any customers that accounted for greater than 10% of total revenue.

Receivables and Allowance for Doubtful Accounts

Trade account are stated at the amount the Company expects to collect. Receivables are reviewed individually for collectability. If the financial condition of the Company’s customers were to deteriorate, adversely affecting their ability to make payments, allowances may be required.

The Company offers credit terms on the sale of the Company’s products to a significant majority of the Company’s customers and requires no collateral from these customers. The Company performs ongoing credit evaluations of customers’ financial condition and maintains an allowance for doubtful accounts receivable based upon the Company’s historical experience and a specific review of accounts receivable at the end of each period. As of June 30, 2015 and 2014, the allowance for doubtful accounts was $44,000 and $23,000, respectively. 

Revenue Recognition

We recognize revenue when all of the following conditions are satisfied: (i) there is persuasive evidence of an arrangement, (ii) the service has been provided to the customer, (iii) the collection of our fees is probable and (iv) the amount of fees to be paid by the customer is fixed or determinable.

We recognize subscription revenue ratably over the length of the agreement beginning on the commencement dates of each agreement or when revenue recognition conditions are satisfied based on their relative fair values. For a fee, subscriptions provide the customer with access to the software and data over the Internet, or on demand, and provide technical support services. Under subscriptions, customers do not have the right to take possession of the software and such arrangements are considered service contracts. Accordingly, we recognize professional services as incurred based on their relative fair values.  When subscription service is paid in advance, deferred revenue is recognized and revenue is recorded ratably over the term as services are consumed.

Research and Development Costs

Research and development costs include personnel costs, engineering, consulting, and contract labor and are expensed as incurred for software that has not achieved technological feasibility.

Advertising Costs

Advertising is expensed as incurred. Advertising expense was $49,775 and $0 for the years ended June 30, 2015 and 2014, respectively.

Income Taxes

The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of temporary differences between tax bases and financial reporting bases of other assets and liabilities.

Fair Value of Financial Instruments

The Company's financial instruments consist of cash, cash equivalents, receivables, payables, accruals and notes payable.  The carrying amount of cash, cash equivalents, receivables, payables and accruals approximates fair value due to the short-term nature of these items.  The notes payable also approximate fair value based on evaluations of market interest rates.

NOTE 3. RECEIVABLES

Accounts receivable consist of the following:

	2015			2014
Accounts receivable	$	196,340		$	158,035
Allowance for doubtful accounts		(44,000	)		(23,000	)
	$	152,340		$	135,035

Accounts receivable consist of trade accounts receivable.  Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenue recognition criteria have been met.

NOTE 4. NOTES PAYABLE AND RELATED PARTY NOTES PAYABLE

The Company had the following notes payable obligations at June 30, 2015 and 2014:

Notes Payable:	2015			2014
Note payable to Park City Group Inc., bearing interest at 8% due April 30, 2015 net of discount of $0 and $43,550, respectively.	$	1,322,863		$	1,579,313
Note payable to Park City Group Inc., bearing interest at 8% due April 30, 2015.		400,000			400,000
Note payable to Park City Group Inc., bearing interest at 8% due April 30, 2015.		400,000			400,000
Note payable to Park City Group Inc., bearing interest at 8% due March 31, 2016.		400,000			400,000
Note payable to Park City Group Inc., bearing interest at 8% due May 31, 2016.		400,000			-
Note payable to Park City Group Inc., bearing interest at 8% due November 30, 2016.		659,460			-
Note payable to Park City Group Inc., bearing interest at 8% due May 31, 2017.		1,500,000			-
Accrued interest		480,685			173,801
Notes Payable – Related Party:
Note payable to Leavitt Partners, bearing interest at 8% due April 30, 2015, this note was forgiven as part of the acquisition by Park City Group, Inc.		-			319,337
Accrued interest, Related party		-			26,505
		5,563,008			3,298,956
Less current portion notes payable and accrued interest		(2,943,282	)		(2,896,764	)
	$	2,619,726		$	402,192

Maturities of notes payable and capital leases at June 30, 2015 are as follows:

Year ending June 30:
2016	$	2,943,282
2017	$	2,619,726
2018	$	-
2019	$	-
Thereafter	$	-

NOTE 5. DEFERRED REVENUE

Deferred revenue consisted of the following at June 30:

	2015		2014
Subscription	$	491,586		165,882
Other		106,646		34,967
	$	598,232	$	200,849

NOTE 6. INCOME TAXES

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable differences.  Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net deferred tax liabilities consist of the following components at June 30:

	2015			2014
Deferred tax assets:
NOL Carryover	$	3,550,576		$	2,496,061
Allowance for Bad Debts		17,160			8,970
Deferred tax liabilities		-			-
Valuation allowance		(3,567,736	)		(2,505,031	)
Net deferred tax asset	$	-		$	-

The income tax provision differs from the amounts of income tax determined by applying the US federal income tax rate to pretax income from continuing operations for the years ended June 30, 2015 and 2014 due to the following:

	2015			2014
Book Income	$	(1,080,893	)	$	(1,155,373	)
Meals & Entertainment		1,204			1,012
Interest expense on debt discount		16,984			20,392
Change in accrual and Allowance		8,190			8,970
Valuation allowance		1,054,515			1,124,999
	$	-		$	-

At June 30, 2015, the Company had net operating loss carry-forwards of approximately $9,104,000 that may be offset against past and future taxable income from the year 2013 through 2035.  No tax benefit has been reported in the June 30, 2015 condensed financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

The Company determines whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position.  If the more-likely-than-not threshold is met, the Company measures the tax position to determine the amount to recognize in the financial statements.  The Company performed a review of its material tax positions in accordance with these recognition and measurement standards.

The Company has concluded that there are no significant uncertain tax positions requiring disclosure, and there are not material amounts of unrecognized tax benefits.

The Company includes interest and penalties arising from the underpayment of income taxes in the condensed consolidated statements of operations in the provision for income taxes.  As of June 30, 2015, the Company had no accrued interest or penalties related to uncertain tax positions.

The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for years before June 30, 2012.

NOTE 7. OPTIONS AND WARRANT TRANSACTIONS

A schedule of the options and warrants activity for the years ended June 30, 2015 and 2014 is as follows:

	Number of Options			Number of Warrants		Price per share
Outstanding at June 30, 2013		660,000			300,000	$	0.15 – 1.17
Granted		-			-	$	-
Exercised		-			-	$	-
Cancelled		-			-	$	-
Expired		-			-	$	-
Outstanding at June 30, 2014		660,000			300,000	$	0.15 – 1.17
Granted		-			-	$	-
Exercised		-			-	$	-
Cancelled		(660,000	)		(300,000)	$	0.15 – 1.17
Expired		-			-	$	-
Outstanding at June 30, 2015		-			-	$	-

On July 19, 2012 the Company granted options to purchase 660,000 shares of ReposiTrak common stock as part of an exclusive rights agreement with Park City Group, Inc. The immediately vested options were granted at $0.15 per share and had a 10 year life.

On June 30, 2013 the Company granted warrants to purchase 300,000 shares of ReposiTrak common stock as part of an note payable to Park City Group, Inc. The immediately vested warrants were granted at $1.17 per share and had a 9 year life.

All options and warrants were cancelled upon sale of 100% of the outstanding common stock by Park City Group, Inc on June 30, 2015.

NOTE 8. RELATED PARTY TRANSACTIONS

On June 30, 2013 and December 31, 2014, the Company issued a notes payable to Leavitt Partners, LLC, the Company's majority shareholder.  The notes for $319,337 and $44,626 bore interest at 8% and matured April 30, 2015 and September 30, 2016, respectively.  The notes along with accrued and unpaid interest of $57,009 were forgiven effective June 30, 2015  prior to the sale of 100% of the Company's outstanding common stock to Park City Group, Inc. and recorded as contributed capital

During the year ended June 30, 2014 and through January 2015, the Company was a party to a Management Agreement with Leavitt Partners, LLC ("LP"), pursuant to which LP provided certain management services to the Company.  The Company had payables of $0 and $54,209 to LP at June 30, 2015 and 2014, respectively, under this agreement.

The Company did not have any other related party transactions as of June 30, 2015.

NOTE 9. RECENT ACCOUNTING PRONOUNCEMENTS

In June 2014, the FASB issued ASU 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This Update clarifies the accounting for equity awards in which the performance target (i.e. an initial public offering) could be achieved after the requisite service period. The guidance require a performance target that affects vesting and that could be achieved after the service period be treated as a performance condition and not be reflected in the fair value of the award. Therefore, the compensation costs will begin to be recognized when it becomes probable that the performance target will be achieved.  If the requisite service period is complete, the entire amount of compensation costs should be recognized at that time. This Update is effective for reporting periods beginning after December 15, 2015. The Company currently does not have any stock-based awards meeting the criteria noted so the Company doesn’t expect this Update to have a significant impact on its financials. However, it will evaluate new grants and ensure the guidance is followed if these types of grants are made.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customer (Topic 606). This Update provides new revenue recognition guidance that will be applicable for all industries and develops a common revenue standard for GAAP and IFRS. The main purpose of the new guidance is to remove inconsistencies, provide a more robust framework, improve comparability among industries, improve disclosure requirements and reduce the number of requirements to which an entity must refer. The guidance outlines the following five steps that should be followed in recognizing revenue:

1.   Identify contract with customer;

2.   Identify the performance obligations in the contract;

3.   Determine the transaction price;

4.   Allocate the transaction price to the performance obligations in the contract; and

5.   Recognize revenue when the performance obligation is satisfied.

The update also provides disclosure requirements requiring entities to provide sufficient information to enable users to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. This Update is effective for public entities for reporting periods beginning after December 15, 2016 and for all other entities, it is effective for periods beginning after December 15, 2017.  Due to the extensive nature of this Update, the Company is evaluating the impact this new guidance will have on its financials.

NOTE 10. GOING CONCERN

During the year ended June 30, 2015, the Company had a net loss of $3.1 million, negative cash flow from operations of $3.1 million, and negative working capital of $3.9 million. Historically the Company has had operating losses, negative cash flows from operations, and working capital deficiencies. Whether, and when, the Company can attain profitability and positive cash flows from operations is uncertain. The Company is also uncertain whether it can obtain financing to complete the rollout of its business plan. These uncertainties cast significant doubt upon the Company’s ability to continue as a going concern.

The Company will need to raise capital in order to fund its operations. To address its financing requirements, the Company shareholders agreed to sell 100% of its outstanding common stock to Park City Group, Inc. effective June 30, 2015.

NOTE 11. SUBSEQUENT EVENTS

In accordance with the Subsequent Events Topic of the FASB ASC 855, we have evaluated subsequent events, and noted no subsequent events that are reasonably likely to impact the financial statements. 

EX-99.2

EXHIBIT 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On June 30, 2015, Park City Group, Inc. (the“Company”) acquired of all of the outstanding shares of ReposiTrak, Inc. (“ReposiTrak”) in exchange for an aggregate total of 873,438 shares of the Company’s common stock.  The unaudited pro forma condensed combined financial statements and accompanying notes of the combined business set forth below give effect to the acquisition of ReposiTrak as a business combination using the acquisition method of accounting as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations.

The audited condensed combined balance sheet as of June 30, 2015, incorporated by reference to Report 10-K presents the acquisition on that date. The unaudited pro forma condensed combined statements of income for the year ended June 30, 2015 are presented as if the acquisition had occurred on July 1, 2014.

The unaudited pro forma financial information presented, including the allocation of the purchase price, is based on the historical financial information of the Company and ReposiTrak, our estimates of the fair values of assets acquired and liabilities assumed, and assumptions that we believe are reasonable under the circumstances. Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed combined financial statements.

The unaudited pro forma condensed combined financial statements are provided for illustrative purposes only and are not necessarily indicative of the financial position or results of operations that would have actually been reported had the acquisition occurred on the dates presented, nor is it necessarily indicative of our future financial position or results of operations as of or for any future date or periods. In addition, the unaudited pro forma condensed combined financial statements do not reflect any operating efficiencies and/or cost savings that we may achieve with respect to the combined companies and do not include the effects of future restructuring activities, if any, as a result of the acquisition. Actual amounts recorded as of the completion of the acquisition and thereafter may differ materially from the information presented in these unaudited pro forma condensed combined financial statements.

The unaudited pro forma condensed combined financial statements should also be read in conjunction with the historical financial statements and accompanying notes of the Company’s Annual Report on Form 10-K for the year ended June 30, 2015 is incorporated herein by reference.

PARK CITY GROUP, INC.

Unaudited Pro Forma Condensed Combined Balance Sheets

Assets	June 30, 2015
Current Assets:
Cash and cash equivalents	$	11,325,572
Receivables, net of allowance of $94,000 at June 30, 2015		1,640,591
Prepaid expense and other current assets		463,427
Total current assets		13,429,590
Property and equipment, net		764,442
Other assets:
Deposits and other assets		14,866
Note receivable		-
Customer relationships		2,006,951
Goodwill		20,190,935
Total other assets		22,212,752
Total assets	$	36,406,784
Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
Accounts payable	$	817,119
Accrued liabilities		2,521,111
Deferred revenue		2,331,920
Line of credit		2,500,000
Note payable		227,301
Total current liabilities		8,397,451
Long-term liabilities:
Notes payable, less current portion		349,192
Other long-term liabilities		75,518
Total liabilities		8,822,161
Commitments and contingencies
Stockholders' equity:
Series B Preferred stock, $0.01 par value, 700,000 shares authorized; 625,375 shares issued and outstanding at June 30, 2015		6,254
Series B-1 Preferred stock, $0.01 par value, 300,000 shares authorized; 74,200 shares issued and outstanding at June 30, 2015		742
Common stock, $0.01 par value, 50,000,000 shares authorized; 18,875,586 issued and outstanding at June 30, 2015		188,759
Additional paid-in capital		70,296,496
Accumulated deficit		(42,907,628)
Total stockholders’ equity		27,584,623
Total liabilities and stockholders’ equity	$	36,406,784

See accompanying notes to condensed combined financial statements.

PARK CITY GROUP, INC.

Unaudited Pro Forma Condensed Combined Statements of Operations

	For the year ended  June 30, 2015
Revenue	$	11,571,795
Operating expenses:
Cost of revenue and product support		5,256,251
Sales and Marketing		6,634,520
General and administrative		4,279,641
Depreciation and amortization		768,165
Impairment of intangibles		1,495,703
Total operating expense		18,434,280
Loss from operations		(6,862,485)
Other income (expense):
Interest expense, net		(64,262)
Total other income (expense)		(64,262)
Loss before income taxes		(6,926,747)
Provision for income taxes		-
Net loss		(6,926,747)
Dividends on preferred stock		(568,821)
Restructure of Series B Preferred		(2,141,980)
Net loss applicable to common shareholders	$	(9,637,548)
Weighted average shares, basic and diluted		18,248,000
Basic and diluted loss per share	$	(0.53)

See accompanying notes to condensed combined financial statements.

PARK CITY GROUP, INC.

Notes to Unaudited Pro Forma Consolidated Financial Statements

NOTE 1. BASIS FOR PRESENTATION

On June 30, 2015, Park City Group, Inc. (the“Company”) acquired of all of the outstanding shares of ReposiTrak, Inc. (“ReposiTrak”) in exchange for an aggregate total of 873,438 shares of the Company’s common stock.

The acquisition of ReposiTrak was accounted for pursuant to FASB ASC 805, Business Combinations. In accordance with ASC 805, we recognized separately from goodwill the fair value of the identifiable assets acquired and the liabilities assumed at the acquisition date as defined by FASB ASC 820, Fair Value Measurements and Disclosures. Goodwill as of the acquisition date was measured as the excess of consideration transferred and the net of the acquisition date amounts of the identifiable assets acquired and the liabilities assumed.

The balance sheet as of June 30, 2015 is inclusive of the acquisition as it occurred on the balance sheet date. The unaudited pro forma condensed combined statements of operations for the year ended June 30, 2015 are presented as if the acquisition had occurred on July 1, 2014.

The unaudited pro forma financial information presented, including the allocation of the purchase price, is based on the historical financial information of the Company and ReposiTrak, our estimates of the fair values of assets acquired and liabilities assumed, and assumptions that we believe are reasonable under the circumstances.

In addition, the audited and unaudited pro forma condensed combined financial statements do not reflect any operating efficiencies and/or cost savings that we may achieve with respect to the combined companies and do not include the effects of future restructuring activities, if any, as a result of the acquisition. Actual amounts recorded as of the completion of the acquisition and thereafter may differ materially from the information presented in these audited and unaudited pro forma financial statements.

NOTE 2. PURCHASE PRICE AND PURCHASE PRICE ALLOCATION

The assets acquired and the liabilities assumed of ReposiTrak have been recorded at their respective fair values.  The total consideration paid to acquire ReposiTrak was $10,830,897, approximately $9,000 of which was for direct transaction costs associated with the issuance of equity.  The net acquisition cost of $10,799,778 excludes $31,119 of cash acquired from ReposiTrak.  The net acquisition cost was allocated based on the fair value of the assets acquired and liabilities assumed, as follows:

Receivables	$	152,340
Prepaid expenses		17,500
Customer relationships		2,006,951
Goodwill		15,385,002
Accounts payable		(128,126	)
Deferred revenue		(598,232	)
Net assets acquired		16,835,435
Common stock issued		10,821,897
Receivables eliminated in consolidation		6,035,657
Cash received in acquisition	$	22,119

The number of shares of our common stock issued for the acquisition was 873,438 shares.  The fair value of the shares issued was determined using the closing price of our common stock on June 30, 2015.

NOTE 3. PRO FORMA ADJUSTMENTS

The unaudited pro forma condensed combined financial statements are based on independent historical results for Park City Group, Inc. and ReposiTrak, Inc.  For purposes of these combined statements as required by GAAP principals of consolidation all intercompany transactions and balances have been eliminated.