On February 5, 2015, Park City Group, Inc. (the "Company") entered into a Letter of Intent (the "LOI") with Leavitt Partners, LP and LP Special Asset 4, LLC (together, "Leavitt") to acquire 346,668 shares of capital stock of ReposiTrak, Inc. ("ReposiTrak") owned by Leavitt ("ReposiTrak Shares") in consideration for the issuance to Leavitt of 537,439 restricted shares of the Company's common stock, par value $0.01 per share ("Common Stock"). A copy of the LOI is attached to this Current Report on Form 8-K as Exhibit 10.1. In addition, the Company has entered into similar agreements with certain other stockholders of ReposiTrak to acquire the remaining outstanding shares of ReposiTrak that are not subject to the Company's purchase option. In total, upon closing of the transactions contemplated by the LOI and the related agreements, the Company intends to issue 873,437 shares of Common Stock of the Company in exchange for the ReposiTrak Shares.

The LOI has certain binding and non-binding obligations, including the purchase price, which is not subject to adjustment. However, the transaction is subject to various conditions to closing, including the Company's satisfactory completion of due diligence, compliance with certain rules and regulations, and approval of definitive agreements. The foregoing description of the LOI does not purport to be complete, and is qualified in its entirety by reference to the full text of the LOI, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein.

The LOI and this Current Report on Form 8-K do not constitute an offer to buy, or solicitation of an offer to sell, any securities of the Company and no offer or sale of such securities will be made in any jurisdiction where it would be unlawful to do so.

See Item 1.01 above.

See Exhibit Index.

This Current Report on Form 8-K may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, (i) statements with respect to the Company's plans, objectives, expectations and intentions; and (ii) other statements identified by words such as "may", "could", "would", "should", "believes", "expects","anticipates", "estimates", "intends", "plans" or similar expressions. These statements are based upon the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties.