UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] ]		Preliminary Proxy Statement
[ ]		Confidential, for Use of the SEC Only (as permitted by Rule 14a-6(e)(2))
[ ]X]		Definitive Proxy Statement
[ ]		Definitive Additional Materials
[ ]		Soliciting Material Pursuant to 14a-12

PARK CITY GROUP, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1.		Title of each class of securities to which transaction applies:
2.		Aggregate number of securities to which transaction applies:
3.		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
4.		Proposed maximum aggregate value of transaction:
5.		Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1.		Amount Previously Paid:
2.		Form, Schedule or Registration Statement No.:
3.		Filing Party:
4.		Date Filed:

PARK CITY GROUP, INC.

299 South Main Street, Suite 2370

Salt Lake City, Utah 84111

(435) 645-2000

October ~~__, 2013~~6, 2014

Dear Stockholders of Park City Group, Inc.:

You are cordially invited to attend the 2014 Annual Meeting of Stockholders of Park City Group, Inc. (the “Annual Meeting”), which will be held at ~~Park City Group’s~~our corporate offices located at 299 South Main Street, Suite 2370, Salt Lake City, Utah ~~84111,~~ on ~~December 9, 2013~~November 17, 2014 at 9:00 a.m., local time.

Details of the business to be conducted at the ~~2014~~ Annual Meeting are ~~given~~described in the ~~attached~~ Notice of Internet Availability of Proxy Materials (the “Notice”) you received in the mail, and in this Proxy Statement. We have also made available a copy of our 2014 Annual Report on Form 10-K (“Annual Report”) with this Proxy Statement. We encourage you to read our Annual Report. It includes our audited financial statements and provides information about our business and services.

As part of our efforts to conserve environmental resources and prevent unnecessary corporate expenses, we have elected to provide access to our proxy materials over the Internet, rather than mailing paper copies. Our management believes that providing our proxy materials over the Internet increases the ability of our stockholders to access the information they need, while lowering the costs of our Annual Meeting and conserving natural resources.

Regardless of ~~Stockholders and Proxy Statement. In order for us to have an efficient Annual Meeting, please sign, date and return the enclosed proxy promptly in the accompanying reply envelope. If~~whether you ~~are able~~plan to attend the Annual Meeting ~~and wish to change your proxy vote, you may do so simply by voting~~ in person,please read the accompanying Proxy Statement and then vote by Internet, telephone or e-mail as promptly as possible. Please refer to the Notice for instructions on submitting your vote. Voting promptly will save us additional expense in soliciting proxies and will ensure that your shares are represented at the Annual Meeting.

Our Board of Directors has unanimously approved the proposals set forth in the Proxy Statement and we recommend that you vote in favor of each such proposal.

We look forward to seeing you at the Annual Meeting.


		Sincerely,

		RANDALL K. FIELDS Chief Executive Officer


YOUR VOTE IS IMPORTANT
All stockholders are cordially invited to attend the Annual Meeting in person. However, to ensure your representation at the Annual Meeting, you are urged to ~~complete, sign, date and return, in the enclosed postage paid envelope, the enclosed proxy card~~vote by internet, telephone or e-mail as ~~soon~~promptly as possible. ~~Returning~~Submitting your ~~proxy will help us assure~~vote assures that a quorum will be present at the Annual Meeting and avoid the additional expense of duplicate proxy solicitations. Any stockholder attending the Annual Meeting may vote in person, even if he or she has returned a proxy.

~~-i-~~

PARK CITY GROUP, INC.

299 South Main Street, Suite 2370

Salt Lake City, Utah 84111

(435) 645-2000

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on ~~December 9, 2013~~November 17, 2014

Dear Stockholders of Park City Group, Inc.:

We are pleased to invite you to attend the Annual Meeting of Stockholders of Park City Group, Inc., a Nevada corporation (the “Company”), which will be held at the Company’s corporate offices located at 299 South Main Street, Suite 2370, Salt Lake City, Utah, ~~84111,~~ on ~~December 9, 2013~~November 17, 2014 at 9:00 a.m., local time, for the following purposes:

the election of ~~eight~~seven directors to our Board of Directors, each to serve until the next Annual Meeting of Stockholders, or until his respective successor is elected and qualified;

~~ratifying the issuance~~ratification of ~~shares under the Company’s 2011 Stock Incentive Plan, as amended, and the 2011 Employee Stock Purchase Plan, as amended, between March 1, 2011 and March 29, 2013;~~

~~ratifying~~ the appointment of HJ & Associates, LLC as our independent auditors for the fiscal year ending June 30, ~~2014;~~2015; and

4.3.

to vote upon such other matters as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

These matters are more fully discussed in the attached Proxy Statement.

We have elected to provide access to this year’s proxy materials primarily over the Internet under the Securities and Exchange Commission’s (the “SEC”) “notice and access” rules. We believe that this process expedites stockholders’ receipt of proxy materials, while lowering the costs of our Annual Meeting and conserving natural resources. On or about October 6, 2014, we mailed a Notice of Internet Availability of Proxy Materials (the “Notice”) to each of our stockholders entitled to notice of an to vote at the Annual Meeting. This Notice contained instructions on how to access the attached Proxy Statement, our 2014 Annual Report on Form 10-K (“Annual Report”), and how to vote via the Internet, telephone and e-mail. The Notice also included instructions on how you can receive a paper copy of your proxy materials. The Proxy Statement and the Annual Report both are available online at: www.proxyconnect.com/parkcitygroup

The close of business on ~~October 10, 2013~~September 18, 2014 (the “Record Date”), has been fixed as the Record Date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting or any adjournments or postponements thereof. Only holders of record of shares of our common stock and ~~our~~ Series B Convertible Preferred Stock at the close of business on the Record Date are entitled to notice of and to vote at the Annual Meeting. A complete list of these stockholders ~~entitled to vote at the Annual Meeting~~ will be available for examination by any of our stockholders for purposes pertaining to the Annual Meeting at our corporate offices, 299 South Main Street, Suite 2370, Salt Lake City, Utah, ~~84111,~~ during normal business hours for a period of ~~ten (10)~~10 days prior to the Annual Meeting, and at the time and place of the Annual Meeting. ~~We are providing a copy of our Annual Report on Form 10-K for the year ended June 30, 2013 with the accompanying Proxy Statement.~~

Whether or not you expect to attend in person, we urge you to vote your shares as promptly as possible by ~~signing and returning the enclosed proxy card in the postage-paid envelope provided,~~Internet, telephone or e-mail, so that your shares may be represented and voted at the Annual Meeting. If your shares are held in the name of a bank, broker or other fiduciary, please follow the instructions on the voting instruction card furnished by the record holder.

~~-ii-~~-1-

~~Park City Group’s~~Our Board of Directors unanimously recommends that you vote “FOR” Proposal Nos. 1 and 2, each ~~of the Annual Meeting proposals, all~~ of which are described in detail in the accompanying Proxy Statement.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on December 9, 2013: The Annual Report and Proxy Statement are available online at www.proxyconnect.com/parkcitygroup.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON NOVEMBER 17, 2014: THE ANNUAL REPORT AND PROXY STATEMENT ARE AVAILABLE ONLINE AT WWW.PROXYCONNECT.COM/PARKCITYGROUP


	By Order of the Board of Directors,



	Randall K. Fields
	Chief Executive Officer, Chairman and Director

Salt Lake City, Utah

October ~~__, 2013~~6, 2014

~~-iii-~~-2-

PARK CITY GROUP, INC.

299 South Main Street, Suite 2370

Salt Lake City, Utah 84111

(435) 645-2000

PROXY STATEMENT

The enclosed proxy is solicited on behalf of the Board of Directors of Park City Group, Inc., a Nevada corporation (the “Company”), for use at the 2014 Annual Meeting of Stockholders (“Annual Meeting”) to be held on ~~December 9, 2013~~November 17, 2014 at 9:00 a.m., local time, and at any adjournment or postponement thereof, at ~~the Company’s~~our corporate offices located at 299 South Main Street, Suite 2370, Salt Lake City, ~~Utah 84111.~~Utah.

We have elected to provide access to this year’s proxy materials primarily over the Internet under the Securities and Exchange Commission’s “notice and access” rules. On or about October 6, 2014, we mailed a Notice of Internet Availability of Proxy Materials (the “Notice”) to each of our stockholders entitled to notice of and to vote at the Annual Meeting. This Notice contained instructions on how to access this Proxy Statement, our 2014 Annual Report on Form 10-K (“Annual Report”) and how to vote via the Internet, telephone and e-mail. The Notice also included instructions on how you can receive a paper copy of your proxy materials. The Proxy Statement and the Annual Report both are available online at: www.proxyconnect.com/parkcitygroup

Voting

The specific proposals to be considered and acted upon at our Annual Meeting ~~are~~were summarized in the ~~accompanying notice~~Notice, and are described in more detail in this Proxy Statement. On ~~October 10, 2013,~~September 18, 2014, the Record Date for determination of stockholders entitled to notice of and to vote at the Annual Meeting, we had outstanding ~~16,619,211~~17,106,645 shares of our common stock, par value $0.01 per share (“Common Stock”), and 411,927 shares of our Series B Convertible Preferred Stock (“Series B Preferred”), each of which are entitled to vote at the Annual Meeting. Each holder of Common Stock is entitled to one vote per share of Common Stock held, and each holder of Series B Preferred is entitled to 2.5 votes per share of Series B Preferred held on the Record Date. As of the Record Date, outstanding shares represented ~~17,649,028~~18,136,462 votes, consisting of ~~16,619,211~~17,106,645 attributable to Common Stock and 1,029,817 attributable to Series B Preferred.

Quorum

In order for any business to be conducted at the Annual Meeting, the holders of more than 50% of the shares entitled to vote must be represented at the Annual Meeting, either in person or by properly executed proxy. If a quorum is not present at the scheduled time of the Annual Meeting, the stockholders who are present may adjourn the Annual Meeting until a quorum is present. The time and place of the adjourned Annual Meeting will be announced at the time the adjournment is taken, and no other notice will be given. An adjournment will have no effect on the business that may be conducted at the Annual Meeting.

Required Vote for Approval

Proposal No. 1: Election of Directors. For the ~~eight~~seven nominees who receive the greatest number of votes cast at the Annual Meeting by the shares present, either in person or by proxy and entitled to vote, will be elected.

~~Proposal No. 2~~: ~~Ratification of Issuance of Shares under the Company’s 2011 Stock Incentive Plan, as amended, and the 2011 Employee Stock Incentive Plan, as amended.~~ ~~The affirmative “FOR” vote of a majority of the votes cast is necessary for approval of such proposal.~~

~~Proposal No. 3: Ratification of Appointment of Auditors.~~ ~~The affirmative “FOR” vote of a majority of the shares present in person or by proxy and entitled to vote is necessary of approval of such proposal.~~

~~-1-~~-3-

Proposal No. 2: Ratification of Appointment of Auditors. To ratify the appointment of HJ & Associates, LLP as our independent auditors for the fiscal year ending June 30, 2015, the number of votes cast “FOR” must exceed the number of votes cast “AGAINST” this Proposal.

Abstentions and Broker Non Votes

All votes will be tabulated by the inspector of election appointed for the Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes. ~~Abstentions and votes withheld are counted only for purposes~~An abstention is the voluntary act of ~~determining whether~~not voting by a ~~quorum~~stockholder who is present at a meeting and entitled to vote. A broker “non-vote” occurs when a broker nominee holding shares for a beneficial owner does not vote on a particular proposal because the ~~Annual Meeting~~nominee does not have discretionary power for that particular item and ~~therefore, have no effect on~~has not received instructions from the ~~outcome of voting for each proposal.~~

beneficial owner. If you hold your shares in “street name” through a broker or other nominee, your broker or nominee may not be permitted to exercise voting discretion with respect to some of the matters to be acted upon. If you do not give your broker or nominee specific instructions regarding such matters, your proxy will be deemed a “broker non-vote.” ~~Broker~~

Under Nevada law, abstentions and broker non-votes are ~~included~~not counted as votes cast on an item and therefore will not affect the outcome of any Proposal presented in ~~the determination of the number of shares represented at the Annual Meeting~~this Proxy Statement, although they are counted for purposes of determining whether there is a quorum is present. Broker non-votes have no effect on the outcome of Proposals No. 1 and 2. For the approval of Proposal No. 3, broker non-votes will not be counted as votes cast for or against such proposal, but are counted only for purposes of determining whether a quorum is present at the Annual Meeting. ~~Whether brokers have discretion to vote on other proposals and, if they do not, the effects of broker non-votes on such other proposals will depend on the nature of such other proposals.~~

Voting and Revocation of Proxies

If ~~the enclosed form of~~your proxy is properly ~~signed and~~ returned to the Company, the shares represented thereby will be voted at the Annual Meeting in accordance with the instructions specified thereon. If ~~you sign and~~ return your proxy without specifying how the shares represented thereby are to be voted, the proxy will be voted (i) FOR the election of ~~the~~seven directors ~~proposed~~nominated by our Board, (ii) FOR ~~ratification of shares issued under the Company’s 2011 Stock Incentive Plan, as amended, and 2011 Employee Stock Purchase Plan, as amended, between March 1, 2011 and March 29, 2013, (iii)~~ ~~FOR~~ ratification of the appointment of ~~the~~HJ & Associates, LLP as our independent auditors for fiscal year ~~2014,~~2015, and ~~(iv)~~(iii) at the discretion of the proxy holders on any other matter that may properly come before the Annual Meeting or any adjournment or postponement thereof.

You may revoke or change your proxy at any time before the Annual Meeting by filing, with our Corporate Secretary at our principal executive offices at 299 South Main Street, Suite 2370, Salt Lake City, Utah, 84111, a notice of revocation or another signed proxy with a later date. You may also revoke your proxy by attending the Annual Meeting and voting in person. Attendance at the Annual Meeting alone will not revoke your proxy. If you are a stockholder whose shares are not registered in your own name, you will need additional documentation from your broker or record holder to vote personally at the Annual Meeting.

Solicitation

We will bear the entire cost of solicitation, including the ~~preparation, assembly,~~ printing and mailing of ~~this Proxy Statement,~~the Notice, and the preparation and assembly of the proxy and any additional solicitation materials furnished to the stockholders. Copies of any solicitation materials will be furnished to brokerage houses, fiduciaries and custodians holding shares in their names that are beneficially owned by others so that they may forward this solicitation material to such beneficial owners. In addition, we may reimburse such persons for their costs in forwarding the solicitation materials to such beneficial owners. The original solicitation of proxies by mail may be supplemented by a solicitation by telephone, facsimile or other means by our directors, officers or employees. No additional compensation will be paid to these individuals for any such services. Except as described above, we do not presently intend to solicit proxies other than by e-mail, mail and telephone.

~~-2-~~-4-

MATTERS TO BE CONSIDERED AT ANNUAL MEETING

PROPOSAL NO. 1

ELECTION OF DIRECTORS

General

The Company’s Board of Directors currently consists of ~~eight~~seven directors, each of whom is nominated to be elected at the Annual Meeting. Each of the nominees has confirmed that he will be able and willing to serve as a director if elected. If any of the nominees become unable or unwilling to serve, your proxy will be voted for the election of a substitute nominee recommended by the current Board of Directors. Upon recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has nominated for election as directors at our Annual Meeting Randall K. Fields, Robert ~~P. Hermanns, Robert~~ W. Allen, James R. Gillis, William S. Kies, Jr., Richard Juliano, Austin F. Noll, Jr. and Ronald C. Hodge.

Please see disclosure captioned “Directors” on page 76 of this Proxy Statement for more information, including background information, business experience, and the Nominating and Corporate Governance Committee’s recommendation of each nominee.

Our Articles of Incorporation and Bylaws provide that the Board of Directors shall consist of ~~not~~no less than one ~~member,~~director, and that upon any change in the number of ~~members,~~directors, any newly created directorships or eliminated directorships shall be apportioned by the remaining members of the Board of Directors or by stockholders.

Required Vote and Recommendation

The election of directors requires the affirmative vote of a plurality of the shares present or represented by proxy and entitled to vote at the Annual Meeting. The ~~eight~~seven nominees receiving the highest number of affirmative votes will be elected. Accordingly, under Nevada law, the Company’s Articles of Incorporation and Bylaws, abstentions and broker non-votes will not have any effect on the election of a particular director. Unless otherwise instructed or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” the election of each of the nominees.

The Board of Directors recommends that the stockholders vote “FOR” the election of Messrs. Fields, ~~Hermanns,~~ Allen, Gillis, Kies, Juliano, Noll and Hodge.

~~-3-~~

~~PROPOSAL NO. 2~~

~~RATIFICATION OF SHARES ISSUED UNDER THE 2011 STOCK INCENTIVE PLAN AND 2011 EMPLOYEE STOCK PURCHASE PLAN~~

~~History and Background~~

~~On March 1, 2011,~~The following sections set forth certain information regarding the ~~Company’s Board of Directors (the “Board”) approved the 2011 Stock Incentive Plan (the “2011 SIP”) and the 2011 Employee Stock Purchase Plan (the “2011 ESPP”) (together, the “2011 Plans~~”) to replace the Company’s 2000 Non-Qualified Stock Option & Stock Incentive Plan, which Plan expired in March 2010. The 2011 SIP authorized a total of 200,000 shares of the Company’s Common Stocknominees for ~~issuance~~election as ~~equity-based incentive awards in order to provide certain eligible recipients with an incentive to perform and increase the value~~directors of the Company. ~~The 2011 ESPP made a total of 50,000 shares~~There are no family relationships between any of the Company’s Common Stock available for purchase by all participating employees at a discount from fair market value, in order to provide employees with an opportunity to acquire and/or expand their equity ownership interest in the Company. After issuing all 250,000 shares authorized under the 2011 Plans, the Board approved a 150,000 share increase to the 2011 SIP, and a 100,000 share increase to the 2011 ESPP (together, the “~~Amended 2011 Plans”) on August 1, 2012 (collectively, with the 2011 Plans, the “Incentive Plans”).~~

~~At the time of their approval, the Company did not obtain stockholder approval of the Incentive Plans, as required by the rules and regulations of the NYSE MKT exchange (the “Exchange~~”), which requires all companies whose securities are registered with the Exchange to obtain stockholder approval of the establishment of (or material amendment to) a stock option or purchase plan or other equity compensation arrangement pursuant to which options or stock may be acquired by officers, directors employees, or consultants, regardless of whether or not such authorization is required by law or by the Company's charter. The rules of the Exchange provide that an increase to the number of securities authorized for issuance under such a plans similarly requires stockholder approval.

~~While the Company did not obtain stockholder approval of the Incentive Plans, the Board approved~~ and the ~~Company presented the Second Amended and Restated 2011 Stock Incentive Plan (the “Second 2011 SIP”) and the Second Amended and Restated 2011 Employee Stock Purchase Plan (the “Second 2011 ESPP”) to stockholders for approval at its 2013 Annual Meeting of Stockholders, held on March 29, 2013 (the “2013 Meeting~~”). Stockholders approved the Second 2011 SIP, the Second 2011 ESPP and an aggregate total of 750,000 shares for issuance under the Second 2011 SIP and the Second 2011 ESPP, but did not ratify the Incentive Plans or any issuances thereunder prior to the 2013 Meeting, as required by the Exchange.

On October 15, 2013, the Company provided written notice to the Exchange of its intent to transfer the listing of its Common Stock from the Exchange to the NASDAQ Capital Market, effective October 28, 2013. On October 21, 2013, the Company received a public reprimand from the Exchange notifying the Company of its violation of the requirement that it obtain stockholder approval of the Incentive Plans. As a result, the Company has determined to seek stockholder ratification of all grants made pursuant to the Incentive Plans.

~~Proposal~~

The Company is seeking ratification by stockholders of all shares issued under the Incentive Plans between March 1, 2011 and the 2013 Meeting. Ratification is the confirmation and approval by stockholders of an act previously taken by a company that required stockholder approval prior to such act’s occurrence. After consulting with the Exchange, we believe ratification is in the best interest of the Company and its stockholders, as ratification will bring all issuances under the Incentive Plans prior to the 2013 Meeting into compliance with the rules of the Exchange.

~~-4-~~

~~Issuances under the Incentive Plans Prior to 2013 Meeting~~

~~The tables below set forth the number and value of all shares issued under the Incentive Plans to (i) the~~ Company’s ~~Named~~ executive ~~officers, (ii) all non-executive officer directors of the Company, and (iii) all non-executive officer employees of the Company between March 1, 2011 and the 2013 Meeting, held on March 29, 2013:~~officers.

Name and Position
Issuances under the
2011 SIP, as amended

Issuances under the
2011 ESPP, as amended
No. of Shares
Dollar
Value ($)(1)
No. of Shares
Dollar
Value ($)(1)

Randall K. Fields 900 $ 3,846 4,775 $ 2,304
Chief Executive Officer, Chairman and Director

Edward L. Clissold 1,050 $ 7,077 2,648 $ 1,272
Chief Financial Officer

Non-Executive Director Group - $ - $ -

Non-Executive Officer Employee Group 309,246 $ 1,171,729 99,722 $ 49,618

Total 312,196 107,145

~~(1)~~

~~Fair market value on the date of purchase, minus the purchase price.~~

~~Effect of Not Approving this Proposal~~

If stockholder ratification of the issuances under the Incentive Plans is not obtained, we may be required by the Exchange, or the NASDAQ Capital Market where our Common Stock is scheduled to begin trading at market open on October 28, 2013, to demand return of such issuances and re-issue the shares under the Second 2011 SIP and Second 2011 ESPP, as applicable. Re-issuing such shares will lessen the number of shares available under the Second 2011 SIP and Second 2011 ESPP, and will limit our ability to offer incentive awards to existing employees, and shares available for inducement awards to qualified candidates.

~~Vote Required and Recommendation~~

The affirmative “FOR” vote of a majority of the shares present in person or by proxy and entitled to vote is necessary for ratification of shares issued under the Incentive Plans between March 1, 2011 and the 2013 Meeting. Broker non-votes are counted towards a quorum, but are not counted for any purpose in determining whether this proposal has been approved. Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” ratification of shares issued under the Incentive Plans.

~~The Board of Directors recommends that stockholders vote “FOR” ratification of the shares issued under the Incentive Plans between March 1, 2011 and the 2013 Meeting.~~

-5-

DIRECTORS

Name of Nominee	Age	Title

Randall K. Fields	67	President, Chief Executive Officer and Chairman
Robert W. Allen	71	Director
James R. Gillis	61	Director
William S. Kies, Jr.	62	Director
Richard Juliano	67	Director
Austin F. Noll, Jr.	71	Director
Ronald C. Hodge	66	Director

Randall K. Fields has been the Chief Executive Officer and Chairman of the Board of Directors since June 2001. Mr. Fields founded the Company in 1990 and has been its President, Chief Executive Officer and Chairman of the Board since its inception. Mr. Fields has also been responsible for the strategic direction of the Company since its inception. Mr. Fields co-founded Mrs. Fields Cookies with his then wife, Debbi Fields. He served as Chairman of the Board of Mrs. Fields Cookies from 1978 to 1990. In the early 1970's Mr. Fields established a financial and economic consulting firm called Fields Investment Group. Mr. Fields received a Bachelor of Arts degree in 1968 and a Masters of Arts degree in 1970 from Stanford University, where he was Phi Beta Kappa, Danforth Fellow and National Science Foundation Fellow.

The Nominating and Corporate Governance Committee believes that Mr. Fields’ expertise in the Company’s industry and markets following his founding of the Company in 1990, his extensive sales, marketing and technical background and experience, and his knowledge of business allow him to bring a unique understanding of the industries and markets in which the Company operates, as well as an entrepreneurial vision to the Company and the Board of Directors.

Robert W. Allen joined the Board of Directors in October 2007. Mr. Allen is a seasoned executive with many years experience as Chairman, President and Chief Executive Officer of businesses ranging in size from $200 million to $2.5 billion. Mr. Allen has over thirty years experience in the dairy industry, most notably as a catalyst for developing companies and a turn-around agent for troubled companies or divisions. Mr. Allen was most recently Chief Executive Officer of Southern Belle Dairy where he established a leadership team to reposition the company and developed a position in the market place for the branding of its products. Prior to this, he was Executive Vice President of Borden, Inc., where he was recruited to turn around the largest and most troubled division of the company. He is also the immediate past Chair of Kid Peace International, a $160 million non-profit agency assisting children in crises.

The Nominating and Corporate Governance Committee believes that Mr. Allen’s years of experience in an area of growth for the Company, the dairy industry, as well as his extensive experience developing and managing companies in senior executive roles, add significant value to the Company and its Board of Directors in assessing challenges in one of its growth markets, and in addressing organizational and development issues facing the Company.

James R. Gillis joined the Board of Directors in February 2008. Mr. Gillis is the former President, Chief Operating Officer and Co-CEO of Source Interlink Companies, Inc., a premier marketing, merchandising and fulfillment company of entertainment products where he was instrumental in developing annual revenue in excess of $1.9 billion and over 95 business units in the United States. While at Source Interlink, Mr. Gillis also developed and maintained relationships with public equity investors, hedge funds, stock analysts, investment banks and private equity firms, both domestically and internationally, while creating a marketing infrastructure to provide a portfolio of fully integrated products and services in 110,000 locations for more than 1,000 retail chains. Prior to his tenure with Source Interlink, he was President, Chief Executive Officer and owner of Brand Manufacturing Corporation, a leading designer and manufacturer of retail display systems. Previously, he was Managing Partner of Aders, Wilcox, Gillis Group, a global developer of trade relationships serving major brand marketers and retailers worldwide.

-6-

The Nominating and Corporate Governance Committee believes that Mr. Gillis’ experience as a senior executive with one of the premier marketing, merchandising and fulfillment companies, together with his extensive experience dealing with the capital markets, provides the Company and its Board of Directors with valuable input regarding prospective sales opportunities, leads and expertise in the area of public company finance.

William S. Kies, Jr. joined the Board of Directors in November 2011. Mr. Kies is currently a principal of Kies Consulting, LLC, a premier consulting practice specializing in the supermarket industry since 1994. Clients include Fortune 100 consumer package goods corporations and companies offering national services, programs and in-store support to all channels of food distribution. Prior to Kies Consulting, Mr. Kies was the President and Chief Operating Officer of IGA, Inc., the world’s largest banner group of independent supermarkets with over 4,000 stores serviced by 24 wholesalers in 20 countries.

The Nominating and Corporate Governance Committee believes that Mr. Kies’ extensive management experience, including experience in the supermarket industry, together with his substantial contacts with potential clients for the Company’s services, will contribute to the Board’s deliberations and provide the Company with valuable insight and direction as the Company executes its business plan.

Richard Juliano joined the Board of Directors in October 2012. Mr. Juliano is a partner and founder of the Burke, Gillis, Juliano Group, a consulting firm specializing in assisting retailers and manufacturers with creating strategic marketing and merchandising partnerships to grow their business and market share. He began his career with Giant Eagle Super Markets, becoming the Senior Vice President and General Manager of the GM/HBC Division and then Senior Vice President of Merchandising and Marketing of the Phar-Mor Division. Mr. Juliano then served as Executive Vice President at Thrifty Payless Drug and Vice President of Marketing and Merchandising at Genuardis Family Markets in Philadelphia. Most recently, he was a senior executive at SUPERVALU, joining the company as Executive Vice President of Supply Chain Services for the Central Region and then moving to the Corporate Retail group as Vice President, GM/HBC, and ultimately Group Vice President of Center Store Merchandising. Mr. Juliano has served on the Red Cross of Columbiana County Board of Directors, National Association of Chain Drug Stores Advisory Board, Global Market Development Center Board of Directors and Youngstown State University Athletic Board. He currently is on the President’s Innovative Network Board at GMDC.

The Nominating and Corporate Governance Committee believes that Mr. Juliano’s knowledge and experience with supply chain management for large grocery retailers allows him to substantively contribute to the Company’s business plan both with existing grocery clients, and new clients as the Company expands its business beyond the grocery industry.

Austin F. Noll, Jr. joined the Board of Directors in October 2012. Mr. Noll is the owner of Austin Noll & Associates, a trade relations and industry affairs consultancy based in New Jersey. Mr. Noll started his career with General Foods, spending 22 years in sales related positions. He then became Vice President of Trade Relations for the grocery division of Borden, Inc., and was promoted to Vice President of Industry and Trade Relations, before moving to Nabisco, Inc. as Senior Vice President of Industry and Trade Relations. Mr. Noll has served on the Trade Advisory Boards of Grocery Manufacturing Association, Food Marketing Institute, National Grocers Association, North American Wholesale Grocers Association, Western Association of Food Chains and IGA. He is currently a member of the Board of Directors of Food for All and a founding member of the Trade Advisory Board of Instant Combo Savings.

The Nominating and Corporate Governance Committee believes that Mr. Noll’s experience working for and advising national food retailers provides a unique perspective to the Company that is particularly beneficial as the Company continues to expand its client base within the grocery industry.

-7-

Ronald C. Hodge joined the Board of Directors in February 2013. Mr. Hodge is an advisor to Delhaize America, LLC, a role he transitioned into following his time as Delhaize America’s Chief Executive Officer from March 2011 to October 2012. Prior to Delhaize America, Mr. Hodge served as Executive Vice President and Chief Executive Officer of Hannaford Bros. Co. He joined Hannaford in 1980 and has served in various executive roles, including Vice President and General Manager of Hannaford’s New York Division, Senior Vice President of Retail Operations, Executive Vice President of Sales and Marketing, and Executive Vice President and Chief Operating Officer. He became President of Hannaford in December 2000 and Chief Executive Officer in 2001. While leading the start-up of Hannaford’s entry into upstate New York, Mr. Hodge was elected Chairman of the New York State Food Merchant’s Association, and served on several Community Agency Boards of Directors. He chaired the Northeastern New York United Way Campaign in 1995 and was selected as the New York Capital Region’s Citizen of the Year in 1996. Mr. Hodge holds a Bachelor of Science degree in business administration from Plymouth State College, Plymouth, New Hampshire.

The Nominating and Corporate Governance Committee believes that Mr. Hodge’s 33 years of management experience in the grocery industry, including leading the successful expansion of Hannaford Bros. Co., provides the Company with valuable industry knowledge and insight as the Company continues to grow its scan-based technologies to an expanding client base.

There have been no events under any bankruptcy act, no criminal proceedings and no judgments or injunctions material to the evaluation of the ability and integrity of any director or nominee during the past ten years.

Director Compensation

The outside directors of the Company, consisting of Messrs. Gillis, Allen, Kies, Juliano, Noll, Hodge, and, prior to his passing, Mr. Hermanns, received the following compensation during fiscal 2014:

●	annual cash compensation of $10,000 payable at the rate of $2,500 per quarter. The Company has the right to pay this amount in the form of shares of Common Stock, and did so for all compensation owed directors during fiscal 2014; and

●	upon appointment, outside independent directors receive a grant of $150,000 payable in shares of the Company’s restricted Common Stock calculated based on the market value of the shares of Common Stock on the date of grant. The shares vest ratably over a five-year period.

The following table sets forth information concerning director compensation earned during fiscal year 2014:

Name	Stock Awards ($) (2)	Total ($)

Robert P. Hermanns (1)	37,500		37,500
Robert W. Allen	25,000		25,000
James R. Gillis	25,000		25,000
William S. Kies, Jr.	25,000		25,000
Richard Juliano	40,000		40,000
Austin F. Noll, Jr.	40,000		40,000
Ronald C. Hodge	40,000		40,000

(1)	Mr. Hermanns is not standing for re-election as he passed away on February 11, 2014.
(2)	Stock awards consist solely of stock grants of fully vested Common Stock. Amounts shown do not reflect compensation actually received by the director. Instead, the amounts shown reflect the compensation costs recognized by the Company during the fiscal year for Common Stock awards as determined pursuant to FAS 123R.

-8-

GOVERNANCE AND BOARD MATTERS

Term of Office

The Company’s Articles of Incorporation provides a Board of Directors comprised of one class of directors. Directors serve from the time they are duly elected and qualified until the next Annual Meeting of stockholders or their earlier death, resignation or removal from office.

Director Independence

The Board has determined that all of its members, other than Mr. Fields, who serves as the Company’s Chief Executive Officer, are “independent” within the meaning of Rule 5605(a)(2) of the NASDAQ Stock Market Rules, and the SEC rules regarding independence.

Code of Ethics and Business Conduct

In August 2008, the Company and its Board of Directors unanimously adopted a new Code of Ethics and Business Conduct, which replaced the Code of Ethics adopted in 2005. The Company’s Code of Ethics and Business Conduct is posted at the Company’s website located at www.parkcitygroup.com.

The Role of the Board in Risk Oversight

The Board’s role in the Company’s risk oversight process includes reviewing and discussing with members of management areas of material risk to the Company, including strategic, operational, financial and legal risks. The Board as a whole primarily deals with matters related to strategic and operational risk. The Audit Committee deals with matters of financial and legal risk. The Compensation Committee addresses risks related to compensation and other related matters. The Nominating and Governance Committee manages risks associated with Board independence and corporate governance. Committees report to the full Board regarding their respective considerations and actions.

The Board’s Leadership Structure

Our Board of Directors has discretion to determine whether to separate or combine the roles of Chief Executive Officer and Chairman of the Board. Our founder, Randall K. Fields, has served in both roles since 2001, and our Board continues to believe that his combined role is most advantageous to the Company and our stockholders. Our technology has its genesis in the operations of Mrs. Fields Cookies, co-founded by Mr. Fields, and Mr. Fields possesses in-depth knowledge of the issues, opportunities and risks facing us, our business and our industry and is best positioned to fulfill the Chairman’s responsibility to develop meeting agendas that focus the Board’s time and attention on the most critical matters and to facilitate constructive dialogue among Board members on strategic issues.

In addition to Mr. Fields’ leadership, the Board maintains effective independent oversight through a number of governance practices, including, open and direct communication with management, input on meeting agendas, and regular executive sessions.

-9-

MEETINGS AND COMMITTEES OF DIRECTORS

The Board of Directors met four times and acted four times by unanimous written consent during the fiscal year ended June 30, 2014. The Board of Directors has an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. Each of the Company’s directors who served during fiscal 2014 attended or participated in no less than 75% or more of the aggregate of (i) the total number of meetings of the Board of Directors and (ii) the total number of meetings held by all committees of the Board of Directors on which such director served during fiscal 2014.

The following table represents the composition of each committee of the Board of Directors during the year ended June 30, 2014:

Name of Director	Audit Committee		Compensation Committee	Nominating and Corporate Governance Committee

Randall K. Fields		-	-	-
Robert P. Hermanns (1)		-	-	Member
Robert W. Allen	Chairman		Member	-
James R. Gillis		Member	Chairman	Member
William S. Kies, Jr.	-		-	Chairman
Richard Juliano		Member	Member	-
Austin F. Noll, Jr.		-	-	Member
Ronald C. Hodge		-	Member	-
No. of Meetings Held in 2014		2	2	2

(1)	Mr. Hermanns served on the Nominating and Corporate Governance Committee until his passing on February 11, 2014.

Audit Committee. The Audit Committee provides assistance to the Board of Directors in fulfilling its legal and fiduciary obligations in matters involving our accounting, auditing, financial reporting, internal control and legal compliance functions by approving the services performed by our independent accountants and reviewing their reports regarding our accounting practices and systems of internal accounting controls. The Audit Committee also oversees the audit efforts of our independent accountants and takes those actions as it deems necessary to satisfy it that the accountants are independent of management. The Audit Committee currently consists of Robert W. Allen (Chairman), Richard Juliano and James R. Gillis, each of whom is a non-management member of our Board of Directors. Both Mr. Allen and Mr. Gillis are also considered audit committee financial experts. We believe that the composition of our Audit Committee meets the criteria for independence under, and the functioning of our Audit Committee complies with the applicable requirements of the NASDAQ Stock Market Rules, the Sarbanes-Oxley Act of 2002 and SEC rules and regulations

-10-

Compensation Committee. The Compensation Committee determines our general compensation policies and the compensation provided to our directors and officers. The Compensation Committee also reviews and determines bonuses for our officers and other employees. In addition, the Compensation Committee reviews and determines equity-based compensation for our directors, officers, employees and consultants and administers our stock option plans and employee stock purchase plan. The Compensation Committee currently consists of James R. Gillis (Chairman), Robert W. Allen, Richard Juliano and Ronald C. Hodge, each of whom is a non-management member of our Board of Directors. We believe that the composition of our Compensation Committee meets the criteria for independence under, and the functioning of our Compensation Committee complies with the applicable requirements of the NASDAQ Stock Market Rules, the Sarbanes-Oxley Act of 2002 and SEC rules and regulations.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is responsible for making recommendations to the Board of Directors regarding candidates for directorships and the size and composition of the Board. In addition, the Nominating and Corporate Governance Committee is responsible for overseeing our corporate governance guidelines and reporting and making recommendations to the Board concerning corporate governance matters. The current members of the Nominating and Corporate Governance committee are William S. Kies, Jr. (Chairman), James R. Gillis and Austin F. Noll, Jr. We believe that the composition of our Nominating and Corporate Governance Committee meets the criteria for independence under, and the functioning of our Nominating and Corporate Governance Committee complies with the applicable requirements of the NASDAQ Stock Market Rules, the Sarbanes-Oxley Act of 2002 and SEC rules and regulations.

For a stockholder to submit a candidate for consideration to the Nominating and Corporate Governance Committee, a stockholder must notify the Company’s Corporate Secretary. To make a recommendation for director nomination in advance of an Annual Meeting, a stockholder must notify the Company’s Corporate Secretary in writing no later than June 8, 2015, or 120 days prior to the anniversary of the date of the prior year’s Annual Meeting Proxy Statement. Notices should be sent to the following address:

Park City Group, Inc.

299 South Main Street, Suite 2370

Salt Lake City, Utah 84111

Attn: Corporate Secretary

All notices must include all information relating to the stockholder and the proposed nominee that would be required to be disclosed in a Proxy Statement or other filings required to be made in connection with solicitations of proxies for elections of directors under the proxy rules of the SEC.

-11-

PROPOSAL NO. 32

~~RATIFICATION OF THE APPOINTMENT OF~~

~~HJ & ASSOCIATES, LLC TO SERVE AS OUR~~

~~REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT FISCAL YEAR~~

Upon recommendation of the Audit Committee of the Board of Directors, the Board of Directors appointed HJ & Associates, LLC as our independent registered public accounting firm for the current fiscal year and hereby recommends that the stockholders ratify such appointment.Director Compensation

The ~~Board of Directors may terminate the appointment of HJ & Associates, LLC as the Company’s independent registered public accounting firm without the approval~~outside directors of the ~~Company’s stockholders whenever~~Company, consisting of Messrs. Gillis, Allen, Kies, Juliano, Noll, Hodge, and, prior to his passing, Mr. Hermanns, received the ~~Board of Directors deems such termination necessary or appropriate.~~following compensation during fiscal 2014:

Representatives of HJ & Associates, LLC will be present at the Annual Meeting or available by telephone and will have an opportunity to make a statement if they so desire and to respond to appropriate questions from stockholders.

●	annual cash compensation of $10,000 payable at the rate of $2,500 per quarter. The Company has the right to pay this amount in the form of shares of Common Stock, and did so for all compensation owed directors during fiscal 2014; and

~~Required Vote and Recommendation~~

Ratification of the selection of HJ & Associates, LLC as the Company’s independent auditors for the fiscal year ending June 30, 2014 requires the affirmative vote of a majority of the shares present or represented by proxy and entitled to vote at the Annual Meeting. Under Nevada law, the Company’s Articles of Incorporation and Bylaws, an abstention will have the same legal effect as a vote against the ratification of HJ & Associates, LLC, and each broker non-vote will reduce the absolute number, but not the percentage, of affirmative votes necessary for approval of the ratification. Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” the ratification of HJ & Associates, LLC as the Company’s independent auditors for the fiscal year ending June 30, 2014.

●	upon appointment, outside independent directors receive a grant of $150,000 payable in shares of the Company’s restricted Common Stock calculated based on the market value of the shares of Common Stock on the date of grant. The shares vest ratably over a five-year period.

The ~~Board of Directors recommends that stockholders vote “FOR” the ratification of the selection of HJ & Associates, LLC as Park City Group’s independent auditors for the~~following table sets forth information concerning director compensation earned during fiscal year ~~ending June 30, 2014.~~2014:

~~-6-~~

~~DIRECTORS~~

Name	Stock Awards ($) (2)	Total ($)

Robert P. Hermanns (1)	37,500		37,500
Robert W. Allen	25,000		25,000
James R. Gillis	25,000		25,000
William S. Kies, Jr.	25,000		25,000
Richard Juliano	40,000		40,000
Austin F. Noll, Jr.	40,000		40,000
Ronald C. Hodge	40,000		40,000

~~Name of Nominee~~ (1)			~~Age~~	~~Title~~ Mr. Hermanns is not standing for re-election as he passed away on February 11, 2014.
(2)
~~Randall K. Fields~~	66	~~President, Chief Executive Officer and Chairman~~
~~Robert P. Hermanns~~	70	~~Director~~
~~Robert W. Allen~~	70	~~Director~~
~~James R. Gillis~~	60	~~Director~~
~~William S. Kies, Jr.~~	61	~~Director~~
~~Richard Juliano~~	65	~~Director~~
~~Austin F. Noll, Jr.~~	69	~~Director~~
~~Ronald C. Hodge~~	64	~~Director~~ Stock awards consist solely of stock grants of fully vested Common Stock. Amounts shown do not reflect compensation actually received by the director. Instead, the amounts shown reflect the compensation costs recognized by the Company during the fiscal year for Common Stock awards as determined pursuant to FAS 123R.

~~Randall K. Fields~~ has been the Chief Executive Officer and Chairman of the Board of Directors since June 2001. Mr. Fields founded the Company in 1990 and has been its President, Chief Executive Officer and Chairman of the Board since its inception. Mr. Fields has also been responsible for the strategic direction of the Company since its inception. Mr. Fields co-founded Mrs. Fields Cookies with his then wife, Debbi Fields. He served as Chairman of the Board of Mrs. Fields Cookies from 1978 to 1990. In the early 1970's Mr. Fields established a financial and economic consulting firm called Fields Investment Group. Mr. Fields received a Bachelor of Arts degree in 1968 and a Masters of Arts degree in 1970 from Stanford University, where he was Phi Beta Kappa, Danforth Fellow and National Science Foundation Fellow.

~~Robert P. Hermanns~~ joined the Company in March 2007 as Senior Vice President, and served in that capacity until November 2009. Mr. Hermanns is currently a member of the Company’s Board of Directors. Mr. Hermanns has over 40 years of experience in all phases of retail and wholesale grocery operations, and is currently Director of Food Industry Management Programs at the Marshall School of Business at the University of Southern California. Mr. Hermanns was President and Chief Executive Officer and Vice Chairman of the Board of Directors of Associated Grocers, Inc. from 2002 through 2005. He is also the former Chief Operating Officer of Weis Markets, a $2 billion NYSE company operating 163 retail food markets in the Mid-Atlantic States. Prior to joining AG and Weis Markets, Mr. Hermanns enjoyed a 30-year career with American Stores Company, an $18 billion food and drug retailer, where he held a number of executive management positions including Chief Operating Officer for Procurement and Logistics. A graduate of Western Michigan University with a BS degree in Food Marketing, Mr. Hermanns also holds an MBA from the University of Southern California.

The Nominating and Corporate Governance Committee believes that Mr. Hermanns’ experience as the former President and Chief Executive Officer of one of the leading suppliers to independent retail supermarkets, as well as his extensive senior executive experience with leading retail food and drug retailers contributes to the Board’s understanding of the markets served by the Company, including the Board’s perspective on the strategic interests of potential clients and the viability of various commercial strategies. His previous experience as a senior executive of the Company also allows him to provide a unique perspective of and extensive knowledge on the industries in which the Company operates.

~~-7-~~

~~Robert W. Allen~~ joined the Board of Directors in October 2007. Mr. Allen is a seasoned executive with many years experience as Chairman, President and Chief Executive Officer of businesses ranging in size from $200 million to $2.5 billion. Mr. Allen has over thirty years experience in the dairy industry, most notably as a catalyst for developing companies and a turn-around agent for troubled companies or divisions. Mr. Allen was most recently Chief Executive Officer of Southern Belle Dairy where he established a leadership team to reposition the company and developed a position in the market place for the branding of its products. Prior to this, he was Executive Vice President of Borden, Inc., where he was recruited to turn around the largest and most troubled division of the company. He is also the immediate past Chair of Kid Peace International, a $160 million non-profit agency assisting children in crises.

~~James R. Gillis~~ joined the Board of Directors in February 2008. Mr. Gillis is the former President, Chief Operating Officer and Co-CEO of Source Interlink Companies, Inc., a premier marketing, merchandising and fulfillment company of entertainment products where he was instrumental in developing annual revenue in excess of $1.9 billion and over 95 business units in the United States. While at Source Interlink, Mr. Gillis also developed and maintained relationships with public equity investors, hedge funds, stock analysts, investment banks and private equity firms, both domestically and internationally, while creating a marketing infrastructure to provide a portfolio of fully integrated products and services in 110,000 locations for more than 1,000 retail chains. Prior to his tenure with Source Interlink, he was President, Chief Executive Officer and owner of Brand Manufacturing Corporation, a leading designer and manufacturer of retail display systems. Previously, he was Managing Partner of Aders, Wilcox, Gillis Group, a global developer of trade relationships serving major brand marketers and retailers worldwide.

~~William S. Kies, Jr~~. joined the Board of Directors in November 2011. Mr. Kies is currently a principal of Kies Consulting, LLC, a premier consulting practice specializing in the supermarket industry since 1994. Clients include Fortune 100 consumer package goods corporations and companies offering national services, programs and in-store support to all channels of food distribution. Prior to Kies Consulting, which Mr. Kies founded in 1994, he was the President and Chief Operating Officer of IGA, Inc., the world’s largest banner group of independent supermarkets with over 4,000 stores serviced by 24 wholesalers in 20 countries.

~~Richard Juliano~~ joined the Board of Directors in October 2012. Mr. Juliano is currently engaged with The Radian Group, based in Minneapolis, and operates his own consulting firm. He began his career with Giant Eagle Super Markets, becoming the Senior Vice President and General Manager of the GM/HBC Division and then Senior Vice President of Merchandising and Marketing of the Phar-Mor Division. Mr. Juliano then served as Executive Vice President at Thrifty Payless Drug and Vice President of Marketing and Merchandising at Genuardis Family Markets in Philadelphia. Most recently, he was a senior executive at SUPERVALU, joining the company as Executive Vice President of Supply Chain Services for the Central Region and then moving to the Corporate Retail group as Vice President, GM/HBC, and ultimately Group Vice President of Center Store Merchandising. Mr. Juliano has served on the Red Cross of Columbiana County Board of Directors, National Association of Chain Drug Stores Advisory Board, Global Market Development Center Board of Directors and Youngstown State University Athletic Board. He currently is on the President’s Innovative Network Board at GMDC.

-8-

GOVERNANCE AND BOARD MATTERS

Term of Office

Director Independence

Code of Ethics and Business Conduct

The Role of the Board in Risk Oversight

The Board’s Leadership Structure

-9-

MEETINGS AND COMMITTEES OF DIRECTORS

The following table represents the composition of each committee of the Board of Directors during the year ended June 30, 2014:

Name of Director	Audit Committee		Compensation Committee	Nominating and Corporate Governance Committee

Randall K. Fields		-	-	-
Robert P. Hermanns (1)		-	-	Member
Robert W. Allen	Chairman		Member	-
James R. Gillis		Member	Chairman	Member
William S. Kies, Jr.	-		-	Chairman
Richard Juliano		Member	Member	-
Austin F. Noll, Jr.		-	-	Member
Ronald C. Hodge		-	Member	-
No. of Meetings Held in 2014		2	2	2

(1)	Mr. Hermanns served on the Nominating and Corporate Governance Committee until his passing on February 11, 2014.

-10-

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee ~~believes that Mr. Juliano’s knowledge and experience with supply chain management~~is responsible for ~~large grocery retailers allows him~~making recommendations to ~~substantively contribute to the Company’s business plan both with existing grocery clients, and new clients as the Company expands its business beyond the grocery industry.~~

~~Austin F. Noll, Jr.~~ ~~joined~~ the Board of Directors ~~in October 2012. Mr. Noll is~~regarding candidates for directorships and the ~~owner of Austin Noll & Associates, a trade relations~~size and industry affairs consultancy based in New Jersey. Mr. Noll started his career with General Foods, spending 22 years in sales related positions. He then became Vice President of Trade Relations for the grocery division of Borden, Inc., and was promoted to Vice President of Industry and Trade Relations, before moving to Nabisco, Inc. as Senior Vice President of Industry and Trade Relations. Mr. Noll has served on the Trade Advisory Boards of Grocery Manufacturing Association, Food Marketing Institute, National Grocers Association, North American Wholesale Grocers Association, Western Association of Food Chains and IGA. He is currently a membercomposition of the ~~Board of Directors of Food for All and a founding member of~~Board. In addition, the ~~Trade Advisory Board of Instant Combo Savings.~~

~~The~~ Nominating and Corporate Governance Committee ~~believes that Mr. Noll’s experience working~~is responsible for overseeing our corporate governance guidelines and ~~advising national food retailers provides a unique perspective~~reporting and making recommendations to the ~~Company that is particularly beneficial as the Company continues to expand its client base within the grocery industry.~~

~~Ronald C. Hodge~~ ~~joined the~~ Board of Directors in February 2013. Mr. Hodge is an advisor to Delhaize America, LLC, a role he transitioned into following his time as Delhaize America’s Chief Executive Officer from March 2011 to October 2012. Prior to Delhaize America, Mr. Hodge served as Executive Vice President and Chief Executive Officer of Hannaford Bros. Co. He joined Hannaford in 1980 and has served in various executive roles, including Vice President and General Manager of Hannaford’s New York Division, Senior Vice President of Retail Operations, Executive Vice President of Sales and Marketing, and Executive Vice President and Chief Operating Officer. He became President of Hannaford in December 2000 and Chief Executive Officer in 2001. While leading the start-up of Hannaford’s entry into upstate New York, Mr. Hodge was elected Chairmanconcerning corporate governance matters. The current members of the ~~New York State Food Merchant’s Association,~~Nominating and ~~served on several Community Agency Boards~~Corporate Governance committee are William S. Kies, Jr. (Chairman), James R. Gillis and Austin F. Noll, Jr. We believe that the composition of Directors. He chaired the Northeastern New York United Way Campaign in 1995 and was selected as the New York Capital Region’s Citizen of the Year in 1996. Mr. Hodge holds a Bachelor of Science degree in business administration from Plymouth State College, Plymouth, New Hampshire.

~~The~~our Nominating and Corporate Governance Committee ~~believes that Mr. Hodge’s 33 years~~meets the criteria for independence under, and the functioning of ~~management experience in~~our Nominating and Corporate Governance Committee complies with the ~~grocery industry, including leading~~applicable requirements of the ~~successful expansion~~NASDAQ Stock Market Rules, the Sarbanes-Oxley Act of ~~Hannaford Bros. Co., provides the Company with valuable industry knowledge~~2002 and ~~insight as the Company continues to grow its scan-based technologies to an expanding client base.~~SEC rules and regulations.

~~There have been no events under any bankruptcy act, no criminal proceedings and no judgments or injunctions material~~For a stockholder to submit a candidate for consideration to the ~~evaluation~~Nominating and Corporate Governance Committee, a stockholder must notify the Company’s Corporate Secretary. To make a recommendation for director nomination in advance of an Annual Meeting, a stockholder must notify the Company’s Corporate Secretary in writing no later than June 8, 2015, or 120 days prior to the anniversary of the ~~ability~~date of the prior year’s Annual Meeting Proxy Statement. Notices should be sent to the following address:

Park City Group, Inc.

299 South Main Street, Suite 2370

Salt Lake City, Utah 84111

Attn: Corporate Secretary

All notices must include all information relating to the stockholder and ~~integrity~~the proposed nominee that would be required to be disclosed in a Proxy Statement or other filings required to be made in connection with solicitations of ~~any director or nominee during~~proxies for elections of directors under the ~~past ten years.~~proxy rules of the SEC.

-11-

PROPOSAL NO. 2

Director Compensation

The outside directors of the Company, consisting of Messrs. Gillis, Allen, ~~Hermanns,~~ Kies, Juliano, Noll, Hodge, and, ~~Hodge receive~~prior to his passing, Mr. Hermanns, received the following ~~compensation:~~compensation during fiscal 2014:

●	annual cash compensation of $10,000 payable at the rate of $2,500 per quarter. The Company has the right to pay this amount in the form of shares of Common Stock, and did so for all compensation owed directors during fiscal ~~2013;~~2014; and

●	upon appointment, outside independent directors receive a grant of $150,000 payable in shares of the Company’s restricted Common Stock calculated based on the market value of the shares of Common Stock on the date of grant. The shares vest ratably over a five-year period.

~~-9-~~

The following table sets forth information concerning director compensation earned during fiscal year ~~2013:~~2014:

Name	Name	Stock Awards ($)(1)	Total ($)		Stock Awards ($) (2)		Total ($)

Robert P. Hermanns(1)	Robert P. Hermanns(1)	10,000		10,000	Robert P. Hermanns(1)	37,500			37,500
Robert W. Allen	Robert W. Allen	25,000		25,000	25,000			25,000
James R. Gillis	James R. Gillis	25,000		25,000	25,000			25,000
William S. Kies, Jr.	William S. Kies, Jr.	25,000		25,000	25,000			25,000
Richard Juliano	Richard Juliano	7,500		7,500	40,000			40,000
Austin F. Noll, Jr.	Austin F. Noll, Jr.	7,500		7,500	40,000			40,000
Ronald C. Hodge	Ronald C. Hodge	5,000		5,000	40,000			40,000
Peter Brennan(2)		2,500		2,500

(1)	Stock awards consist solely of stock grants of fully vested Common Stock. Amounts shown do not reflect compensation actually received by the director. Instead, the amounts shown reflect the compensation costs recognized by the Company during the fiscal year for Common Stock awards as determined pursuant to FAS 123R.

(2)	Mr. Brennan resigned from the Board of Directors during fiscal 2013, on October 19, 2012.

(1)	Mr. Hermanns is not standing for re-election as he passed away on February 11, 2014.
(2)	Stock awards consist solely of stock grants of fully vested Common Stock. Amounts shown do not reflect compensation actually received by the director. Instead, the amounts shown reflect the compensation costs recognized by the Company during the fiscal year for Common Stock awards as determined pursuant to FAS 123R.

-8-

GOVERNANCE AND BOARD MATTERS

Term of Office

The Company’s Articles of Incorporation provides ~~for~~a Board of Directors comprised of one class of ~~directors comprising the Board of Directors.~~directors. Directors serve from the time they are duly elected and qualified until the next Annual Meeting of stockholders or their earlier death, resignation or removal from office.

Director Independence

Code of Ethics and Business Conduct

The Role of the Board in Risk Oversight

The Board’s Leadership Structure

-9-

MEETINGS AND COMMITTEES OF DIRECTORS

The Board of Directors met four times and acted ~~twelve~~four times by unanimous written consent during the fiscal year ended June 30, ~~2013.~~2014. The Board of Directors has an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. Each of the Company’s directors who served during fiscal ~~2013~~2014 attended or participated in no less than 75% or more of the aggregate of (i) the total number of meetings of the Board of Directors and (ii) the total number of meetings held by all committees of the Board of Directors on which such director served during fiscal ~~2013.~~2014.

~~-10-~~

The following table represents the composition of each committee of the Board of Directors during the year ended June 30, ~~2013:~~2014:

Name of Director	Audit Committee		Compensation Committee	Nominating and Corporate Governance Committee	Audit Committee		Compensation Committee	Nominating and Corporate Governance Committee

Randall K. Fields		-	-	-		-	-	-
Robert P. Hermanns(1)		-	-	Member		-	-	Member
Robert W. Allen	Chairman		Member	-	Chairman		Member	-
James R. Gillis		Member	Chairman	Member		Member	Chairman	Member
William S. Kies, Jr.	-		-	Chairman	-		-	Chairman
Richard Juliano ~~(1)~~		Member	Member	-		Member	Member	-
Austin F. Noll, Jr.		-	-	Member		-	-	Member
Ronald C. Hodge		-	-	-		-	Member	-
Peter Brennan (2)		Member
No. of Meetings Held in 2013		4	4	4
No. of Meetings Held in 2014						2	2	2

(1)	~~Mr. Juliano became a member of the Audit Committee following Mr. Brennan’s resignation from the Company’s Board of Directors on October 19, 2012.~~

~~(2)~~	Mr. ~~Brennan resigned from~~Hermanns served on the ~~Board of Directors during fiscal 2013,~~Nominating and Corporate Governance Committee until his passing on ~~October 19, 2012.~~February 11, 2014.

-10-

Compensation Committee. The Compensation Committee determines our general compensation policies and the compensation provided to our directors and officers. The Compensation Committee also reviews and determines bonuses for our officers and other employees. In addition, the Compensation Committee reviews and determines equity-based compensation for our directors, officers, employees and consultants and administers our stock option plans and employee stock purchase plan. The Compensation Committee currently consists of James R. Gillis (Chairman), Robert W. Allen, ~~and~~ Richard Juliano and Ronald C. Hodge, each of whom is a non-management member of our Board of Directors. We believe that the composition of our Compensation Committee meets the criteria for independence under, and the functioning of our Compensation Committee complies with the applicable requirements of the NASDAQ Stock Market Rules, the Sarbanes-Oxley Act of 2002 and ~~the current rules of the Securities and Exchange Commission~~SEC rules and regulations.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is responsible for making recommendations to the Board of Directors regarding candidates for directorships and the size and composition of the Board. In addition, the Nominating and Corporate Governance Committee is responsible for overseeing our corporate governance guidelines and reporting and making recommendations to the Board concerning corporate governance matters. The current members of the Nominating and Corporate Governance committee are William S. Kies, Jr. (Chairman), James R. Gillis ~~Robert P. Hermanns~~ and Austin F. Noll, Jr. We believe that the composition of our Nominating and Corporate Governance Committee meets the criteria for independence under, and the functioning of our Nominating and Corporate Governance Committee complies with the applicable requirements of the NASDAQ Stock Market Rules, the Sarbanes-Oxley Act of 2002 and ~~the current rules of the Securities and Exchange Commission~~SEC rules and regulations.

~~-11-~~

Park City Group, Inc.

299 South Main Street, Suite 2370

Salt Lake City, Utah 84111

Attn: Corporate Secretary

-11-

PROPOSAL NO. 2

RATIFICATION OF THE APPOINTMENT OF

HJ & ASSOCIATES, LLC TO SERVE AS OUR

REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT FISCAL YEAR

Upon recommendation of the Audit Committee of the Board of Directors, the Board of Directors appointed HJ & Associates, LLC as our independent registered public accounting firm for the current fiscal year and ~~Exchange Commission.~~hereby recommends that the stockholders ratify such appointment.

The Board of Directors may terminate the appointment of HJ & Associates, LLC as the Company’s independent registered public accounting firm without the approval of the Company’s stockholders whenever the Board of Directors deems such termination necessary or appropriate.

Required Vote and Recommendation

Ratification of the selection of HJ & Associates, LLP as the Company’s independent auditors for the fiscal year ending June 30, 2015 requires the affirmative vote of a majority of the shares present or represented by proxy and entitled to vote at the Annual Meeting. Under Nevada law and the Company’s Articles of Incorporation and Bylaws, each broker non-vote will reduce the absolute number, but not the percentage, of affirmative votes necessary for approval of the ratification. Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” the ratification of HJ & Associates, LLP as the Company’s independent auditors for the fiscal year ending June 30, 2015.

The Board of Directors recommends that stockholders vote “FOR” the ratification of the selection of HJ & Associates, LLC as Park City Group’s independent auditors for the fiscal year ending June 30, 2015.

-12-

EXECUTIVE OFFICERS

The following table sets forth information regarding the executive officers of the Company during the year ended June 30, ~~2013:~~2014:

Name	Age		Title

Randall K. Fields		65 67		Chief Executive Officer, Chairman of the Board and Director
Edward L. Clissold		57 58		Chief Financial Officer, Secretary, General Counsel

The executive officers named above were appointed by the Board of Directors to serve in such capacities until their respective successors have been duly appointed and qualified or until their earlier death, resignation or removal from office.

Randall K. Fields has been the Chief Executive Officer, and Chairman of the Board of Directors since June 2001. Mr. Fields founded the Company in 1990 and has been its President, Chief Executive Officer, and Chairman of the Board since its inception. Mr. Fields has been responsible for the strategic direction of the Company since its inception. Mr. Fields co-founded Mrs. Fields Cookies with his then wife, Debbi Fields. He served as Chairman of the Board of Mrs. Fields Cookies from 1978 to 1990. In the early 1970's Mr. Fields established a financial and economic consulting firm called Fields Investment Group. Mr. Fields received a Bachelor of Arts degree in 1968 and a Masters of Arts degree in 1970 from Stanford University, where he was Phi Beta Kappa, Danforth Fellow and National Science Foundation Fellow.

Edward L. Clissold joined the Company in March 2002 as General Counsel, and in August 2012 was appointed as the Company’s Chief Financial Officer. Mr. Clissold currently serves as both General Counsel and Chief Financial Officer of the Company. Prior to his time with the Company, Mr. Clissold served as General Counsel for Mrs. Fields Cookies from August 1987 to April 1995 and was also in private practice. Mr. Clissold holds a Bachelors degree in Finance from the University of Utah and a Law Degree from Brigham Young University.

~~-12-~~

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth certain information about the compensation paid or accrued during the year ended June 30, ~~2013~~2014 to our Chief Executive Officer and our Chief Financial Officer, our only executive officer, other than our Chief Executive Officer, who was serving as an executive officer as of June 30, ~~2013~~2014 and whose annual compensation exceeded $100,000 during such year (collectively the "Named Executive Officers"):

Name and Principal Position Year
Salary
($)

Bonus
($)

Stock Awards
($) (1)
All Other Compensation ($)
Total
($)
Randall K. Fields

2013

375,000
(2)

73,125

66,000
(3)

79,492
(4)

593,617
Chief Executive Officer and Chairman of the Board

2012

375,000
(2)

165,625

66,000
(3)

72,471
(4)

679,096

Edward L. Clissold

2013

144,417

-

3,885

-

148,302
Chief Financial Officer, General Counsel

2012

83,000

-

3,192

-

86,192

Name and Principal Position	Year	Salary ($)			Bonus ($)			Stock Awards ($) (1)			All Other Compensation ($)			Total ($)
Randall K. Fields	2014		550,000	(2)		448,125	(3)		519,000	(4)		116,715	(5)	1,633,840
Chief Executive Officer and Chairman of the Board	2013		375,000	(2)		73,125	(3)		66,000	(4)		79,492	(5)	593,617

Edward L. Clissold	2014		150,000			-			38,497			-		188,497
Chief Financial Officer, General Counsel	2013		144,417			-			3,885			-		148,302

-13-

(1)	Stock awards consist solely of shares of restricted Common Stock. Amounts shown do not reflect compensation actually received by the Named Executive Officer. Instead, the amounts shown are the compensation costs recognized by the Company during the fiscal year for stock awards as determined pursuant to FAS 123R.

(2)	~~$325,000 of~~ On June 30, 2013, the Company and Mr. ~~Fields’ cash compensation was paid to~~Fields and Fields Management, Inc., a management company wholly-owned by Mr. Fields (“FMI”), entered into an updated Employment Agreement and an updated Service Agreement, respectively, replacing similar agreements that expired on the same date. The year-over-year change in Mr. Fields’ salary, bonus and other compensation are a result of terms in the updated agreements. See “Employment Agreements” below for a more detailed description of Mr. Fields’ updated Employment Agreement and FMI’s updated Service Agreement. $500,000 and $325,000 of Mr. Fields’ cash compensation during 2014 and 2013, respectively, was paid to FMI pursuant to the terms and ~~2012, respectively.~~ conditions of the Service Agreement in effect during the applicable period.

(3)	~~Represents~~ The terms and conditions of the ~~value~~updated Employment Agreement by and between Mr. Fields and the Company, dated June 30, 2013, and the updated Services Agreement, by and between FMI and the Company, dated June 30, 2013, provide for an incentive bonus to be paid to Mr. Fields at the discretion of ~~60,000 shares~~the Compensation Committee and upon approval by the Board of ~~Common Stock issued~~Directors, based upon the Company’s achievement of certain performance goals. Upon recommendation of the Compensation Committee, the Board of Directors approved a $375,000 bonus to ~~Fields Management, Inc. which vested~~Mr. Fields. This amount reflects successful completion of certain business objectives, including successful implementation of ReposiTrack during the ~~reporting~~year ended June 30, 2014 and an increase in revenue during the 2014 period, as compared to the 2013 period. ~~The shares were originally issued in July 2009 under~~ Amounts reported for the ~~terms~~years ended June 30, 2014 and 2013 also include $78,125 attributable to annual vesting of a previously granted bonus.

(4)	Pursuant to Services Agreement by and between the Company and ~~Fields Management, Inc.,~~FMI in effect during the applicable periods, FMI received 600,000 shares of restricted Common Stock in July 2009 and 600,000 shares of restricted Common Stock in July 2013. The shares vest ratably over a 10-year period and are valued as of the date of issuance, or $1.10 per ~~share.~~share and $7.55 per share, respectively. The amounts reported herein represent the value of the shares of Common Stock that vested during the applicable periods.

(4)	These amounts include premiums paid on life insurance policies of $57,392 and $25,344 for ~~each of~~2014 and 2013, ~~and 2012;~~respectively; computer related expenses of $6,000 for each of 2014 and ~~$7,113 for 2013 and 2012, respectively;~~2013; Company car related expenses of $17,917 and $16,958 for 2014 and ~~$18,363 for~~ 2013, ~~and 2012,~~ respectively; medical premiums of $23,406 and $19,190 for 2014 and ~~$9,651 for~~ 2013, ~~and 2012,~~ respectively; and reimbursement for certain accounting services of $12,000 for each of ~~2013~~2014 and ~~2012, respectively.~~2013.

Employment Arrangements

~~During the year ended June 30, 2013, the~~The Company ~~had~~has an Employment Agreement with its Chief Executive Officer, Randall K. Fields, pursuant to which Mr. Fields ~~was~~is employed by the Company in the position of Sales Department Manager through June 30, ~~2013~~2018 for annual compensation of ~~$50,000.~~ $50,000, subject to annual increases equal to 75% of the Company’s percentage annual revenue growth beginning in the 2014 fiscal year. Mr. Fields may also be eligible for an annual incentive bonus, awarded at the discretion of the Company’s Board of Directors.

The Company also ~~had~~has a Services Agreement with Fields Management, Inc. (“FMI”), to provide certain executive management services to the Company, including designating Mr. Fields to perform the functions of President and Chief Executive Officer for the Company (“Executive”) through June 30, 2013. Randall K. Fields, FMI’s designated Executive, who currently serves as the Company’s Chairman of the Board, President and Chief Executive Officer, controls FMI. Under the terms of the Services Agreement, FMI was paid an annual base fee of $325,000, payable in equal semi-monthly installments. In addition, FMI was entitled to the following:

~~-13-~~

●	~~an incentive bonus based upon the Company’s achievement of performance goals determined each year by the Compensation Committee of the Company’s Board of Directors;~~

●	~~up to $1,200 per month for reimbursement of a vehicle of Executive’s choice;~~

●	~~an annual allowance of up to $6,000 for computer equipment;~~

●	~~600,000 shares of Common Stock of the Company, subject to a pro-rata (10) ten-year vesting schedule;~~

●	~~payment of premiums for health insurance; and~~

●	~~reimbursement for certain accounting expense.~~

~~The Company was also obligated to maintain a term life insurance policy in the name of the Executive for $10 million, with the beneficiary to be designated by the Executive.~~

~~Following the end of fiscal 2013, the Company and Mr. Fields entered into a new Employment Agreement~~2018 (the “~~2013 Employment Agreement”), and the Company and FMI entered into a new Services Agreement (the “2013~~ Services Agreement”)~~, which agreements govern~~. Pursuant to the ~~terms of Mr. Fields’s position as Sales Department Manager and FMI’s relationship with the Company, respectively, until June 30, 2018.~~

Under the terms of the 2013 Employment Agreement, Mr. Fields will receive an annual salary of $50,000, subject to annual increases equal to 75% of the Company’s percentage annual revenue growth beginning in the 2014 fiscal year. Mr. Fields may also be eligible for an annual incentive bonus, awarded at the discretion of the Company’s Board of Directors.

~~Under the terms of the 2013~~ Services Agreement, FMI is paid an annual base fee of $500,000, subject to annual increases equal to 75% of the Company’s percentage annual revenue growth beginning in the 2014 fiscal year. FMI may also be eligible for an annual incentive bonus, awarded at the discretion of the Company’s Board of Directors.

-14-

FMI ~~will~~ also ~~receive:~~receives: (i) up to $1,200 per month for reimbursement of vehicle expenses; (ii) an annual computer equipment allowance of up to $6,000; (iii) 600,000 shares of the Company’s Common Stock, subject to a pro-rata 10-year vesting schedule; and (iv) a retirement annuity or other bonus award to be developed within six moths of the effective date. The Company also ~~agreed to buy, maintain~~maintains and ~~pay~~pays the premiums for a $5.0 million life insurance policy in the name of Mr. Fields, with the beneficiary to be designated by Mr. Fields at his sole discretion.

~~-14-~~

Outstanding Equity Awards at Fiscal Year-End

The following table generally sets forth the number of outstanding equity awards that have not been earned or vested or that have not been exercised for each of the Named Executive Officers as of June 30, ~~2013.~~2014. No other equity awards otherwise reportable in this table have been granted to any of our Named Executive Officers.

	Option Awards						Stock Awards				Option Awards					Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)	Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)			Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)(1)

Randall K. Fields	-		-				42,000	$	46,200	(1)	-	-	$	-	-	1,035,658	$	11,278,316
Chief Executive Officer, Chairman and Director							94,572	$	359,375	(2)


Edward L. Clissold	4,000	(3)	-	$	1.50	07/18/2013	40,000	$	136,000	(4)	-	-	$	-	-	33,700	$	366,993
Chief Financial Officer, Secretary, General Counsel							1,350	$	5,602	(5)
							1,600	$	7,696	(6)

(1)	Market value ~~of $1.10 per share,~~ based on the closing price of the ~~Company’s~~Company's Common Stock on ~~the date of grant, July, 1, 2009,~~June 30, 2014, as reported ~~by the NYSE MKT.~~
~~(2)~~	~~Market value of $3.80 per share, based~~ on the ~~closing price of the Company’s Common Stock on the date of grant, June 30, 2013, as reported by the NYSE MKT.~~
~~(3)~~	~~Options exercised on July __, 2013.~~
~~(4)~~	~~Market value of $3.40 per share, based on the closing price of the Company’s Common Stock on the date of grant, August 29, 2012, as reported by the NYSE MKT.~~
~~(5)~~	~~Market value of $4.15 per share, based on the closing price of the Company’s Common Stock on the date of grant, September 29, 2011, as reported by the NYSE MKT.~~
~~(6)~~	~~Market value of $4.81 per share, based on the closing price of the Company’s Common Stock on the date of grant, November 15, 2010, as reported by the NYSE MKT.~~NASDAQ Capital Market.

401(k) Retirement Plan

The Company offers an employee benefit plan under Benefit Plan Section 401(k) of the Internal Revenue Code. The Company utilizes Fidelity Investments as its administrator and trustee of the Company’s 401(k) plan. Employees who have attained the age of 18 are immediately eligible to participate. The Company, at its discretion, may match employee’s contributions at a percentage determined annually by the Board of Directors. The Company does not currently match contributions.

-15-

Indemnification for Securities Act Liabilities

Nevada law authorizes, and the Company's Bylaws ~~and Indemnity Agreements~~ provide for, indemnification of the Company's directors and officers against claims, liabilities and amounts paid in settlement, and expense in a variety of circumstances. Indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted for directors, officers and controlling persons of the Company pursuant to the foregoing or otherwise. However, the Company has been advised that, in the opinion of the ~~Securities and Exchange Commission,~~SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

~~-15-~~

Compensation Committee Interlocks and Insider Participation

No executive officers of the Company serve on the Compensation Committee (or in a like capacity) for the Company or any other entity.

~~Transactions with Related Persons, Partners and Control Persons~~

~~There were no transactions between the Company’s Directors or Executive Officer and any~~ Related ~~Person, Partner or Control Person during~~Party Transactions

During the year ended June 30, ~~2013.~~2014, the Company was a party to a Service Agreement with FMI, pursuant to which FMI provided certain executive management services to the Company, including designating Mr. Randall K. Fields to perform the functions of President and Chief Executive Officer for the Company. Randall K. Fields, FMI’s designated Executive, who also serves as the Company’s Chairman of the Board of Directors, controls FMI. Amounts paid to FMI in connection in with the Service Agreement are reflected above in the Summary Compensation Table.

AUDIT COMMITTEE REPORT

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls. HJ & Associates, LLC, the Company’s independent registered public accounting firm, is responsible for performing an independent audit of the Company’s financial statements and issuing an opinion on the conformity of those audited financial statements with U.S. Generally Accepted Accounting Principles. The Audit Committee monitors the Company’s financial reporting process and reports to the Board on its findings.

In fulfilling its oversight responsibilities, the Audit Committee hereby reports as follows:

1.	The Audit Committee has reviewed and discussed the audited financial statements with the Company’s management.

The Audit Committee has discussed with HJ & Associates, LLC, its independent registered public accounting firm, the matters required to be discussed by the Statement on Auditing Standards No. 61, as amended (Codification of Statements on Auditing Standards, AU 380), as adopted by the Public Company Accounting Oversight Board (“PCAOB”) in Rule 3200T.

The Audit Committee has received from HJ & Associates, LLC, its independent registered public accounting firm the written disclosures regarding the independent registered public accounting firm’s independence required by PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, and has discussed with HJ & Associates, LLC the firm’s independence.

Based on the review and discussions referred to in paragraphs (1) through (3) above, the Audit Committee recommended to the Board, and the Board has approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, ~~2013,~~2014, for filing with the Securities and Exchange Commission.

The undersigned members of the Audit Committee have submitted this Report to the Board of Directors.

Robert W. Allen

James Gillis

Richard Juliano

-16-

INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

The Audit Committee has selected HJ & Associates, LLC as the independent accountants of the Company for the fiscal year ending June 30, ~~2013.~~2015. Representatives of HJ & Associates, LLC are expected to be present at the Annual Meeting or be available by telephone, and are expected to be available to respond to questions. They will also be afforded an opportunity to make a statement if they desire to do so.

Previously, the Audit Committee of the Board of Directors of the Company appointed HJ & Associates, LLC as the independent registered public accounting firm to audit the financial statements of the Company and its subsidiaries for the fiscal years ended June 30, 2014, 2013, 2012, 2011, 2010, 2009 and 2008.

The following table presents approximate aggregate fees and other expenses for professional services rendered by HJ & Associates, LLC for the audit of the Company’s annual financial statements for the years ended June 30, ~~2013~~2014 and ~~2012~~2013 and fees and other expenses for other services rendered during those periods.

		2013		2012		2014		2013

Audit Fees	$	60,100	$	62,500	$	75,000	$	60,100
Audit-Related Fees		-		-		-		-
Tax Fees	$	11,000		14,000	$	15,700		11,000
All Other Fees				-		-		-
Total	$	71,100	$	76,500	$	90,700	$	71,100

Audit Fees

Audit fees in ~~2013~~2014 and ~~2012~~2013 relate to services rendered in connection with the audit of the Company’s consolidated financial statements.

Tax Fees

Tax fees in ~~2013~~2014 and ~~2012~~2013 include fees for services with respect to tax compliance, tax advice and tax planning.

Audit Committee Pre-Approval Policies

The Audit Committee has established its pre-approval policies and procedures, pursuant to which the Audit Committee approved the foregoing audit and permissible non-audit services provided by HJ & Associates, LLC in fiscal ~~2013~~2014 and ~~2012.~~2013. Such procedures govern the ways in which the Audit Committee pre-approves audit and various categories of non-audit services that the auditor provides to the Company. Services which have not received pre-approval must receive specific approval of the Audit Committee. The Audit Committee is to be informed of each such engagement in a timely manner, and such procedures do not include delegation of the Audit Committee’s responsibilities to management.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

There have been no changes in or disagreements with accountants on accounting and financial disclosure.

-17-

OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT

AND RELATED STOCKHOLDER MATTERS

The following table sets forth information regarding shares of our Series B Preferred beneficially owned as of October ~~24, 2013~~6, 2014 by:

(i)	each of our officers and directors;
(ii)	all officers and directors as a group; and
(iii)	each person known by us to beneficially own five percent or more of the outstanding shares of our ~~Preferred Stock.~~Series B Preferred. Percent ownership is calculated based 411,927 shares of our Series B Preferred outstanding at October ~~24, 2013.~~6, 2014.

Name	Series B Convertible Preferred Stock			% Ownership of Class
Robert W. Allen		52,301			12.70	%
Riverview Financial Corp.		359,626	(1)		87.30	%
Randall K. Fields		359,626	(2)		87.30	%

*Less than 1%

(1)	Includes 10,000 shares of Series B Preferred held in the name Julie Fields, Mr. ~~Fields~~Fields' spouse.

(2)	Includes 349,626 shares of Series B Preferred held in the name of Riverview Financial Corp. and 10,000 shares of Series B Preferred in the name of Julie Fields. Mr. Fields is the beneficial owner of Riverview Financial Corp. and the spouse of Mrs. Fields.

The following table sets forth information regarding shares of our Common Stock beneficially owned as of October ~~24, 2013~~6, 2014 by: (i) each of our officers and directors, (ii) all officers and directors as a group and (iii) each person known by us to beneficially own five percent or more of the outstanding shares of our Common Stock.

Name Common Stock Common Stock Warrants Exercisable Within 60 Days
Total Stock and Stock Based Holdings (1)
% Ownership of Class
Randall K. Fields (2)

5,774,206
(3)(4)

6,875
(5)

5,781,081

33.2
%
Edward L. Clissold (2)

10,371

-

10,371

*

Robert Hermanns (2)

114,028

18,333
(5)

132,361

*

James R. Gillis (2)

148,106

-

148,106

*

Robert W. Allen (2)

808,521
(6)

71,414
(7)

879,935

5.3
%
William S. Kies, Jr. (2)

14,775

2,750
(5)

17,525

*

Richard Juliano (2)

7,398

1,833
(5)

9,231

*

Austin F. Noll, Jr. (2)

18,509

5,500
(5)

24,009

*

Ronald C. Hodge (2)

350,493

115,329
(8)

465,822

2.8
%
Directors Group (9 persons)

7,246,407

222,034

7,468,441

42.0
%
Goldman Capital Management

1,404,854

-

1,404,854

8.5
%

Name	Common Stock		Common Stock Warrants Exercisable Within 60 Days		Total Stock and Stock Based Holdings (1)	% Ownership of Class
Randall K. Fields	5,893,462	(2)(3)	6,875	(4)	5,900,337	32.8	%
Edward L. Clissold	28,441		-		28,441	*	%
James R. Gillis	164,964		-		164,964	1.0	%
Robert W. Allen	824,559	(5)	71,414	(6)	895,973	5.2	%
William S. Kies, Jr.	27,429		2,750	(4)	30,179	*	%
Richard Juliano	19,357		1,833	(4)	21,190	*	%
Austin F. Noll, Jr.	34,601		-		34,601	*	%
Ronald C. Hodge	360,303		115,329	(7)	475,632	2.8	%
Officers and Directors, as a group (8 persons)	7,353,116		198,201		7,551,317	41.2	%

Major Stockholder(s):
Goldman Capital Management	861,800		-		861,800	5.0	%

*Less than 1%

-18-

(1)	For purposes of this table “beneficial ownership” is determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, pursuant to which a person or group of persons is deemed to have “beneficial ownership” of any shares that such person or group has the right to acquire within 60 days after October ~~24, 2013.~~6, 2014. For purposes of computing the percentage of outstanding common shares held by each person or group of persons named above, any shares that such person or group has the right to acquire within 60 days after October ~~24, 2013,~~6, 2014, are deemed outstanding but are not deemed to be outstanding for purposes of computing the percentage ownership of any other person or group. As of October ~~24, 2013,~~6, 2014, there were ~~16,619,211~~17,106,645 shares of our Common Stock issued and outstanding. ~~There were also outstanding warrants entitling the holders to purchase 225,129 shares of our Common Stock owned by officers and/or directors of the Company.~~

(2)	~~Officers and directors of the Company.~~

~~(3)~~	Includes ~~243,253~~380,448 shares of Common Stock held in the name of Fields Management, Inc., of which Mr. Fields is the beneficial owner, ~~651,152~~650,693 shares of Common Stock held in the name of Riverview Financial Corp., of which Mr. Fields is the beneficial owner, and 30,667 held by Mr. Fields’ spouse, Julie Fields.

~~(4)~~(3)	Includes 874,065 shares issuable upon conversion of 349,626 shares of Series B Preferred held by Riverview Financial Corp., of which Mr. Fields is the beneficial owner, and 25,000 shares issuable upon conversion of 10,000 shares of Series B ~~Convertible~~ Preferred held Mr. Fields’ spouse, Julie Fields.

~~(5)~~(4)	Warrant is exercisable for $3.60 per share and expires on March 14, 2018 or March 15, 2018.

~~(6)~~(5)	Includes 118,933 shares of Common Stock held in trust, in which Mr. Allen is the trustee. Includes 130,753 shares issuable upon conversion of 52,301 shares of Series B Preferred held by Mr. Allen.

~~(7)~~(6)	Includes warrants for 45,833 and 25,581 which are exercisable for $3.60 and $6.45 per share and expire on March 14, 2018 and August 27, 2018, respectively.

~~(8)~~(7)	Includes warrants for 64,166 and 51,163 which are exercisable for $3.60 and $6.45 per share and expire on March 14, 2018 and August 27, 2018, respectively.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors and executive officers, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company’s securities with the Securities and Exchange Commission on Forms 3 (Initial Statement of Beneficial Ownership), 4 (Statement of Changes of Beneficial Ownership of Securities) and 5 (Annual Statement of Beneficial Ownership of Securities). Directors, executive officers and beneficial owners of more than 10% of the Company’s Common Stock are required by Securities and Exchange Commission regulations to furnish the Company with copies of all Section 16(a) forms that they file.

To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended June 30, ~~2013,~~2014, each of our directors failed to report the issuance of shares to them in consideration for the payment of director fees owed to them during such fiscal year and/or had one or more late filings related to the acquisition and/or disposition of securities.

-19-

ADDITIONAL INFORMATION

Deadline for Receipt of Stockholder Proposals

Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, stockholder proposals to be presented at our ~~2014~~ Annual Meeting and included in our Proxy Statement and form of proxy relating to that Annual Meeting must be received by us at our principal executive offices at 299 South Main Street, Suite 2370, Salt Lake City, Utah 84111, addressed to our Corporate Secretary, no later than June ~~__, 2014.~~8, 2015. These proposals must comply with applicable Nevada law, the rules and regulations promulgated by the Securities and Exchange Commission and the procedures set forth in our Bylaws.

Stockholders who intend to present a proposal at such Annual Meeting without inclusion of such proposal in our proxy materials pursuant to Rule 14a-8 under the Exchange Act are required to provide advanced notice of such proposal to us at the aforementioned address no later than June ~~__, 2014.~~8, 2015.

We reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these and all other applicable requirements.

Stockholder Communications with the Board of Directors

Our Board of Directors provides stockholders with the ability to send communications to the Board of Directors, and stockholders may do so at their convenience. In particular, stockholders may send their communications to: Board of Directors, c/o Corporate Secretary, Park City Group, Inc., 299 South Main Street, Suite 2370, Salt Lake City, Utah, 84111. All communications received by the Corporate Secretary are relayed to the Board of Directors of the Company. Members of the Board of Directors are not required to attend the Annual Stockholders Meeting.

Householding of Proxy Materials

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement and annual report addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

A number of brokers with account holders who are stockholders of the Company will be “householding” the Company’s proxy materials. A single set of the Company’s proxy materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate set of the Company’s proxy materials, please notify your broker or direct a written request to the Corporate Secretary at 299 South Main Street, Suite 2370, Salt Lake City, Utah 84111 or by calling (435) 645-2000. The Company undertakes to deliver promptly, upon any such oral or written request, a separate copy of its proxy materials to a stockholder at a shared address to which a single copy of these documents was delivered. Stockholders who currently receive multiple copies of the Company’s proxy materials at their address and would like to request “householding” of their communications should contact their broker, bank or other nominee, or contact the Company at the above address or phone number.

Other Matters

At the date of this Proxy Statement, the Company knows of no other matters, other than those described above, that will be presented for consideration at the Annual Meeting. If any other business should come before the Annual Meeting, it is intended that the proxy holders will vote all proxies using their best judgment in the interest of the Company and the stockholders.

-20-

The Notice, mailed to stockholders on or about October 6, 2014, contains instructions on how to access the Company’s 2013 Annual Report on Form 10-K for the fiscal year ended June 30, ~~2013 is being mailed to all stockholders of record as of the Record Date concurrently with the mailing of this Proxy Statement.~~2014. The Annual Report on Form 10-K, which includes audited financial statements, does not form any part of the material for the solicitation of proxies.

The Board of Directors invites you to attend the Annual Meeting in person. Whether or not you expect to attend the Annual Meeting in person, please ~~sign, date and return the enclosed proxy card~~submit your vote by internet, telephone or mail as promptly ~~in the enclosed envelope,~~as possible so that your shares will be represented at the Annual Meeting.

REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE ~~DATE, SIGN~~READ THE ACCOMPANYING PROXY STATEMENT AND ~~RETURN THE PROXY CARD AT YOUR EARLIEST CONVENIENCE IN THE ENCLOSED RETURN ENVELOPE. A PROMPT RETURN OF YOUR PROXY CARD WILL BE APPRECIATED~~THEN VOTE BY INTERNET, TELEPHONE OR E-MAIL AS ITPROMPTLY AS POSSIBLE. VOTING PROMPTLY WILL SAVE US ADDITIONAL EXPENSE IN SOLICITING PROXIES AND WILL ENSURE THAT YOUR SHARES ARE REPRESENTED AT THE ~~EXPENSE OF FURTHER MAILINGS.~~ANNUAL MEETING.

By order of the Board of Directors,

~~By order of the Board of Directors,~~

Randall K. Fields

~~Chief Executive Officer, Chairman and Director~~

Chief Executive Officer, Chairman and Director

~~-20-~~-21-

PARK CITY GROUP, INC.

PROXY SOLICITED ON BEHALF OF THE BOARD ~~OF DIRECTORS~~

OF PARK CITY GROUP, INC. FOR THE ANNUAL MEETING OF STOCKHOLDERS

The undersigned revokes all previous proxies and constitutes and appoints Randall K. Fields and Edward L. Clissold, and each of them, his or her true and lawful agent and proxy with full power of substitution in each, to represent and to vote on behalf of the undersigned all of the shares of ~~Common Stock and Series B Convertible Preferred Stock of~~ Park City Group, Inc. (the “~~Compan~~Companyy””) which the undersigned is entitled to vote at the Company’s Annual Meeting of Stockholders, ~~of the Company~~ to be held at the Company’s corporate offices located at 299 South Main Street, Suite 2370, Salt Lake City, Utah ~~84111,~~on November 17, 2014 at 9:00 a.m., local time, ~~on December 9, 2013,~~ and at any adjournment(s) or postponement(s) thereof, upon the following proposals more fully described in the Notice of Annual Meeting of Stockholders and Proxy Statement for the Annual Meeting (receipt of which is hereby acknowledged).

This proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder. If no direction is made, this proxy will be voted FOR ~~Proposal~~Proposals Nos. 1 2 and 3,2, which have been proposed by our Board, ~~of Directors,~~ and in his or her discretion, upon other matters as may properly come before the Annual Meeting.

(continued and to be signed on reverse side)

-22-

~~Please Detach and Mail in the Envelope Provided~~

x ~~Please mark your votes as indicated in this example.~~

ELECTION OF ~~DIRECTORS.~~

~~FOR~~

~~WITHHELD~~

DIRECTORS

~~[ ]~~

~~Nominees:~~

Nominees:

FOR

WITHHELD

~~VOTE FOR all the nominees listed;~~

~~except vote withheld from the following nominee(s) (if any):~~

Randall K. Fields

Robert ~~P. Hermanns~~W. Allen

~~Robert W. Allen~~ James R. Gillis

William S. Kies, Jr.

~~James R. Gillis~~

Richard Juliano

~~Richard Juliano~~

~~Austin F. Noll, Jr.~~

~~Ronald C. Hodge~~

Austin F. Noll, Jr.

~~FOR~~

~~AGAINST~~

~~ABSTAIN~~

~~RATIFYING THE ISSUANCE OF SHARES PURSUANT TO THE COMPANY’S 2011 STOCK INCENTIVE PLAN, AS AMENDED, AND THE 2011 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED, BETWEEN MARCH 1, 2011 AND MARCH 29, 2013~~

~~[ ]~~

Ronald C. Hodge

~~FOR~~

~~AGAINST~~

~~ABSTAIN~~

~~2. 62.~~

RATIFYING THE APPOINTMENT OF HJ & ASSOCIATES, ~~LLC~~LLP AS PARK CITY ~~GROUP’S~~GROUP, INC.’S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, ~~2014~~2015

~~[ ]~~FOR

AGAINST

ABSTAIN

~~[ ]~~

IN HIS OR HER DISCRETION, THE PROXY IS AUTHORIZED TO VOTE UPON OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING.

~~IN HIS OR HER DISCRETION, THE PROXY IS AUTHORIZED TO VOTE UPON OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING.~~

~~[ ]~~

I WILL ATTEND THE ANNUAL MEETING.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY, USING THE ENCLOSED ENVELOPE.

Signature of Stockholder _______________________	Signature of Stockholder ~~___________________ Signature of Stockholder ____________________~~_________________________ (IF HELD ~~JOINTLY~~JOINTLY)
Dated: ~~____________________________________~~________________________________, 2014

Note: This proxy must be signed exactly as the name appears hereon. When shares are held by joint tenants, both should sign. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If the signer is a partnership, please sign in partnership name by authorized person.

Name and Position	Issuances under the 2011 SIP, as amended			Issuances under the 2011 ESPP, as amended
	No. of Shares	Dollar Value ($)(1)		No. of Shares	Dollar Value ($)(1)
Randall K. Fields	900	$	3,846	4,775	$	2,304
Chief Executive Officer, Chairman and Director

Edward L. Clissold	1,050	$	7,077	2,648	$	1,272
Chief Financial Officer

Non-Executive Director Group	-	$		-	$	-

Non-Executive Officer Employee Group	309,246	$	1,171,729	99,722	$	49,618

Total	312,196			107,145