UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C.  20549




FORM
10-K/A  (Amendment No. 1)




(Mark One)


☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 2014




OR


☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934




For the Transition period from ______ to ______




Commission File Number:  001-31569



CANTERBURY PARK HOLDING CORPORATION(Exact Name of Registrant as Specified in its Charter)


Minnesota

41-1775532(State or Other Jurisdictionof Incorporation or Organization)

(I.R.S. Employer

Identification No.)
 1100 Canterbury Road

Shakopee, MN  55379


(Address of principal executive offices and zip code)




Registrant’s telephone number, including area code:  (952) 445-7223




Securities registered pursuant to Section 12(b) of the Act:


Common Stock, $.01 par value

The NASDAQ Stock Market LLCTitle of Each Class

Name of Exchange on which Registered




Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒




Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ☐ NO ☒




Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐




Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). YES ☒ NO ☐




Indicate by check mark if disclosure of delinquent filers pursuant to Rule 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒




Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer
☐
Non-accelerated filer
☐Accelerated filer
☐
Smaller reporting company
☒




Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐ NO ☒




The aggregate market value of the shares of voting and non-voting common equity held by non-affiliates based on the price at which the Company’s common stock was last sold on the NASDAQ Global Market, on June 30, 2014, the end of the registrant’s most recently completed second fiscal quarter was $24,073,872.




On March 15, 2015, the Company had 4,213,877 shares of common stock, $.01 par value, outstanding.




DOCUMENTS INCORPORATED BY REFERENCE
  Portions of the Company’s definitive Proxy Statement for its 2014 Annual Meeting of Shareholders, to be held on June 4, 2015 and which will be filed on or before April 22, 2015, are incorporated by reference into Part III of this Form 10-K.













EXPLANTORY NOTE



This Amendment No. 1 is being filed solely for the purpose of inserting
corrected dates on the “Report of Independent Registered Public Accounting Firm” appearing on page 32 of the Form 10-K
and in Exhibit 23.2 “Consent of Independent Registered Public Accounting Firm” of our Annual Report on Form 10-K for
the year ended December 31, 2014, which was filed with the Securities and Exchange Commission on March 30, 2015.



This Form 10-K/A does not reflect events occurring after the original filing
of our Annual Report on Form 10-K on March 30, 2015 and no attempt has been made in this Form 10-K/A to modify
or update other disclosures as presented in the original filing of our Annual Report on Form 10-K. Accordingly, this Form 10-K/A
should be read in conjunction with our filings with the SEC subsequent to the original filing of our Annual Report on Form 10-K.



In addition, as required by Rule 12b-15 under the Securities Exchange Act
of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits
to this Form 10-K/A.





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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Board of Directors and Stockholders

Canterbury Park Holding Corporation



We have audited the accompanying consolidated balance sheet of Canterbury
Park Holding Corporation (a Minnesota corporation) and subsidiaries (the “Company”) as of December 31, 2013, and the
related consolidated statements of operations, changes in stockholders’ equity and cash flows for the year ended December
31, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express
an opinion on these financial statements based on our audit.



We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s
internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit
also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our opinion.



In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Canterbury Park Holding Corporation and subsidiaries as of
December 31, 2013, and the results of their operations and their cash flows for the year ended December 31, 2013 in conformity
with accounting principles generally accepted in the United States of America.





/s/ Grant Thornton LLP



Minneapolis, Minnesota

March 31, 2014



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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



|                      |                                     |                                                        
|--------------------- | ----------------------------------- | -------------------------------------------------------
|Dated:  April 2, 2015 | CANTERBURY PARK HOLDING CORPORATION
|                      |                                     |                                                        
|                      | By                                  | /s/ Randall D. Sampson                                 
|                      |                                     | Randall D. SampsonPresident and Chief Executive Officer
|                      |                                    







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CANTERBURY PARK HOLDING CORPORATION



Exhibit Index To

Form 10-K/A for the Year Ended December 31, 2014







|Exhibit TableReference |  | Title of Document                                                                                      |  | Location in Consecutive
        Numbering
        System as Filed with the Securities and
        Exchange Commission
|---------------------- |  | ------------------------------------------------------------------------------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------
|                       |  |                                                                                                        |  |                                                                                                                      
|23.2                   |  | Consent of Independent Registered Public Accounting Firm                                               |  | Filed herewith.                                                                                                      
|                       |  |                                                                                                        |  |                                                                                                                      
|31.1                   |  | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act 0f 2002 |  | Filed herewith.                                                                                                      
|                       |  |                                                                                                        |  |                                                                                                                      
|31.2                   |  | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |  | Filed herewith.                                                                                                      
|                       |  |                                                                                                        |  |                                                                                                                      
|32                     |  | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                |  | Filed herewith.                                                                                                      
|                       |  |                                                                                                        |  |                                                                                                                      







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