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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
        THE SECURITIES EXCHANGE ACT OF 1934



| | For the fiscal year ended December 31, 2015
| | -------------------------------------------



OR

|  |  |                                                                                                 
|- |  | ------------------------------------------------------------------------------------------------
|☐ |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
        OF THE SECURITIES 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 Jurisdiction
        of 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 LLC          | 
| | Title 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, 2015, the end of the registrant’s most recently completed second fiscal quarter was $25,179,536.



On April 29, 2016, the Company had 4,275,939 shares of
common stock, $.01 par value, outstanding.
















INDEX



|              |                                                                                                |    |     
|------------- | ---------------------------------------------------------------------------------------------- | -- | ----
|              |                                                                                                |    | Page
|              | PART III                                                                                       |    |     
|              |                                                                                                |    |     
|ITEM 10.      | Directors, Executive Officers and Corporate Governance                                         |    | 3   
|ITEM 11.      | Executive Compensation                                                                         |    | 7   
|ITEM 12.      | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |    | 13  
|ITEM 13.      | Certain Relationships, Related Transactions and Director Independence                          |    | 14  
|ITEM 14.      | Principal Accounting Fees and Services                                                         |    | 14  
|              |                                                                                                |    |     
|              | PART IV                                                                                        |    |     
|              |                                                                                                |    |     
|ITEM 15.      | Exhibits and Financial Statement Schedules                                                     |    | 15  
|              |                                                                                                |    |     
|SIGNATURES    |                                                                                                | 16
|              |                                                                                                |    |     
|EXHIBIT INDEX |                                                                                                | 17





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EXPLANATORY NOTE



Canterbury Park Holding Corporation is filing this
Amendment No. 1 on Form 10-K/A in order to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (which
was filed on March 30, 2016) to set forth information required by Items 10, 11, 12, 13 and 14 under Part III of Form 10-K, because
a definitive proxy statement containing this information will not be filed within 120 days after the end of the fiscal year covered
by our original Form 10-K filing. This Form 10-K/A amends Parts III and IV of our original Form 10-K filing only, and all other
portions of our original Form 10-K filing remain in effect and have not been updated to reflect the events and developments since
the original March 30, 2016 filing date.



PART III



|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|-------- | ------------------------------------------------------



(i)  The following information is provided regarding the individuals
currently serving as the Company’s directors, as well as related governance information.. All serve for one year terms that
expire at the annual meeting of shareholders following the annual meeting at which they were elected or most recently reelected.



PATRICK R. CRUZEN, age 69, has been
a director since 2002.  Since 1996, he has been a consultant for and provided executive recruiting services to the gaming,
gaming supply and lottery industries.  From 1994 to 1996, he was President and Chief Operating Officer of Grand Casinos, Inc.,
then a Minnesota public company engaged in owning and managing casinos, and from 1990 to 1994 he was Senior Vice President of Finance
and Administration of MGM Grand, Las Vegas, Nevada.  During the preceding 18 years, Mr. Cruzen was President or served as
senior financial or administrative officer for several casinos operating in Las Vegas.  Mr. Cruzen previously served on the
board of several public companies in gaming and gaming-related industries, including Cash Systems Inc. from 2004 to 2008 and Majestic
Star Casino, LLC from 2005 to 2011.  Mr. Cruzen gained his CPA certification in 1972 and is the designated financial expert
of the Company’s Audit Committee. Mr. Cruzen provides a vital perspective to the Board in discharging its governance responsibilities
due to his background as a seasoned manager of casino operations, as a consultant to the gaming industry, and as an executive with
a deep understanding of accounting and finance matters.



BURTON F. DAHLBERG, age 83, has been
a director of the Company since 2004.  Since 2003 he has been an independent commercial real estate consultant.  From
1987 to 2002, Mr. Dahlberg was President and Chief Operating Officer of Kraus-Anderson Inc., a national firm engaged in commercial
real estate development, construction, building management, finance and insurance brokerage services.  From 1968 to 1987,
Mr. Dahlberg held other, successively more responsible executive positions with Kraus-Anderson Inc. or one of its subsidiaries. 
In addition, from 1985 to 2005, Mr. Dahlberg was an owner and breeder of thoroughbred race horses and was licensed to race thoroughbreds
in Minnesota, Alabama, Florida, Illinois, Indiana, Iowa, Kansas, Kentucky, and Texas.  Mr. Dahlberg also served on the board
of the Minnesota Thoroughbred Association from 1988 to 1993, was its Vice President in 1989, and its President during 1990 and
1991.  Mr. Dahlberg’s knowledge and experience gained from a 35-year career in commercial real estate construction,
management and finance is extremely valuable to the Board’s understanding and oversight of the Company’s maintenance
and improvement of its facilities, as well as the Company’s assessment and pursuit of opportunities for developing its unused
and underutilized land.



CARIN J. OFFERMAN, age 67, has been
a director of the Company since 1994.  Ms. Offerman is currently engaged in private investment activities and is a principal
in Puppy Good Start which provides dog training services.  From 1997 to 2000, Ms. Offerman was the President of Offerman &
Company, a regional investment banking and retail broker-dealer firm, and from 1990 to 1997 was its Executive Vice President. 
Prior to 1990, Ms. Offerman served in various capacities with Offerman & Company for the preceding six years, including as
registered representative and sales retail manager.  Ms. Offerman was a member of the board of the Minnesota Thoroughbred
Association from 1993 to 1996 and served as its President in 1993 and 1994.  Ms. Offerman has been an owner and breeder of
both show horses and thoroughbreds, and she has been or is currently licensed as a horse owner in Minnesota, Iowa and Nebraska. 
Since 1991 she has been a member of the Minnesota Racing Commission’s Breeders Fund Advisory Board and its Chair since 2003. 
As a member of the Company’s Board of Directors, Ms. Offerman brings a unique blend of entrepreneurial experience, knowledge
and experience in investment banking and finance, and a deep understanding of the horse industry.







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CURTIS A. SAMPSON, age 82, co-founded
the Company in 1994 and has been a director and Chair of its Board since the Company was incorporated.  Mr. Sampson founded
and has been the Chairman of the Board of Communications Systems, Inc. (“CSI”), a public company principally engaged
in manufacturing and selling products for the telecommunications and data communications industries since 1969. Mr. Sampson served
as the CEO of CSI from 1969 to 2007, and as interim CEO from September 2013 to June 2014. Mr. Sampson is a Regent of Augsburg College
in Minneapolis, Minnesota and a member of the Emeritus Board of Advisors of the University of Minnesota’s Carlson School
of Business. Over the course
of his career, Mr. Sampson has served on non-profit boards, telephone industry association boards, private company boards and
the following public company boards:  Nature Vision, Inc. (2001 to 2009) and Hector Communications Corporation (1990 to 2006). 
Mr. Sampson is the owner of Sampson Farms (crop farming and a breeder of thoroughbred horses) based in Hector, Minnesota and he
is currently, or has been in the past, licensed as a horse owner in Arkansas, Florida, Illinois, Iowa, Kentucky, Minnesota, Nebraska
and Oklahoma.  The distinctive perspective Mr. C.A. Sampson brings to the Board is his extensive and wide ranging knowledge
and experience in business, management and corporate finance gained over more than 40 years leading sizable enterprises, his knowledge
of the thoroughbred horse racing industry and, as one of the Company’s largest shareholders, one that has a substantial
stake in the Board’s efforts to build shareholder value.



RANDALL D. SAMPSON, age 58, co-founded
the Company with his father and director Dale Schenian in 1994 and has served as its President and Chief Executive Officer and
on the Company’s Board of Directors since inception.  After graduating from college with a degree in accounting, Mr.
Sampson worked for five years in the audit department of Deloitte & Touche where he earned his CPA certification.  He
subsequently gained experience as a controller of a private company and, thereafter, served as a Chief Financial Officer of a public
company before becoming one of the three co-founders of Canterbury Park Holding Corporation in 1994.  From 1987 to 1994, R.D.
Sampson also managed Sampson Farms, a breeder of thoroughbred horses located in Hector, Minnesota that is owned by his father,
C.A. Sampson, the Company’s Board Chair. Since 1999 Mr. Sampson has been a director of Communications Systems Inc. Mr. Sampson
is also a vice president and director of the Thoroughbred Racing Association of North America. Prior to becoming Chief Executive
Officer, Mr. Sampson was a horse owner and active in horse industry associations and advisory boards.  As the Company’s
Chief Executive Officer, Mr. Sampson brings to the Board deep experience in the horse industry, financial expertise and an in-depth
understanding of the Company’s personnel, operations, financial results performance, financial position, challenges and opportunities.



DALE H. SCHENIAN, age 74, co-founded
the Company and has been a director since its incorporation in 1994.  From 1990 to 2004, Mr. Schenian was President and Chief
Executive Officer of City Auto Glass Companies, a company he founded in 1990, and continued to serve as its Chairman of the Board
until December 2015. Under his leadership, City Auto Glass grew from a start-up to an enterprise with facilities in more than 20
locations in Minnesota, western Wisconsin and northern Iowa. For approximately 30 years preceding launching City Auto Glass, Mr.
Schenian either owned or worked for other companies in the highly competitive auto glass industry.  In addition to other leadership
roles in other business and community organizations, Mr. Schenian served on the board of Bremer Bank from 1984 to 2009.  Mr.
Schenian, from 1985 to present, has also been an owner and breeder of thoroughbred race horses licensed in Minnesota, Illinois,
Texas, Kansas, Oklahoma, Kentucky, Iowa and Nebraska.  Mr. Schenian’s perspective is that of one whose career has been
dedicated to building businesses in a highly competitive service industry, who has a high degree of knowledge about the horse racing
industry and, as one of the Company’s largest shareholders, who has a significant stake in the Board’s efforts to build
shareholder value.





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CORPORATE GOVERNANCE AND BOARD MATTERS



General



Our Board of Directors is committed to sound
and effective corporate governance practices. Our policies are in compliance with the rules of the Securities and Exchange Commission
(“SEC”) and listing standards of the NASDAQ Stock Exchange (“NASDAQ”). We also periodically review our
governance policies and practices in comparison to those suggested by authorities in corporate governance and the practices of
other public companies.



You can access the charters of our Audit
Committee and our Compensation Committee, our Code of Conduct and our Corporate Governance Guidelines in
theInvestor Relationssection
of our website at www.canterburypark.com or by writing to the Investor Relations Department at: Canterbury Park Holding
Corporation, 1100 Canterbury Road, Shakopee, Minnesota 55379, or by emailing our Investor Relations Department at investorrelations@canterburypark.com.





Board Committees and Committee Independence



Board Committees. Our Board of Directors
has established two committees; an Audit Committee and a Compensation Committee. The composition and function of each of these
committees are set forth below.



Audit Committee. The Audit
Committee is responsible for the engagement, retention and replacement of the independent auditors, approval of transactions between
us and a director or executive officer unrelated to service as a director or officer, approval of non-audit services provided by
our independent registered public accounting firm, oversight of our accounting, financial reporting and internal controls, and
the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters. Wipfli, our independent
registered public accounting firm, reports directly to the Audit Committee. The Audit Committee operates under a formal charter,
which was most recently amended on June 5, 2008. The current members of the Audit Committee are Patrick R. Cruzen (Chair), Burton F.
Dahlberg, and Carin J. Offerman, each of whom is independent under Rule 10A-3 of the Exchange Act and NASDAQ listing standards.
Further, the Board of Directors determined that Mr. Cruzen meets the Securities and Exchange Commission definition of an “audit
committee financial expert.” As required by its charter, all of the members of the Audit Committee meet the NASDAQ requirements
regarding financial literacy and financial sophistication. The Audit Committee met four times during 2015.



Compensation Committee. The Compensation
Committee provides oversight of our overall compensation strategy, reviews and recommends to the Board of Directors the compensation
of our Chief Executive Officer and the other executive officers, administers our equity based compensation plans and oversees
our 401(k) Plan and similar employee benefit plans. The Compensation Committee operates under a charter that was last amended
in June 2008. The current members of the Compensation Committee are Carin J. Offerman (Chair), Patrick R. Cruzen, and Dale H.
Schenian, each of whom is independent under NASDAQ listing standards and the independence requirements of the Securities and Exchange
Commission. The Compensation Committee met two times in 2015.





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Meeting Attendance



Our Board of Directors meets regularly during
the year to review matters affecting CPHC and to act on matters requiring Board approval. The Board formally met seven times during
2015, in person or by telephone conference call. Frequently, in-person meetings included an executive session without the presence
of non-independent directors and management.



Each of our directors is expected to make
a reasonable effort to attend all meetings of the Board, applicable committee meetings and our annual meeting of shareholders.
Each of the directors attended at least 75% of the meetings of the Board and committees on which he or she served during 2015.
In addition, all of the directors attended CPHC’s 2015 Annual Meeting of Shareholders.



Contacting the Board of Directors



Any shareholder who desires to contact our
Board of Directors may do so by writing to the Board of Directors, generally, or to an individual director at: Canterbury Park
Holding Corporation, 1100 Canterbury Road, Shakopee, Minnesota 55379. Communications received electronically or in writing are
distributed to the full Board of Directors, a committee or an individual director, as appropriate, depending on the facts and circumstances
described in the communication received. For example, a complaint regarding accounting, internal accounting controls or auditing
matters will be forwarded to the Chair of the Audit Committee for review. Complaints and other communications may be submitted
on a confidential or anonymous basis.



Board Leadership



The Board does not have a formal policy
regarding separating the roles of Chief Executive Officer and Chair of the Board, although currently the two positions are separated.
Both the Chair and Vice Chair, who together are the beneficial owners of approximately 32.2% of the Company’s stock, are
actively engaged in providing leadership at the Board level in matters considered by the Board and in regard to establishing Board
priorities.



Board’s Role in Managing Risk



In general, management is responsible for
the day-to-day management of the risks the Company faces, while the Board, acting as a whole and through the Audit Committee, has
responsibility for oversight of risk management. Senior management attends the regular meetings of the Board and is available to
address questions and concerns raised by the Board related to risk management, and our Board regularly discusses with management
identified major risk exposures, their potential financial impact on the Company and steps that can be taken to manage these risks.



The Audit Committee assists the Board in
fulfilling its oversight responsibilities with respect to risk management in the areas of financial reporting, internal controls
and compliance with legal and regulatory requirements. The Audit Committee reviews the Company’s financial statements and
meets with the Company’s independent registered public accounting firm at regularly scheduled meetings to receive reports
on the firm’s review of the Company’s financial statements.







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(ii)  Information regarding the individuals currently serving
as the Company’s executive officers is presented under Item 1(c) (xii) of this Form 10-K.



(iii)  Code of Conduct.  We have adopted a Code
of Conduct (the “Code”) applicable to all of our officers, directors, employees and consultants that specifies guidelines
for professional and ethical conduct in the workplace. The Code also incorporates a special set of guidelines applicable to our
senior financial officers, including the chief executive officer, chief financial officer and others involved in preparation of
our financial reports. These guidelines are intended to promote the ethical handling of conflicts of interest, full and fair disclosure
in periodic reports filed by us and compliance with laws, rules and regulations concerning this periodic reporting.



(iv)  Section 16 Beneficial Ownership Reporting Compliance.  Section
16(a) of the Securities Exchange Act of 1934, as amended, requires that executive officers and directors and beneficial holders
of 10% or more of our securities file reports of their beneficial ownership with the Securities and Exchange Commission on Forms
3, 4 and 5. According to our records, during the period from January 1, 2015 through December 31, 2015, a Form 4
was not timely filed in connection with the following transactions in the Company’s Common Stock: Issuance of restricted
stock to Mr. Cruzen, Mr. Dahlberg, Ms. Offerman, Mr. C. Sampson, and Mr. Schenian in June of 2015; purchase of common stock
by Mr. C. Sampson in July of 2015; issuance of common stock to Mr. Halstrom and Mr. Hochman in June, September and December of
2015. A Form 4 for each of the above transactions was subsequently filed with the SEC. According to our records, all other reports
required have been timely filed.



|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------





Role of the Compensation Committee in the Compensation
Process



The Compensation Committee has the following duties and
responsibilities:



| | · | To review, approve and oversee our overall compensation strategy;
| | - | -----------------------------------------------------------------



| | · | To review and approve the compensation and other terms of employment of Randall D. Sampson, our Chief Executive Officer, David
C. Hansen, our Chief Financial Officer, and Eric A. Halstrom, our Vice President of Racing Operations (collectively, the “Named
Executive Officers”) and other senior officers and key employees, and recommend to the entire Board the compensation and
the other terms of employment of these officers and key employees;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | To make recommendations to the Board regarding the amount of directors’ fees and other compensation for Board members,
including retainer, Board meeting, committee and committee chair fees and stock option grants or awards;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | To oversee the administration of the Company’s incentive-based or equity-based compensation plans and periodically consider
and recommend changes in existing plans or the adoption of other or additional equity-based compensation plans; and,
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | · | To provide oversight for our 401(k) Plan, and any similar plans, including matters such as available investment options, performance,
participation, administration, and review and approve generally the cost and scope of our other employee benefit plans.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Prior to 2016, the Compensation Committee, in general,
reviewed and relied on surveys, reports and other market data to assist it in assessing the competitiveness of our compensation
program and practices.



Under its charter, the Committee has the authority to
engage the services of outside advisors, experts and others to assist it in performing its duties. In January 2016, the Committee
engaged Total Rewards Group, LLC, a compensation consulting firm, to advise us on whether our approach to executive compensation
is, in general, competitive and to suggest ways we might enhance our programs and practices. Based on a report to given to the
Compensation Committee on February 25, 2016 by Total Rewards Group, the Committee concluded its base compensation for Named Executive
Officers and other key employees is generally competitive when compared to similar businesses. Based, in part, with Total Rewards
Group’s assistance, the Committee also developed and the Company’s Board approved new two incentive compensation plans
discussed below.



In discharging its responsibilities, the Compensation
Committee solicits certain information and advice from Randall D. Sampson, our President and Chief Executive Officer, David C.
Hansen, our Chief Financial Officer and from Mary Fleming, our Vice President of Human Resources. These officers participate in
the deliberations of the Compensation Committee regarding compensation of other employees, including providing information regarding
salary history, historical bonus practices and related financial data, the responsibilities and performance of employees and recommendations
regarding the appropriate levels of compensation, but do not take part in deliberations regarding their own compensation.



Objectives of our Compensation Programs



It is the objective of the Compensation Committee to provide
competitive levels of compensation that will attract, motivate and retain executives with superior leadership and management abilities
and to provide incentives to executive officers so that we may achieve superior financial performance and to structure the forms
of compensation paid to align the interests of our executive officers with those of CPHC. With these objectives in mind, it has
been our practice to provide a mix of base salary, bonus compensation, long-term, equity-based compensation and retirement compensation.
Historically, base salary has represented approximately 75% or more of the total value of executive officer compensation, with
cash bonuses, the value of long-term equity compensation and retirement compensation comprising the remainder. The Compensation
Committee believes that these forms of compensation provide an appropriate combination of fixed and variable pay and incentives
for short-term operational performance balanced with incentives to achieve long-term stock price performance.



Information about our Compensation Programs



As discussed above, our compensation of executives consists
of base salary, bonus compensation, equity-based compensation and retirement compensation.



Base Salary.



Base salaries of our executive officers are generally
established by reference to base salaries paid to executives in similar positions with similar responsibilities. Base salaries
are reviewed annually and adjustments, if any, are usually made in March of each year based primarily on individual and Company
performance during the immediately preceding fiscal year. Consideration is given by the Compensation Committee to both measurable
financial performance, and subjective judgments by the Compensation Committee based on factors such as development and execution
of strategic plans, changes in areas of responsibility, the development and management of employees and participation in industry,
regulatory or political initiatives beneficial to our business. The Compensation Committee does not, however, assign specific weights
to these various quantitative and qualitative factors in reaching its decisions



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Bonus Compensation.



Cash bonuses are intended to provide exempt level employees,
including executive officers, with an opportunity to receive additional cash compensation, but only if earned based on individual
performance and CPHC’s financial performance. Following the completion of each fiscal year, the Compensation Committee initially
determines the amount of bonuses to be paid to the Company’s executive officers, after receiving information from the Chief
Financial Officer and the Chief Executive Officer regarding CPHC financial performance and reviews of individual performance. Through
fiscal 2015, the amount of the bonus has been discretionary, based on Company financial performance in the immediately preceding
year, as well as the Compensation Committee’s assessment of individual performance of each executive officer in his or her
area of responsibility based on objective and subjective factors. Bonuses determined by the Compensation Committee for executive
officers are subject to review and approval by all other independent directors. Bonuses paid to our Named Executive Officers for
2013, 2014, 2015 performance are presented in the Summary Compensation Table.



In 2016 we adopted an Annual Incentive Plan that provides
for performance based compensation. Under the Annual Incentive Plan, the discretionary approach used in prior years will be replaced
with performance measures established in the first quarter of each year under which our officers and other key employees will have
a defined opportunity, fixed as a percentage of their base compensation, to earn an annual bonus, if actual achievement compared
to performance goals justifies a payment.



Long Term, Equity Based Compensation.



In 2014 and early years the Company provided long-term,
equity-based incentive compensation through discretionary grants of deferred stock and stock options to executive officers and
key employees under the shareholder-approved Stock Plan (the “Stock Plan”). In 2014, the Named Executive Officers received
awards of deferred stock which provided for the issuance of an aggregate of 9,000 shares of common stock vesting at the rate of
25% per year over a four year period beginning March 18, 2015. These awards represented 38% of all 2014 deferred stock awards to
officers and key employees.



In March 2016 we adopted a Long Term Incentive Plan (the
“LTI Plan”) that provides for performance-based compensation based on achievement over multi-year periods. The LTI
Plan is integrated into our existing Stock Plan and will replace our discretionary approach to long-term equity compensation. Beginning
in 2016, the Committee will determine performance measures and establish performance goals for a three year period in the first
quarter of each year and established opportunities, for our officers and other key employees to earn long-term incentive compensation
as a percentage of their base compensation. At the end of each three year period, to the extent actual achievement over the three
year period meets or exceeds performance goals set at the beginning, the officers and other key employees will be issued shares
of Company common stock.



Retirement Plans.



The Company has established
a 401(k) Plan. The Named Executive Officers may participate in the 401(k) Plan on the same basis as all other employees of the
Company. The Company currently makes matching contributions of Company common stock equal to 50% of the first 6% the employee contributes
from his or her compensation to the 401(k) Plan.



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COMPENSATION OF EXECUTIVES



Summary Compensation Table



The following table shows information concerning compensation
earned for services in all capacities during 2015, 2014, and 2013 for (i) Randall D. Sampson, who was our Chief Executive Officer
in 2015, 2014, and 2013; and (ii) the two next most highly compensated executive officers of our Company whose total compensation
was at least $100,000 in 2015 (together referred to as our “Named Executive Officers”).



|                                                      |  |      |  |  |            |         |  |              |  |        |                   |  |                             |  |  |                               |  |  |           |        |  |  |  |         | 
|----------------------------------------------------- |  | ---- |  |  | ---------- | ------- |  | ------------ |  | ------ | ----------------- |  | --------------------------- |  |  | ----------------------------- |  |  | --------- | ------ |  |  |  | ------- | 
|Name and Position                                     |  | Year |  |  | Salary
($) |         |  | Bonus
($)(1) |  |        | Option
Awards ($) |  | Equity
Incentive
Awards
($) |  |  | All Other Compensation ($)(4) |  |  | Total
($) |       
|Randall D. Sampson                                    |  | 2015 |  |  |            | 244,281 |  |              |  | 38,475 |                   |  | 0                           |  |  | 0                             |  |  |           | 16,734 |  |  |  | 299,490 | 
|President and Chief Executive Officer                 |  | 2014 |  |  |            | 237,427 |  |              |  | 34,000 |                   |  | –                           |  |  | 41,600 (2)                    |  |  |           | 17,097 |  |  |  | 330,124 | 
|                                                      |  | 2013 |  |  |            | 230,879 |  |              |  | 11,610 |                   |  | –                           |  |  | -                             |  |  |           | 14,192 |  |  |  | 256,681 | 
|David C. Hansen                                       |  | 2015 |  |  |            | 176,251 |  |              |  | 19,828 |                   |  | 0                           |  |  | 0                             |  |  |           | 2,739  |  |  |  | 198,818 | 
|Vice President of Finance and Chief Financial Officer |  | 2014 |  |  |            | 171,307 |  |              |  | 23,126 |                   |  |                             |  |  | 26,000 (2)                    |  |  |           | 3,102  |  |  |  | 223,535 | 
|                                                      |  | 2013 |  |  |            | 166,583 |  |              |  | 9,995  |                   |  | –                           |  |  | -                             |  |  |           | 2,599  |  |  |  | 179,177 | 
|Eric A. Halstrom                                      |  | 2015 |  |  |            | 144,663 |  |              |  | 19,240 |                   |  | 0                           |  |  | 0                             |  |  |           | 2,739  |  |  |  | 166,642 | 
|Vice President of Racing Operations                   |  | 2014 |  |  |            | 141,077 |  |              |  | 16,753 |                   |  | –                           |  |  | 26,000 (2)                    |  |  |           | 2,076  |  |  |  | 185,906 | 
|                                                      |  | 2013 |  |  |            | 29,231  |  |              |  | 1,754  |                   |  | –                           |  |  | 20,200 (3)                    |  |  |           | 0      |  |  |  | 49,431  | 








| | (1) | Represents bonuses paid to the Named Executive Officers under a discretionary bonus program, which are reported for the years
in which the related services were performed.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | On March 18, 2014 the Named Executive Officers received awards of deferred stock that vest ratably over four years beginning
March 18, 2015. The values expressed represent the aggregate grant date fair value for this deferred stock as determined pursuant
to Accounting Standards Codification 718, Compensation – Stock Compensation (“ASC 718”), utilizing the assumptions
discussed in Note 1, “Summary of Accounting Policies,” in the notes to consolidated financial statements included in
our Annual Report on Form 10-K for the year ended December 31, 2014.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | On November 11, 2013, Mr. Halstrom received an award of deferred stock that vests ratably over three years. The values expressed
represents the aggregate grant date fair value for this deferred stock as determined pursuant to Accounting Standards Codification
718, Compensation – Stock Compensation (“ASC 718”), utilizing the assumptions discussed in Note 1, “Summary
of Accounting Policies,” in the notes to consolidated financial statements included in our Annual Report on Form 10-K for
the year ended December 31, 2013.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | The components of this amount include the Company’s match for 401(k) plan contributions, Company paid premium on executive
term life insurance, income tax preparation fees and a Company car allowance.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Employment Arrangements with Named Executive Officers
and Post-Employment Compensation



We do not have any employment agreements with any of our
executive officers, each of whom serves “at will.” Additionally, we do not have any contract, agreement, plan or arrangement,
whether written or unwritten, that provides for payments to the Named Executive Officer at, following, or in connection with any
termination or change-in-control.



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Other Compensation



The Company does not pay its executive officers compensation
other than as described above. In particular the Company does not provide for personal benefits or perquisites (“perks”)
as a significant element of compensation of the Named Executive Officers, in particular, or employees of the Company generally.



Outstanding Equity Awards at Fiscal Year-End



The following table sets forth certain information concerning
option awards outstanding to certain Named Executive Officers at December 31, 2015.



|                   |  |                                                      |  |                   |  |  |                           |      |  |                        |            | 
|------------------ |  | ---------------------------------------------------- |  | ----------------- |  |  | ------------------------- | ---- |  | ---------------------- | ---------- | 
|                   |  | Number of Securities Underlying 
Unexercised Options |  |                   |  |  |                           |      | 
|Name               |  | Exercisable (#)                                      |  | Unexercisable (#) |  |  | Option Exercise
Price ($) |      |  | Option
Expiration Date |           
|Randall D. Sampson |  | 15,000 (1)                                           |  |                   |  |  |                           | 6.00 |  |                        | 04/23/2019 | 
|                   |  | 15,000 (2)                                           |  |                   |  |  |                           | 8.28 |  |                        | 02/25/2020 | 
|David C. Hansen    |  | 7,500 (1)                                            |  |                   |  |  |                           | 6.00 |  |                        | 04/23/2019 | 
|                   |  | 10,000 (2)                                           |  |                   |  |  |                           | 8.28 |  |                        | 02/25/2020 | 








| | (1) | Represents options that were granted on April 23, 2009 that are fully vested and expire ten years from the date of grant.
| | --- | -------------------------------------------------------------------------------------------------------------------------



| | (2) | Represents options that were granted on February 25, 2010 that are fully vested and expire ten years from the date of grant.
| | --- | ----------------------------------------------------------------------------------------------------------------------------





DIRECTOR COMPENSATION



Cash Compensation



Each non-employee director receives a retainer paid at
the annual rate of $30,000 for service as a director. In addition, non-employee directors receive compensation for service on Board
committees. Members of the Audit Committee receive a retainer paid at the annual rate of $8,000, and the Chair of the Audit Committee
receives an additional retainer paid at the annual rate of $4,000. Members of the Compensation Committee receive a retainer paid
at the annual rate of $4,000, and the Chair of the Compensation Committee receives an additional retainer paid at the annual rate
of $4,000. In addition, in recognition of their additional responsibilities and duties, the Chair and Vice-Chair receive, respectively,
monthly payments of $2,083 and $1,583 for their service in these respective capacities.



Equity Compensation



Non-employee members of our Board receive equity compensation
pursuant to the terms of the Company’s Stock Plan. Under the Stock Plan, the Board has the authority to determine prior to
each annual meeting of shareholders equity compensation to be paid to each non-employee director elected or re-elected at such
annual meeting, including (1) whether the equity compensation should be in the form of an award of restricted stock or an award
of non-qualified stock options (NQSOs), or both, and (2) the number of shares covered by the award or awards. Any awards of restricted
stock, or NQSOs, or both, become effective and are paid to those individuals elected or re-elected as non-employee directors at
the annual meeting of shareholders following the Board determination. Any award will not vest unless the non-employee director
continues to as serve a director until the next following annual meeting of shareholders, and resale of the restricted stock or
shares acquired upon exercise of the NQSOs may not occur until two years after the date of the annual meeting at which the awards
were effective. Pursuant to Board action on June 4, 2015, each non-employee director received an award of 2,788 shares of restricted
stock.



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The following table presents, the cash and other compensation
paid by us to each non-employee member of our Board of Directors in 2015:



|                   |  |                                   |  |                     |  |          
|------------------ |  | --------------------------------- |  | ------------------- |  | ---------
|Name(1)            |  | Fees Earned orPaid in Cash ($)(2) |  | Stock Awards ($)(3) |  | Total ($)
|                   |  |                                   |  |                     |  |          
|Curtis A. Sampson  |  | $55,000                           |  | $30,000             |  | $85,000  
|                   |  |                                   |  |                     |  |          
|Dale H. Schenian   |  | $49,000                           |  | $30,000             |  | $79,000  
|                   |  |                                   |  |                     |  |          
|Patrick R. Cruzen  |  | $46,000                           |  | $30,000             |  | $76,000  
|                   |  |                                   |  |                     |  |          
|Carin J. Offerman  |  | $46,000                           |  | $30,000             |  | $76,000  
|                   |  |                                   |  |                     |  |          
|Burton F. Dahlberg |  | $38,000                           |  | $30,000             |  | $68,000  








| | (1) | Randall D. Sampson, our President and CEO, receives no additional compensation for service as a director.
| | --- | ---------------------------------------------------------------------------------------------------------



| | (2) | Represents a combination of retainers and committee fees received in 2015 as described above.
| | --- | ---------------------------------------------------------------------------------------------



| | (3) | Represents restricted stock granted on June 4, 2015, that vests 100% on June 4, 2016 and will be subject to restrictions on
resale for an additional year. The values expressed represent the aggregate grant date fair value for these fiscal 2015 restricted
stock awards as determined pursuant to Accounting Standards Codification 718, Compensation – Stock Compensation (“ASC
718”), utilizing the assumptions discussed in Note 5, “Stock Based Compensation,” in the notes to consolidated
financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------



The following table sets forth, based upon
information available as of April 6, 2016, the beneficial ownership of shares of our common stock (i) by each person known by us
to own of record or beneficially five percent or more of our common stock, (ii) by the Named Executive Officers listed in
the Summary Compensation Table below, (iii) by each of our directors and director nominees; and (iv) by all of our current
executive officers and directors as a group. Unless otherwise indicated, the persons listed below may be contacted by mail at 1100
Canterbury Road, Shakopee, Minnesota 55379.



|Name and Address of Beneficial Owner                                 |  | Amount and Nature of Beneficial Ownership(1)(2) |     |  | Percent of Class(1)(2)
|-------------------------------------------------------------------- |  | ----------------------------------------------- | --- |  | ----------------------
|                                                                     |  |                                                 |     |  |                       
|Gabelli Asset Management, Inc.                                       |  |                                                 |     |  |                       
|One Corporate Center                                                 |  | 1,058,960                                       | (3) |  | 24.9%                 
|Rye, New York 10580-1435                                             |  |                                                 |     |  |                       
|Curtis A. Sampson                                                    |  | 870,930                                         | (4) |  | 20.3%                 
|Randall D. Sampson †                                                 |  | 618,092                                         | (5) |  | 14.4%                 
|Dale H. Schenian                                                     |  | 508,148                                         | (6) |  | 11.9%                 
|Carin J. Offerman                                                    |  | 97,350                                          |     |  | 2.3%                  
|David C. Hansen †                                                    |  | 31,330                                          |     |  | 0.7%                  
|Burton F. Dahlberg                                                   |  | 29,571                                          |     |  | 0.7%                  
|Patrick R. Cruzen                                                    |  | 26,100                                          |     |  | 0.6%                  
|Eric A. Halstrom †                                                   |  | 4,361                                           |     |  | 0.1%                  
|All current directors
and executive officers as a group (10 persons) |  | 2,260,091                                       |     |  | 51.3%                 
|                                                                     |  |                                                 |     |  |                       

| | † | Named Executive Officer.
| | - | ------------------------



| | (1) | Shares not outstanding but
deemed beneficially owned by virtue of the right of a person or group to acquire them within 60 days of April 6, 2016 are treated
as outstanding only when determining the amount and percent owned by that person or group.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Includes the following number
of shares that could be purchased upon exercise of stock options exercisable within sixty days of April 6, 2016: Mr. C. Sampson,
18,000 shares; Mr. Schenian, 18,000 shares; Mr. R. Sampson, 30,000 shares; Ms. Offerman, 18,000 shares; Mr. Hansen, 17,500 shares;
Mr. Cruzen, 12,000 shares; Mr. Dahlberg, 12,000 shares; and all director and officers as a group, 142,750 shares.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Based upon Amendment 18
to Schedule 13D filed by GAMCO Investors, Inc. on September 30, 2015, which includes shares beneficially owned by Gabelli Funds,
GAMCO Asset Management, Teton Advisors, Inc., Gabelli Securities, Inc. and MJG Associates, Inc.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Includes 11,300 shares held
by Mr. C. Sampson’s spouse as to which beneficial ownership is disclaimed. Also includes 342,200 shares owned by the Marian
Arlis Sampson 2012 Family Irrevocable Trust. Marian Arlis Sampson is Mr. C. Sampson’s spouse.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Includes 342,200 shares
owned by the Marian Arlis Sampson 2012 Family Irrevocable Trust. Mr. R. Sampson is trustee of this trust, but disclaims beneficial
ownership of any shares held by the trust.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | Includes
33,000 shares held by Mr. Schenian’s spouse as to which beneficial ownership is disclaimed.
| | --- | ----------------------------------------------------------------------------------------------------





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|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|-------- | -------------------------------------------------------------------------





Since the beginning of 2015, we have not entered
into any transaction, and there are no currently proposed transactions, in which we were or are to be a participant and in which
any related person had or will have a direct or indirect material interest.



Our Audit Committee Charter provides that the Audit
Committee is responsible for reviewing, approving and providing oversight in regard to related party transactions. Our Code of
Conduct also prohibits our employees, including our executive officers, and our directors from engaging in conflict of interest
transactions, certain of which may be also be transactions in which we and a related person has or will have a direct or indirect
material interest. By its charter, the Audit Committee is empowered to periodically review the Code of Conduct, as well as any
other programs established to monitor compliance with any CPHC codes of conduct or business ethics policies established in the
future.



While we do not have a written policy regarding
the standards to be applied by our Audit Committee in reviewing conflict of interest transactions, Minnesota law establishes a
procedure to be applied to such transactions which focuses on full disclosure of all of the material facts of the transaction to
the Audit Committee, approval of the transaction by disinterested directors, and a showing that the transaction was fair and reasonable
to the Company at the time it was authorized, approved, or ratified. We believe the Audit Committee would apply these same standards
to any potential transaction in which the Company was a participant and in which any related person had or would have a direct
or indirect material interest.



Director Independence. The Board of Directors
has adopted director independence guidelines that are consistent with the definitions of “independence” set forth in
NASDAQ’s listing standards. In accordance with these guidelines, the Board of Directors has reviewed and considered facts
and circumstances relevant to the independence of each of our directors and director nominees and has determined that, each of
the following directors qualifies as “independent” under NASDAQ listing standards: Patrick R. Cruzen, Burton
F. Dahlberg, Carin J. Offerman, and Dale H. Schenian. Our directors Curtis A. Sampson and Randall D. Sampson are not independent
under NASDAQ listing standards. Randall D. Sampson does not qualify as independent because he is our President and Chief Executive
Officer. Curtis A. Sampson does not qualify as independent under the NASDAQ listing standards because he is an immediate family
member (father) of Randall D. Sampson.



|ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES
|-------- | --------------------------------------





AUDIT COMMITTEE REPORT



The Audit Committee of the Board of
Directors, consisting of Patrick Cruzen (Chair), Burton Dahlberg, and Carin Offerman, held 4 meetings during 2015 with
management and Wipfli, LLP, our independent registered public accounting firm (Wipfli). These meetings were designed to
facilitate and encourage private communication between the Audit Committee and our independent registered public accounting
firm.



The Audit Committee reviewed and discussed the audited
financial statements of the Company for the year ended December 31, 2015 with management and Wipfli at its meeting on March 25,
2016. Management represented to the Audit Committee that our consolidated financial statements were prepared in accordance with
generally accepted accounting principles, and the Audit Committee has reviewed and discussed the consolidated financial statements
with management and the independent registered public accounting firm. The discussions with Wipfli also included the matters required
to be discussed by the applicable auditing standards as periodically amended (including significant accounting policies, alternative
accounting treatments and estimates, judgments and uncertainties).



Wipfli also provided to the Audit Committee the written
disclosures and the letter regarding its independence required by PCAOB Auditing Standard No. 16. This information was discussed
with the Audit Committee.



In reliance on the reviews and discussions referred to
above, the Audit Committee recommended to the Board of Directors that our audited consolidated financial statements be included
in our Annual Report on Form 10-K for the year ended December 31, 2015 for filing with the Securities and Exchange Commission.



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Fees Billed
and Paid to Independent Registered Public Accounting Firms



The table below provides a summary of fees paid to Wipfli
for professional services rendered in the two fiscal years ended December 31, 2015 and 2014, and to our former auditor, Grant
Thornton LLP, in 2014.

|                   |  |             |         |  |             |   |         |                   |  |   |        | 
|------------------ |  | ----------- | ------- |  | ----------- | - | ------- | ----------------- |  | - | ------ | 
|                   |  | 2015        |         |  | 2014        |   |         | 2014              | 
|Fee Category       |  | Wipfli, LLP |         |  | Wipfli, LLP |   |         | GrantThornton,LLP | 
|Audit Fees         |  | $           | 107,000 |  |             | $ | 100,000 |                   |  | $ | 52,000 | 
|Audit-Related Fees |  |             | -       |  |             |   | -       |                   |  |   |        | 
|Tax Fees           |  |             | -       |  |             |   | -       |                   |  |   |        | 
|All Other Fees     |  |             | 19,000  |  |             |   | 3,000   |                   |  |   |        | 
|Total Fees         |  | $           | 126,000 |  |             | $ | 103,000 |                   |  | $ | 52,000 | 



Audit Fees. This category consists of
fees billed for professional services rendered for the audit of our annual financial statements and review of financial
statements included in our quarterly reports and auditing of our benefit plans. The amount paid to Grant Thornton, LLP in fiscal
year 2014 includes the fee to issue a consent to the inclusion of its report dated March 31, 2014 with respect to our fiscal
year 2013 financial statements in our Annual Report on From 10-K for the year ended December 31, 2014.



Audit-Related Fees. This category consists of fees
billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial
statements and are not otherwise reported under “Audit Fees.” The Company paid no audit-related fees to Wipfli in 2015
or 2014 or to Grant Thornton, LLP in 2014.



Tax Fees. This category consists of fees billed
for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal
and state tax compliance and acquisitions. The Company paid no tax fees to Wipfli in 2015 or 2014 or to Grant Thornton, LLP in
2014.



All Other Fees. This category consists of all fees
paid to the independent registered public accounting firm for matters than the three listed above. The Company paid Wipfli for
internal audits of our Bank Security Act program in 2015 and agreed upon review procedures required under a major contract with
a third party in 2015 and 2014. The Company paid no other fees to Grant Thornton, LLP in 2014.



Audit Committee Pre-approval Policies and Procedures



In addition to approving the engagement of the independent
registered public accounting firm to audit our consolidated financial statements, it is the policy of the Audit Committee to approve
all uses of that firm for non-audit services prior to any engagement. To minimize relationships that could appear to impair the
objectivity of the independent registered public accounting firm ̧ it is the policy of the Audit Committee to restrict the
non-audit services that may be provided to us by our independent registered public accounting firm to services that clearly would
not compromise the independence of the firm.





PART IV





|ITEM 15. | EXHIBITS
|-------- | --------



(1) Exhibits — The
exhibits filed herewith are set forth on the Exhibit Index filed as a part of this report beginning immediately
following the signature page.



15





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SIGNATURES



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



|                      |                                     |                                      
|--------------------- | ----------------------------------- | -------------------------------------
|Dated: April 29, 2016 | CANTERBURY PARK HOLDING CORPORATION
|                      |                                     |                                      
|                      | By                                  | /s/ Randall D. Sampson               
|                      |                                     | Randall D. Sampson                   
|                      |                                     | President and Chief Executive Officer





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EXHIBIT INDEX



|     |  |                                                                   |  |  |                | 
|---- |  | ----------------------------------------------------------------- |  |  | -------------- | 
|31.1 |  | Rule 13a-14(a)/15d-14(a) Certification by Chief Executive Officer |  |  | Filed herewith | 
|     |  |                                                                  
|31.2 |  | Rule 13a-14(a)/15d-14(a) Certification by Chief Financial Officer |  |  | Filed herewith | 
|     |  |                                                                  
|32   |  | Section 1350 Certification.                                       |  |  | Filed herewith | 









17