**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**



**FORM 10-K/A**



(Amendment No.1)



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



For the fiscal year ended **September 30, 2014**



Commission file number 33-37809-NY



CASTLE HOLDING CORP.

(Exact Name of Registrant as Specified in Its Charter)





|**Nevada**                                                     |  | **77-0121957**                      
|-------------------------------------------------------------- |  | ------------------------------------
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)



111 West Sunrise Highway, Second Floor East

Freeport, NY 11520

(516)-378-1000

(Address of Principal Executive Offices, Zip Code & Telephone Number)



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

None



Securities registered pursuant to section 15(d) of the Act:

Common Stock, $0.0025 par value



Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ̈No x



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 xNo  ̈



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 x



Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  ̈No x



Indicate by check mark if disclosure of delinquent filers pursuant to Item 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. x



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. (Check one):





|Large accelerated filer                       |  ̈ | Accelerated filer         |  ̈
|--------------------------------------------- | - | ------------------------- | -
|Non-accelerated filer                         |  ̈ | Smaller reporting company | x
|(Do not check if a smaller reporting company) |   |                           |  



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ̈No x



The aggregate market value of the 3,396,591 shares of common stock held by non-affiliates of the Registrant (based on the $0.25 last reported price on the OTC Markets) on October 21, 2014 was $849,148.



As of October 21, 2014, the registrant had 37,629,510 shares of common stock issued and 37,040,710 shares of common stock outstanding, as well as 699,250 Class A Convertible preferred shares issued and outstanding.

















EXPLANATORY NOTE



The purpose of this Amendment No.1 to Form 10-K for the fiscal year ended September 30, 2014, filed with the U.S. Securities and Exchange Commission on October 22, 2014, is solely to amend Item 10(f) to add disclosure of the PCAOB’s September 2012 sanction against Michael T. Studer (secretary, treasurer, and a director of the Company).



No other changes have been made to the Form 10-K. This Amendment No.1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way any other disclosures made in the original Form 10-K.



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ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

****



|(a) | The directors of Castle Holding Corp. are:
|--- | ------------------------------------------







|**Director Name:** | **Age** | **Other offices held** | **Since**
|------------------ | ------- | ---------------------- | ---------
|George R. Hebert   | 70      | President              | 1987     
|Michael T. Studer  | 64      | Secretary, Treasurer   | 1987     
|Teresa M. Hebert   | 57      | None                   | 2003     



Each director will hold office until the next annual meeting of shareholders and until their successors have been elected and qualified.





|(b) | The executive officers of Castle Holding Corp. are:
|--- | ---------------------------------------------------







|**Officer Name:** | **Age** | **Offices held**     | **Since**
|----------------- | ------- | -------------------- | ---------
|George R. Hebert  | 70      | President            | 1987     
|Michael T. Studer | 64      | Secretary, Treasurer | 1987     



Officers are elected by the Board of Directors at the annual meetings of the Registrant’s shareholders, and hold office until their death, or until they shall resign or have been removed from office.





|(e) | The business experience during the last five years for each director and executive officer of Castle Holding Corp. follows:
|--- | ---------------------------------------------------------------------------------------------------------------------------



George R. Hebert has been President and a director of Castle Holding Corp. since September 1987. Mr. Hebert received a B.S. degree from Stevens Academy, Pennsylvania Military College (now Widener University) in 1967.



Michael T. Studer has been Secretary, Treasurer, and a director of Castle Holding Corp. since September 1987. He also has been President of Michael T. Studer CPA P.C., a public accounting firm, since September 1987. Mr. Studer received a B.S.B.A. degree from Babson College in 1971.



Teresa M. Hebert, wife of George R. Hebert, has been a director of Castle Holding Corp. since November 2003.





|(f) | On January 23, 2004, the United States Securities and Exchange Commission barred Michael T. Studer from association with any securities broker or dealer. See SEC Initial Decision Release No. 244, Administrative Proceeding File No. 3-11229.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

On September 7, 2012, pursuant to an Offer of Settlement without admitting or denying the allegations, the Public Company Accounting Oversight Board (“PCAOB”) issued an Order Instituting Disciplinary Proceedings Making Findings, and Imposing Sanctions against Michael T. Studer CPA P.C. (the “Firm”) and Michael T. Studer (“Studer”) for Respondents' alleged “violations of PCAOB rules and auditing standards and PCAOB quality control standards in connection with the Firm's integrated audit of internal control over financial reporting and financial statements of one issuer client as of and for the year ended December 31, 2008, and the Firm's audits of the financial statements of two issuer clients for the years ended December 31, 2006 and 2007, respectively.” See PCAOB Release No. 105-2012-007 dated September 7, 2012.



Castle Holding Corp. has not adopted a Code of Ethics.



Castle Holding Corp. has no audit committee or any other committee of the Board of Directors.





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**SIGNATURES**



Pursuant to the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No.1 to Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.





|                         | **Castle Holding Corp.** |                                            
|------------------------ | ------------------------ | -------------------------------------------
|                         |                          |                                            
|Date: September __, 2015 | By:                      | */s/ John V. Cappello*                     
|                         |                          | John V. Cappello    Chief Executive Officer
|                         |                          |                                            



In accordance with the Exchange Act, this report has been signed below by the following person on behalf of the registrant and in the capacities and on the dates indicated.





|****                     | **Castle Holding Corp.** |                                                                   
|------------------------ | ------------------------ | ------------------------------------------------------------------
|                         |                          |                                                                   
|Date: September __, 2015 | By:                      | */s/ Michael T. Studer*                                           
|                         |                          | Michael T. Studer    Secretary, Treasurer, Chief Financial Officer
|                         |                          |                                                                   



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