UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURUTIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, ~~2015~~2016

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 ofIncorporation or Organization)		(I.R.S. EmployerIdentification No.)
(State or Other Jurisdictionof Incorporation or Organization)		(I.R.S. EmployerIdentification 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 ¨ o 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 x No ¨o

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 ¨ o 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 ¨ o 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 ¨ o No x

The aggregate market value of the 9,648,340 shares of common stock held by non-affiliates of the Registrant (based on the $0.1611 last reported price on the OTC Markets) on March 31, ~~2015~~2016 was $1,~~543~~061,~~734~~317.

As of October 2328, ~~2015~~2016, the registrant had 4447,~~983~~003,510 shares of common stock issued and 4446,~~394~~414,710 shares of common stock outstanding, as well as 522,250 Class A Convertible preferred shares issued and outstanding and 100,000 Class B preferred shares issued and outstanding.

EXPLANATORY NOTE

Castle Holding Corp. ("CHOD") previously voluntarily filed quarterly and annual reports up to and including the quarterly period ended June 30, 2002.

Commencing with the Form 10-K for the annual period ended September 30, 2013, CHOD has resumed voluntary filings of quarterly and annual reports.

Castle Holding Corp.

TABLE OF CONTENTS

Fiscal Year Ended September 30, ~~2015~~2016

		Page No.
Part I
Item 1.	Business	4	4
Item 1A.	Risk Factors	4	4
Item 2.	Properties	4	4
Item 3.	Legal Proceedings	4	4
Part II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	5	5
Item 6.	Selected Financial Data	6	6
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	6	6
Item 8.	Financial Statements	F-1	7
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	8	20
Item 9A.	Controls and Procedures	8	20
Item 9B.	Other Information	9	20
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	10	21
Item 11.	Executive Compensation	11	22
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	11	22
Item 13.	Certain Relationships and Related Transactions, and Director Independence	13	24
Item 14.	Principal Accounting Fees and Services	13	24
Part IV
Item 15.	Exhibits	14	25
Signatures		15	26

3 Table of Contents

PART I

ITEM 1. BUSINESS

GENERAL INFORMATION

Castle Holding Corp. ("“CHOD"”) is a holding company which was incorporated in Nevada on June 13, 1986. On September 30, 1987, CHOD acquired Castle Securities Corp., a New York corporation which operated as a securities broker dealer from November 1, 1985 to October 31, 2003. On April 11, 1991, CHOD formed Church Street Securities Corp., a New York corporation which operated as a securities broker dealer from October 26, 1995 to January 6, 2005. Since January 2005, CHOD and its subsidiaries have had minimal business operations and operating revenues. Commencing July 2015, CHOD'’s subsidiary SAS Health and Beauty Corp. (“SAS”) has engaged in the production and sales of a skin care product called SAS Flower of Youth Facial Lift Spray.

On November 20, 2014, pursuant to a Stock Purchase Agreement involving a change in control of CHOD, CHOD was assigned a License Agreement between Cappello’s Inc. (“Cappello’s”) and Emergent Health Corporation (“EMGE”) dated August 26, 2014. On April 28, 2016, as a result of EMGE’s failure to pay CHOD royalties due under the License Agreement, the License Agreement was terminated and rights to the Licensed Products reverted to CHOD.

Through its subsidiary SAS, the Company plans to pursue the manufacturing and marketing of the Licensed Products. The products relate to a line of stem cell nutrition and anti-aging ones which are patented and were well accepted by those familiar with these latest sectors in nutritional supplementation. The Company plans to launch these products in 2017.

ITEM 1A. RISK FACTORS

Not Applicable.

ITEM 2. PROPERTIES

We do not currently own any property. The Company'’s offices are located at 111 West Sunrise Highway, Freeport, NY 11520 and ~~10102~~10120 Valley Forge Circle, King of Prussia, Pennsylvania, 19406. The Freeport office space is provided by Michael T. Studer CPA P.C., a public accounting firm owned by Michael T. Studer, our Treasurer and a director, at no cost to the Company. The King of Prussia office space is ~~rented~~being ~~pursuant~~provided by EMGE at no cost to athe ~~lease~~Company; ~~which~~management ~~expires~~of ~~August~~the ~~31,~~Company ~~2016~~is currently working with EMGE to revive its business model and become viable.

ITEM 3. LEGAL PROCEEDINGS

We are not currently involved in any legal proceedings nor do we have any knowledge of any threatened litigation.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

4 Table of Contents

PART II

· Market Information.

The Company's Common Stock, $.0025 par value, is traded in the over-the-counter market under the symbol "CHOD". Our common stock is quoted on the OTC Pink marketplace operated by OTC Markets Group. The following table sets forth the range of high and low trading prices for Common Stock as reported on the OTC Pink marketplace for each quarter during the last two fiscal years.

Fiscal Year ended September 30, 2015	High		Low
Fiscal Year ended September 30, 2016	High			Low
Quarter ended December 31, 2014	$	0.60		0.23
Quarter ended December 31, 2015	$	0.18		$	0.07
Quarter ended March 31, 2015	$	0.23		0.16
Quarter ended March 31, 2016	$	0.13		$	0.06
Quarter ended June 30, 2015	$	0.23		0.14
Quarter ended June 30, 2016	$	0.11		$	0.08
Quarter ended September 30, 2015	$	0.12		0.035
Quarter ended September 30, 2016	$	0.18		$	0.045
Fiscal Year ended September 30, 2014	High		Low
Fiscal Year ended September 30, 2015	High			Low
Quarter ended December 31, 2013	$	0.35		0.20
Quarter ended December 31, 2014	$	0.60		$	0.23
Quarter ended March 31, 2014	$	0.29		0.20
Quarter ended March 31, 2015	$	0.23		$	0.16
Quarter ended June 30, 2014	$	0.30		0.1501
Quarter ended June 30, 2015	$	0.23		$	0.14
Quarter ended September 30, 2014	$	0.25		0.16
Quarter ended September 30, 2015	$	0.12		$	0.035

The Company'’s Class A Convertible Preferred Stock and Class B Preferred Stock are not publicly traded or quoted.

· Holders of Common Stock and Preferred Stock.

As of October 2328, ~~2015~~2016, the number of holders of record of the Company's common stock was ~~258~~approximately 250. The number of holders of record of the Company'’s Class A Convertible Preferred Stock was 94approximately 90. The number of holders of record of the Company Class B Preferred Stock was 1.

· Dividends.

Registrant has paid no cash dividends and has no present plan to pay cash dividends, intending instead to reinvest its earnings, if any. However, payment of future cash dividends will be determined from time to time by its Board of Directors, based upon its future earnings, financial condition, capital requirements and other factors.

· Securities Authorized for Issuance under Equity Compensation Plans.

None.

· Recent Sales of Unregistered Securities.

None for the quarterly period ended September 30, ~~2015~~2016.

~~· Issuer~~5 ~~Purchases~~Table of ~~Equity Securities.~~ Contents

~~None~~· ~~for~~Issuer ~~the~~Purchases ~~quarterly~~of ~~period~~Equity ~~ended September 30, 2015.~~ Securities

WeNone ~~presently~~for ~~have~~the noquarterly ~~publicly~~period ~~announced~~ended ~~repurchase~~September ~~plan~~30, ~~or program to purchase our Common Stock or Series A Convertible Preferred Stock~~2016.

5We presently have no publicly announced repurchase plan or program to purchase our Common Stock or Series A Convertible Preferred Stock.

ITEM 6. SELECTED FINANCIAL DATA.

Not applicable.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

~~Results~~On ofNovember ~~Operations~~20, –2014, ~~Year~~pursuant ~~ended~~to ~~September~~a 30Stock Purchase Agreement involving a change in control of CHOD, ~~2015~~CHOD ~~compared~~was toassigned ~~Year~~a ~~ended~~License ~~September~~Agreement 30between Cappello’s Inc. (“Cappello’s”) and Emergent Health Corporation (“EMGE”) dated August 26, 2014. On April 28, 2016, as a result of EMGE’s failure to pay CHOD royalties due under the License Agreement, the License Agreement was terminated and rights to the Licensed Products reverted to CHOD.

~~Sales~~Through ~~increased~~its $4subsidiary SAS,~~167~~ ~~from~~the $0Company inplans ~~2014~~ to ~~$4,167~~pursue inthe ~~2015~~manufacturing ~~(all~~and ~~from~~marketing ~~sales~~ of the ~~SAS~~Licensed ~~Flower~~Products. The products relate to a line of ~~Youth~~stem ~~Facial~~cell ~~Lift~~nutrition ~~Spray~~and ~~product,~~anti-aging ones which ~~was~~are ~~launched~~patented and were well accepted by those familiar with these latest sectors in ~~the~~nutritional ~~three~~supplementation. ~~months~~The ~~ended~~Company ~~September~~plans ~~30,~~to ~~2015)~~launch these products in 2017.

~~Cost~~Results of ~~sales~~Operations ~~increased~~– ~~$1,629~~Year ~~from~~ended $0September ~~in 2014 to $1~~30,~~629~~ in2016 ~~2015~~compared ~~(all~~to ~~from~~Year ~~sales~~ended ofSeptember ~~the~~30, ~~SAS Flower of Youth Facial Lift Spray)~~2015.

~~Gross~~Sales ~~profit~~ increased $24,~~538~~218 from $04,167 in ~~2014~~2015 to $28,~~538~~385 in ~~2015~~2016 (all from sales of the SAS Flower of Youth Facial Lift Spray). ~~The~~product, ~~gross~~which ~~profit~~was ~~percentage~~launched ofin ~~sales~~the inthree ~~2015~~months ~~was~~ended ~~approximately~~September ~~61%~~30, 2015).

~~Total~~Cost ~~operating~~of ~~expenses~~sales ~~increased~~decreased $~~14,196~~383 from $31,~~140~~629 in ~~2014 to $17,336 in~~ 2015. ~~The increase was primarily due~~ to $101,~~499~~246 ~~of selling, general and administrative expenses incurred by our subsidiary SAS Health and Beauty Corp. primarily~~ in ~~connection~~2016 ~~with~~(all ~~the~~from ~~launch~~sales of the SAS Flower of Youth Facial Lift Spray ~~product~~).

~~Other~~Gross ~~expense~~profit ~~– net~~ increased $~~167~~4,~~108~~601 from $212,~~566~~538 in ~~2014 to $188,674 in~~ 2015. ~~The increase was due primarily~~ to ~~the~~ $907,~~000~~139 ~~expense recognized~~ in ~~2015~~2016 (all from ~~impairment~~sales of ~~our investment in Emergent Health Corporation common stock,~~ the ~~$10,000~~SAS ~~expense~~Flower ~~recognized in 2015 from the issuance~~ of ~~100,000~~Youth ~~shares~~Facial ofLift ~~Class B Preferred Stock in connection with the receipt of a $15,000 loan from John V~~Spray). ~~Cappello,~~The ~~chief~~gross ~~executive~~profit ~~officer~~percentage of ~~the~~sales ~~Company, and the $51,780 increase~~ in ~~net loss on marketable securities from $65,286 in 2014 to $117,066 in~~ 2015. ~~For~~and ~~both~~2016 ~~periods,~~was ~~substantially~~approximately ~~all~~61% ofand ~~the marketable securities were invested in TAXI common stock which price per share fell from $11.66 at September 30~~85%, ~~2014 to $7~~respectively.~~58 at September 30, 2015.~~

~~Net~~Total ~~loss~~operating expenses increased $~~178~~40,~~766~~426 from $2417,~~706~~336 in ~~2014~~2015 to $~~203~~57,~~472~~762 in ~~2015~~2016. The increase was primarily due to ~~the~~higher ~~$14,196~~consulting ~~increase in operating expenses~~ and ~~the~~investor ~~$167,108~~relation ~~increase~~fees incurred in ~~other~~2016 ~~expense-net,~~compared ~~offset~~to ~~partially by the $2,538 gross profit in~~ 2015.

Table of Contents

Other expense – net increased $39,254 from $188,674 in 2015 to $227,928 in 2016. The impairment of investment in Emergent Health Corporation common stock increased $10,000 from $90,000 in 2015 to $100,000 in 2016. The net loss on marketable securities increased $34,387 from $117,066 in 2015 to $151,453 in 2016. For both periods, substantially all of the marketable securities were invested in Medallion Financial Group (MFIN) common stock which price per share fell from $11.66 at September 30, 2014 to $7.58 at September 30, 2015 to $4.22 at September 30, 2016.

Net loss increased $75,079 from $203,472 in 2015 to $278,551 in 2016. The increase was due to the $40,426 increase in operating expenses and the $39,254 increase in other expense-net, offset partially by the $4,601 increase in gross profit.

Liquidity and Capital Resources

At September 30, ~~2015~~2016, the Company had cash and cash equivalents of $6541,~~969~~643, total assets of $~~479~~275,~~950~~412, total liabilities of $1938,~~304~~617, and total stockholders'’ equity of $~~460~~236,~~646~~795. Of the $~~479~~275,~~950~~412 total assets at September 30, ~~2015~~2016, $~~219~~135,~~820~~040 represents the quoted value of 2932,000 shares ~~TAXI~~MFIN common stock and $~~160~~60,000 represents the carrying value of 2,000,000 restricted shares of Emergent Health Corporation (EMGE) common stock.

Cash and cash equivalents ~~increased~~decreased $4524,~~330~~326 from $2065,~~639~~969 at September 30, ~~2014~~2015 to $6541,~~969~~643 at September 30, ~~2015~~2016. The $4524,~~330~~326 ~~increase~~decrease was due primarily to the $45278,~~000~~551 ~~proceeds~~net ~~received~~loss ~~from~~offset by the ~~sale of 3~~$100,000~~,000~~ ~~shares~~noncash impairment of ~~common~~investment ~~stock~~in onEMGE ~~November~~common 20stock, ~~2014 pursuant to a Stock Purchase Agreement involving a change in control of CHOD and~~ the $15132,~~000~~058 ~~loan~~decrease ~~received~~in ~~from~~marketable ~~John V. Cappello~~securities, ~~offset~~and ~~partially by~~ the $19,~~908~~751 ~~reduction~~increase ofin ~~cash~~margin ~~from~~liability ~~the~~to ~~spin off of Castle Advisors Inc~~broker. ~~effective November 17, 2014.~~

The Company currently has no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.

We currently have no commitments with any person for any capital expenditures.

We have no off-balance sheet arrangements.

67 Table of Contents

ITEM 8. FINANCIAL STATEMENTS

CASTLE HOLDING CORP. AND SUBSIDIARIES Consolidated Statements of Financial Condition (Unaudited)

CASTLE HOLDING CORP. AND SUBSIDIARIES
Consolidated Statements of Financial Condition
(Unaudited)

	September 30, 2016			September 30, 2015
Assets
Cash and cash equivalents	$	41,643		$	65,969
Marketable securities, at market value		140,362			219,920
Inventory		3,405			3.109
Investment in Emergent Health Corporation common stock		60,000			160,000
License agreement with Emergent Health Corporation		30,000			30,000
Other assets		2			952

Total assets	$	275,412		$	479,950

Liabilities and Stockholders' Equity
Liabilities:
Margin liability to broker	$	19,751		$	-
Accounts payable and accrued expenses		785			1,223
Loans payable to affiliates		18,081			18,081

Total liabilities		38,617			19,304

Stockholders' equity:
Preferred stock, $.01 par value; authorized 8,900,000 and 8,900,000 shares, respectively; none issued and outstanding	-			-
Class A Convertible Preferred stock, $.01 par value; authorized 1,000,000 shares, issued and outstanding 522,250 and 522,250 shares, respectively;		5,223			5,223
Class B Preferred stock, $.01 par value; authorized 100,000 shares, issued and outstanding 100,000 and 100,000 shares, respectively		1,000			1,000
Common stock, $.0025 par value; authorized 200,000,000 shares, issued 47,003,510 and 44,983,510 shares, respectively (net of 261,000 shares "stopped" and requested to be cancelled)		117,509			112,459
Treasury common stock - 588,800 and 588,800 shares, respectively - at cost		(32,620	)		(32,620	)
Additional paid-in capital		1,883,177			1,833,527
Accumulated deficit		(1,737,494	)		(1,458,943	)
Total stockholders' equity		236,795			460,646

Total liabilities and stockholders' equity	$	275,412		$	479,950

	September 30,2015			September 30,2014
Assets
Cash and cash equivalents	$	65,969		$	20,639
Marketable securities, at market value		219,920			129
Inventory		3.109			-
Restricted cash and securities, at market value		-			331,453
Investment in Emergent Health Corporation common stock		160,000			-
License agreement with Emergent Health Corporation		30,000			-
Other assets		952			2
Total assets	$	479,950		$	352,223
Liabilities and Stockholders' Equity
Liabilities:
Accounts payable and accrued expenses	$	1,223		$	116
Loans payable to affiliates		18,081			3,081
Total liabilities		19,304			3,197
Stockholders' equity:
Preferred stock, $.01 par value; authorized 8,900,000 and 9,000,000 shares, respectively; none issued and outstanding		-			-
Class A Convertible Preferred stock, $.01 par value; authorized 1,000,000 shares, issued and outstanding 522,250 and 699,250 shares, respectively; liquidation preference of $522,250 and $699,250, respectively		5,223			6,993
Class B Preferred stock, $.01 par value; authorized 100,000 shares, issued and outstanding 100,000 and 0 shares, respectively		1,000			-
Common stock, $.0025 par value; authorized 100,000,000 shares, issued 44,983,510 and 37,629,510 shares, respectively (net of 261,000 shares "stopped" and requested to be cancelled)		112,459			94,074
Treasury common stock - 588,800 and 588,800 shares, respectively - at cost		(32,620	)		(32,620	)
Additional paid-in capital		1,833,527			1,516,142
Accumulated deficit		(1,458,943	)		(1,235,563	)
Total stockholders' equity		460,646			349,026
Total liabilities and stockholders' equity	$	479,950		$	352,223

See notes to consolidated financial statements.

7F-1 Table of Contents

CASTLE HOLDING CORP. AND SUBSIDIARIES Consolidated Statements of Operations (Unaudited)

CASTLE HOLDING CORP. AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)

	Year Ended September 30,
	2016			2015
Sales	$	8,385		$	4,167
Cost of sales		1,246			1,629
Gross profit		7,139			2,538

Selling expenses		4,065			1,458
General and administrative expenses		53,697			15,878
Total operating expenses		57,762			17,336

Income (loss) from operations		(50,623	)		(14,798	)

Other income (expense):
Interest and dividends revenues		23,351			28,421
Royalties revenues		572			-
Net gain (loss) on marketable securities		(151,453	)		(117,066	)
Impairment of investment in Emergent Health Corporation common stock		(100,000	)		(90,000	)
Issuance of 100,000 shares of Class B Preferred Stock in connection with the receipt of a $15,000 loan		-			(10,000	)
Interest expense		(398	)		(31	)
Total other income (expense) - net		(227,928	)		(188,674	)

Income (loss) before income taxes		(278,551	)		(203,472	)
Provision for income taxes		-			-

Net income (loss)	$	(278,551	)	$	(203,472	)

Net income (loss) per common share:
Basic	$	(0.01	)	$	(0.00	)
Diluted	$	(0.01	)	$	(0.00	)

Weighted average number of common shares outstanding:
Basic		45,550,049			43,266,630
Diluted		46,072,299			43,877,380

	Year Ended September 30,
	2015			2014
Sales	$	4,167		$	-
Cost of sales		1,629			-
Gross profit		2,538			-
Selling expenses		1,458			-
General and administrative expenses		15,878			3,140
Total operating expenses		17,336			3,140
Income (loss) from operations		(14,798	)		(3,140	)
Other income (expense):
Interest and dividends revenues		28,421			23,720
Consulting fee		-			20,000
Net gain (loss) on marketable securities		(117,066	)		(65,286	)
Impairment of investment in Emergent Health Corporation common stock		(90,000	)		-
Issuance of 100,000 shares of Class B Preferred Stock in connection with the receipt of a $15,000 loan		(10,000	)		-
Interest expense		(31	)		-
Total other income (expense) - net		(188,674	)		(21,566	)
Income (loss) before income taxes		(203,472	)		(24,706	)
Provision for income taxes		-			-
Net income (loss)	$	(203,472	)	$	(24,706	)
Net income (loss) per common share:
Basic	$	(0.00	)	$	(0.00	)
Diluted	$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding:
Basic		43,266,630			37,063,773
Diluted		43,877,380			37,763,023

See notes to consolidated financial statements.

8F-2 Table of Contents

CASTLE HOLDING CORP. AND SUBSIDIARIES Consolidated Statements of Changes in Stockholders' Equity For the ~~Year~~Years Ended September 30, ~~2014~~2015 and ~~2015~~2016 (Unaudited)

	Class A Convertible Preferred Stock, $.01Par Value				Class BPreferred Stock, $.01 Par Value				CommonStock, $.0025 Par Value				TreasuryCommon Stock, $.0025 Par Value						Additional Paid-in		Accumulated			Total Stock- holders'
	Class A ConvertiblePreferred Stock, $.01Par Value				Class B PreferredStock, $.01 Par Value				Common Stock, $.0025Par Value				TreasuryCommon Stock, $.0025Par Value						AdditionalPaid-in		Accumulated			TotalStock-holders'
	Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount			Capital		Deficit			Equity
Balances, September 30, 2013		699,250	$	6,993		-	$	-		37,629,510	$	94,074		(551,000	)	$	(24,809	)	$	1,516,142	$	(1,210,857	)	$	381,543
Balances, September 30, 2014		699,250	$	6,993		-	$	-		37,629,510	$	94,074		(588,800	)	$	(32,620	)	$	1,516,142	$	(1,235,563	)	$	349,026
Purchase of treasury stock		-		-		-		-		-		-		(37,800	)		(7,811	)		-		-			(7,811	)
Spin-off of Castle Advisors Inc. effective November 17, 2014	-		-			-		-	-		-		-			-			-		(19,908)			(19,908)
Net loss		-		-		-		-		-		-		-			-			-		(24,,706	)		(24,706	)
Balances, September 30, 2014		699,250		6,993		-		-		37,629,510		94,074		(588,800	)		(32,620	)		1,516,142		(1,235,563	)		349,026
Spin-off of Castle Advisors Inc. effective November 17, 2014		-		-		-		-		-		-		-			-			-		(19,908	)		(19,908	)
Issuance of common shares on November 20, 2014 for:
Cash		-		-		-		-		3,000,000		7,500		-			-			37,500		-			45,000
2,000,000 restricted shares, Emergent Health Corporation ("EMGE") common stock		-		-		-		-		2,000,000		5,000		-			-			245,000		-			250,000
2,000,000 restricted shares, Emergent Health Corporation (“EMGE”) common stock	-		-			-		-		2,000,000		5,000	-			-				245,000	-				250,000
Rights to license agreement between Cappello's Inc, and Emergent Health Corporation		-		-		-		-		2,000,000		5,000		-			-			25,000		-			30,000
Rights to license agreement between Cappello’s Inc, and Emergent Health Corporation	-		-			-		-		2,000,000		5,000	-			-				25,000	-				30,000
Conversion of Class A convertible preferred Stock on March 31, 2015	(177,000)		(1,770)			-		-		354,000		885	-			-				885	-			-

See notes to consolidated financial statements.

9F-3 Table of Contents

CASTLE HOLDING CORP. AND SUBSIDIARIES Consolidated Statements of Changes in Stockholders' Equity For the Year Ended September 30, 2014 and 2015 (Unaudited)

CASTLE HOLDING CORP. AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity
For the Years Ended September 30, 2015 and 2016
(Unaudited)

	Class A Convertible Preferred Stock, $.01 Par Value				Class B Preferred Stock, $.01 Par Value				Common Stock, $.0025 Par Value				Treasury Common Stock, $.0025 Par Value						Additional Paid-in		Accumulated			Total Stock- holders'
	Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount			Capital		Deficit			Equity

Issuance of Class B Preferred Stock effective June 1, 2015		-		-		100,000		1,000		-		-		-			-			9,000		-			10,000

Net loss		-		-		-		-		-		-		-			-			-		(203,472	)		(203,472	)

Balances, September 30, 2015		522,250		5,223		100,000		1,000		44,983,510		112,459		(588,800	)		(32,620	)		1,833,527		(1,458,943	)		460,646

Issuance of common shares on April 1, 2016 for 1,500,000 free trading shares of Gold Mining USA Inc. ("GMUI") common stock		-		-		-		-		2,000,000		5,000		-			-			47,500		-			52,500

Issuance of common shares on May 5, 2016 for legal services rendered		-		-		-		-		20,000		50		-			-			2,500		-			2,200

Net loss		-		-		-		-		-		-		-			-			-		(278,551	)		(278,551	)

Balances, September 30, 2016		522,250	$	5,223		100,000	$	1,000		47,003,510	$	117,509		(588,800	)	$	(32,620	)	$	1,883,177	$	(1,737,494	)	$	236,795

	Class A Convertible Preferred Stock, $.01Par Value						Class BPreferred Stock, $.01Par Value				CommonStock, $.0025Par Value				TreasuryCommon Stock, $.0025 Par Value						Additional Paid-in		Accumulated			Total Stock- holders'
	Shares			Amount			Shares		Amount		Shares		Amount		Shares			Amount			Capital		Deficit			Equity
Conversion of Class A convertible preferred Stock on March 31, 2015		(177,000	)		(1,770	)		-		-		354,000		885		-			-			885		-			-
Issuance of Class B Preferred Stock effective June 1, 2015		-			-			100,000		1,000		-		-		-			-			9,000		-			10,000
Net loss		-			-			-		-		-		-		-			-			-		(203,472	)		(203,472	)
Balances, September 30, 2015		522,250		$	5,223			100,000	$	1,000		44,983,510	$	112,459		(588,800	)	$	(32,620	)	$	1,833,527	$	(1,458,943	)	$	460,646

See notes to consolidated financial statements.

10F-4 Table of Contents

CASTLE HOLDING CORP. AND SUBSIDIARIES Consolidated Statements of Cash Flows (Unaudited)

CASTLE HOLDING CORP. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)

	Year Ended September 30,
	2016			2015
Cash flows from operating activities:
Net income (loss)	$	(278,551	)	$	(203,472	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Issuance of common stock for legal services		2,200			-
Impairment of investment in Emergent Health Corporation common stock		100,000			90,000
Issuance of 100,000 shares of Class B Preferred Stock in connection with the receipt of a $15,000 loan	-				10,000
Changes in operating assets and liabilities:
Marketable securities		132,058			48,749
Inventory		(296	)		(3,109	)
Restricted cash and securities		-			55,803
Other assets		950			(950	)
Margin liability to broker		19,751			(950	)
Accounts payable and accrued expenses		(438	)		1,107

Net cash provided by (used in) operating activities		(24,326	)		(1,872	)

Cash flows from investing activities		-			-

Cash flows from financing activities:
Proceeds from sale of common shares		-			45,000
Proceeds of loans from affiliates		-			15,000
Reclassification from restricted cash and securities to cash and cash equivalents	-				7,110
Spin off of Castle Advisors, Inc.		-			(19,908	)

Net cash used in financing activities		-			47,202

Net increase (decrease) in cash and cash equivalents		(24,326	)		45,330
Cash and cash equivalents, beginning of period		65,969			20,639

Cash and cash equivalents, end of period	$	41,643		$	65,969

Supplemental disclosures of cash flow information:
Interest paid	$	398		$	31
Income taxes paid	$	-		$	-

	Year Ended September 30,
	2015			2014
Cash flows from operating activities:
Net income (loss)	$	(203,472	)	$	(24,706	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Impairment of investment in Emergent Health Corporation common stock		90,000			-
Issuance of 100,000 shares of Class B Preferred Stock in connection with the receipt of a $15,000 loan		10,000			-
Changes in operating assets and liabilities:
Marketable securities		48,749			97
Inventory		(3,109	)		-
Restricted cash and securities		55,803			49,485
Other assets		(950	)		-
Accounts payable and accrued expenses		1,107			-
Net cash provided by (used in) operating activities		(1,872	)		24,876
Cash flows from investing activities		-			-
Cash flows from financing activities:
Acquisition of treasury stock		-			(7,811	)
Proceeds from sale of common shares		45,000			-
Proceeds of loans from affiliates		15,000			2,581
Reclassification from restricted cash and securities to cash and cash equivalents		7,110			-
Spin off of Castle Advisors, Inc.		(19,908	)		-
Net cash used in financing activities		47,202			(5,230	)
Net increase (decrease) in cash and cash equivalents		45,330			19,646
Cash and cash equivalents, beginning of period		20,639			993
Cash and cash equivalents, end of period	$	65,969		$	20,639
Supplemental disclosures of cash flow information:
Interest paid	$	31		$	101
Income taxes paid	$	-		$	-

See notes to consolidated financial statements.

11F-5 Table of Contents

CASTLE HOLDING CORP. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)

	Nine Months Ended June 30,
	Year Ended September 30,
	2015		2014
	2016		2015
Non-cash investing and financing activities:
Issuance of 2,000,000 shares of CHC common stock in exchange for 2,000,000 restricted shares of Emergent Health Corp. common stock	$	250,000	$	-
Issuance of 2,000,000 shares of CHOD common stock in exchange for 1,500,000 free trading shares of Gold Mining USA Inc., (“GMUI”) common stock	$	52,500	$	-
Issuance of 2,000,000 shares of CHC common stock in exchange for rights to license agreement between Cappello's Inc. and Emergent Health Corporation	$	30,000	$	-
Issuance of 2,000,000 shares of CHOD common stock in exchange for 2,000,000 restricted shares of Emergent Health Corp. common stock	$	-	$	250,000
Conversion of 177,000 shares of CHC Class A convertible preferred stock into 354,000 shares of CHC common stock	$	1,770	$	-
Issuance of 2,000,000 shares of CHOD common stock in exchange for rights to license agreement between Cappello’s Inc. and Emergent Health Corporation	$	-	$	30,000
Reclassification from restricted cash and securities to marketable securities	$	268,540	$	-
Conversion of 177,000 shares of CHOD Class A convertible preferred stock into 354,000 shares of CHOD common stock	$	-	$	1,770
Reclassification from restricted cash and securities to marketable securities	$	-	$	268,540

See notes to consolidated financial statements.

12F-6 Table of Contents

CASTLE HOLDING CORP. AND ~~SUBSIDIARIESNotes to Consolidated Financial StatementsYears Ended September 30, 2015 and 2014(Unaudited)<>~~SUBSIDIARIES

Notes to Consolidated Financial Statements

Years Ended September 30, 2016 and 2015

(Unaudited)

1. ORGANIZATION

Castle Holding Corp. (~~"CHC"~~“CHOD”) is a holding company which was incorporated in Nevada on June 13, 1986. The subsidiaries of ~~CHC~~CHOD are as follows:

	1.	Castle Royalties Corp. (incorporated in New York April 11, 1991) – name changed from Church Street Securities Corp. on March 16, 2015; assignee of License Agreement with Emergent Health Corporation effective March 16, 2015 (see Note 6).

	2.	SAS Health and Beauty Corp. (incorporated in New York May 27, 1994) – name changed from Wall Street Indians, Ltd. on March 31, 2015; manufactures and markets a skin care product called SAS Flower of Youth Facial Lift Spray.

	3.	The Unlisted Stock Market Corporation (incorporated in New York December 9, 1999) – no operations from inception.

	4.	Shark Venture Capital Inc. (incorporated in Nevada December 22, 2014) – plans to engage in venture capital activities.

Effective November 17, 2014, ~~CHC~~CHOD spun off all of the shares of its then wholly owned subsidiary Castle Advisors, Inc. ("“CAI"”) to ~~CHC'~~CHOD’s common stockholders of record as of the close of business on November 10, 2014. CAI, which was incorporated in New York December 23, 1993, acts as a financial consultant.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation – The consolidated financial statements include the accounts of ~~CHC~~CHOD and its subsidiaries (collectively, the "“Company"”). All significant intercompany balances and transactions have been eliminated in consolidation.

Use of estimates – The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Cash and cash equivalents The Company considers highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

Marketable securities Marketable securities consist of trading securities valued at market. All fair value measurements are based on Level 1 inputs (i.e., closing trading prices of respective marketable securities). Unrealized gains and losses are reflected in income (($~~118~~149,~~181~~598) and ($69118,~~283~~181) for the years ended September 30, ~~2015~~2016 and ~~2014~~2015, respectively).

Inventory – Inventory is stated at the lower of cost (first–in, first–out method) or market (net realizable value). At September 30, 2016 and 2015, inventory consists of bottles of a skin care product called SAS Flower of Youth Facial Lift Spray and point of sales displays.

13F-7 Table of Contents

CASTLE HOLDING CORP. AND ~~SUBSIDIARIESNotes to Consolidated Financial StatementsYears Ended September 30, 2015 and 2014(Unaudited)~~SUBSIDIARIES

Notes to Consolidated Financial Statements

Years Ended September 30, 2016 and 2015

(Unaudited)

Revenue recognition – Revenues are recognized upon delivery of the products, at which time title passes to the customer, provided that: there are no uncertainties regarding customer acceptance; persuasive evidence of an arrangement exists; the sales price is fixed or determinable; and collectability is deemed probable.

Income taxes – Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

Net income (loss) per common share – Basic net income (loss) per common share is calculated based upon the weighted average number of common shares outstanding. Diluted net income (loss) per common share is calculated based upon the weighted average number of common shares outstanding and dilutive convertible preferred shares outstanding.

Recent accounting pronouncements – InCertain ~~June~~accounting ~~2014,~~pronouncements ~~The~~have ~~Financial~~been ~~Accounting Standards Board ("FASB")~~ issued ~~Accounting~~by Standards Update ("ASU") 2014-10, "Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation" ("ASU 2014-10"). ASU 2014-10 removes the ~~financial~~FASB ~~reporting distinction between development stage entities~~ and other ~~reporting~~standard ~~entities~~setting ~~and~~organizations eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which ~~the~~are ~~entity~~not isyet ~~engaged,~~effective and ~~(4)~~therefore ~~disclose~~have innot ~~the~~yet ~~first~~been ~~year~~adopted inby ~~which~~ the ~~entity is no longer a development stage entity that in prior years it had been in the development stage~~Company. The ~~Company~~impact ~~was required to adopt this new standard~~ on ~~a retrospective basis for~~ the ~~year ending September 30, 2016, and interim periods therein; however, early application was permitted. The~~ Company's ~~elected to adopt the new reporting standard for~~ financial ~~statements~~position ~~filed~~and ~~with~~results ~~the Form 10-Q for the three months ended December 31, 2014. Other than simplifying the presentation~~ of ~~the~~operations ~~financial~~from ~~statements and disclosures needed to be made by the Company, the~~ adoption of ~~ASU~~these ~~2014-10~~standards ~~has~~is not ~~affected~~expected ~~the~~to ~~Company's~~be ~~consolidated financial statements~~material.

3. MARKETABLE SECURITIES, AT MARKET VALUE

At September 30, ~~2015~~2016 and September 30, ~~2014~~2015, marketable securities consist of:

	September 30,2015		September 30,2014
	September 30,2016		September 30,2015
29,000 and 0 shares, respectively, Medallion Financial Group (TAXI)	$	219,820	$	-
32,000 and 29,000 shares, respectively, Medallion Financial Group (MFIN)	$	135,040	$	219,820
Various		100		129
1,400,000 and 0 shares, respectively, Gold Mining USA Inc. (GMUI)		5,222		-
Total	$	219,920	$	129
Various		100		100
Total	$	140,362	$	219,920

On February 15, 2015, the majority stockholder and the Board of Directors approved the release of restrictions with respect to the cash and marketable securities held at ~~CHC~~CHOD accounts with TD Ameritrade Inc. and E Trade Securities LLC (see Note 47). Accordingly, we have reclassified on the ~~Consolidated Statements of Financial Condition the~~ marketable securities included in "“Restricted Cash and Securities, at Market Value"” ~~commencing~~at September 30, 2014 to "“Marketable Securities, at Market Value"” commencing March 31, 2015.

14F-8 Table of Contents

CASTLE HOLDING CORP. AND ~~SUBSIDIARIESNotes to Consolidated Financial StatementsYears Ended September 30, 2015 and 2014(Unaudited)~~SUBSIDIARIES

4.Notes ~~RESTRICTED~~to ~~CASH~~Consolidated ~~AND~~Financial ~~SECURITIES, AT MARKET VALUE~~Statements

AtYears Ended September 30, ~~2014,~~2016 ~~restricted cash~~ and ~~securities consist of:~~2015

	September 30, 2014
Uninvested cash	$	1,475
Marketable securities:
588,800 shares, Castle Holding Corp. (CHOD) (reflected as treasury stock in the consolidated statement of financial condition)		136,896
28,300 shares, Medallion Financial Group (TAXI)		329,978
Subtotal		468,349
Less Castle Holding Corp. (CHOD) shares treated as treasury stock		(136,896	)
Net	$	331,453

(Unaudited)

~~Except for 385,000 shares Castle Holding Corp~~4. ~~held~~INVESTMENT inIN ~~safekeeping~~EMERGENT atHEALTH ~~September~~CORPORATION ~~30,~~COMMON 2014, the restricted cash and securities were held at accounts with TD Ameritrade Inc. (the "First FBO Account") and E Trade Securities LLC (the "Second FBO Account"). The First FBO Account was established in 2001 to secure payment of the investment in the Class A Convertible Preferred Shares in the event of liquidation of CHC (see Note 8).STOCK

InOn ~~2001~~November 20, as2014, apursuant ~~provision~~to ofa ~~the~~Stock ~~private~~Purchase ~~offering~~Agreement ~~(see~~involving ~~Note~~a ~~8),~~change ~~CHC~~in ~~purchased~~control aof ~~total~~CHOD, ofCHOD ~~$380~~acquired 2,000,000 ~~face~~restricted ~~value~~shares of ~~United~~Emergent ~~States~~Health ~~Treasury~~Corporation ~~Strips~~ (~~the "Strips"~~“EMGE”) ~~maturing~~common ~~August~~stock ~~15,~~in ~~2011~~exchange for athe ~~total~~issuance of ~~approximately $233~~2,000.,000 Onrestricted ~~August~~shares ~~15,~~of ~~2011,~~CHOD ~~the~~common ~~Strips~~stock. ~~matured~~The ~~and~~EMGE ~~the~~investment ~~First~~was ~~FBO~~initially ~~Account~~valued ~~was~~at ~~credited~~an estimated fair value of $~~380~~250,000. ~~From~~The ~~August~~closing ~~15,~~trading ~~2011~~price toof ~~March~~EMGE ~~31,~~free ~~2015,~~trading ~~the~~common ~~FBO~~stock ~~Accounts~~at ~~acquired~~November ~~and~~20, ~~sold~~2014 awas ~~variety~~$0.49 ofper ~~marketable equity securities~~share.

OnAt ~~February~~September 1530, 2015, the ~~majority~~Company ~~stockholder~~recognized ~~and~~an impairment loss on the ~~Board~~investment in EMGE common stock of ~~Directors~~$90,000 ~~approved~~and reduced the ~~release~~carrying ofvalue ~~restrictions~~from ~~with~~$250,000 ~~respect~~ to $160,000. At December 31, 2015, the ~~cash~~Company ~~and~~recognized ~~marketable~~an ~~securities~~additional ~~held~~impairment atloss ~~CHC~~on ~~accounts~~the ~~with~~investment TDin ~~Ameritrade~~EMGE ~~Inc.~~common stock of $40,000 and Ereduced ~~Trade~~the ~~Securities~~carrying ~~LLC~~value from $160,000 to $120,000. ~~Accordingly~~At March 31, we2016, ~~have~~the ~~reclassified~~Company recognized an additional impairment loss on the ~~Consolidated~~investment ~~Statements~~in EMGE common stock of ~~Financial~~$40,000 ~~Condition~~and reduced the ~~marketable~~carrying ~~securities~~value ~~included~~from $120,000 to $80,000. At September 30, 2016, the Company recognized an additional impairment loss on the investment in ~~"Restricted~~EMGE ~~Cash~~common stock of $20,000 and ~~Securities~~reduced the carrying value from $80,000 atto ~~Market~~$60,000. ~~Value"~~The closing trading price of EMGE free trading common stock at September 30, ~~2014~~2015, toDecember ~~"Marketable~~31, ~~Securities~~2015, atMarch ~~Market~~31, ~~Value"~~2016, ~~commencing~~and ~~March~~September 3130, ~~2015~~2016 was $0.08 per share, $0.06 per share, $0.04 per share, and $0.03 per share, respectively.

~~The~~5. ~~Board~~LICENSE ~~action~~AGREEMENT ~~was~~WITH ~~taken~~EMERGENT ~~based~~HEALTH on the results of CHC's offering to Class A Convertible Preferred shareholders to convert each share of CHC Class A Convertible Preferred Stock owned into 2 restricted shares of CHC common stock (see Note 8).CORPORATION

15On November 20, 2014, pursuant to the Stock Purchase Agreement involving a change in control of CHOD, CHOD was assigned effective January 1, 2015 the License Agreement between Cappello’s, Inc, (Licensor) and EMGE (Licensee) dated August 26, 2014 (the “EMGE License Agreement”) in exchange for the issuance of 2,000,000 restricted shares of CHOD common stock. The EMGE License Agreement was valued at its estimated fair value of $30,000 based upon 2014 royalties.

~~CASTLE~~The ~~HOLDING~~EMGE ~~CORP.~~License ~~AND~~Agreement ~~SUBSIDIARIESNotes~~provided for Licensee’s payment of quarterly royalty payments to ~~Consolidated~~Licensor ~~Financial~~equal ~~StatementsYears~~to ~~Ended~~5% ~~September~~of 30the first $1,000,000 ~~2015~~of annual net sales of the Licensed Products, 4% of the next $1,000,000 of annual net sales, 3% of the next $1,000,000 of annual net sales, 2% of the next $2,000,000 of annual net sales, and ~~2014~~1% of all additional annual net sales. The term of the EMGE License Agreement was to expire upon the expiration of the last to expire of the Patent Rights. In the event the Base Sales of any one or more of the Licensed Products did not increase by 15% per year over each prior calendar year (~~Unaudited~~“Underperforming Licensed Products”) and the Licensee did not pay royalties based on 15% annual increases in Base Sales for the Underperforming Licensed Product(s), Licensor could terminate the license for such Underperforming Licensed Product(s) or convert the license from an exclusive license to a non-exclusive license for such Underperforming Licensed Product(s). During the term, Licensor was to keep Licensee informed of the progress of the Patent Rights in the U.S. Patent Office and was to direct and control all aspects of the prosecution and maintenance of the Patent Rights using patent counsel of its choice; Licensee was to pay all reasonable costs and fees attributable to the Patent Rights including patent maintenance fees, government fees and attorney fees.

5.On ~~INVESTMENT~~June IN17, ~~EMERGENT~~2015, ~~HEALTH~~pursuant ~~CORPORATION~~to ~~COMMON~~a ~~STOCK~~Swenson-Emergent Loan and Security Agreement, the Company consented to EMGE’s grant of a security interest in the License Agreement to a lender.

OnBased ~~November~~on ~~20.~~the ~~2014,~~calendar ~~pursuant~~year to2015 asales ~~Stock Purchase Agreement involving a change in control~~ of ~~CHC,~~the ~~CHC~~licensed ~~acquired~~products ~~2,000,000~~reported ~~restricted~~to ~~shares~~CHOD ofby ~~Emergent Health Corporation ("~~EMGE"), ~~common~~the ~~stock~~Company inwas ~~exchange~~entitled ~~for~~to ~~the~~royalties ~~issuance~~ of 2$18,~~000~~528. However,~~000~~ ~~restricted~~the ~~shares~~Company ofcollected ~~CHC~~royalties ~~common~~of ~~stock.~~only ~~The~~$572 from EMGE ~~investment~~in ~~was~~2015. ~~initially~~Due ~~valued~~to atthe anuncertainty ~~estimated~~of ~~fair~~future ~~value~~collections offrom ~~$250~~EMGE,~~000.~~ ~~The~~the ~~closing~~Company ~~trading~~has ~~price~~not ofrecognized ~~EMGE~~the ~~free~~remaining ~~trading~~$17,956 ~~common~~royalties ~~stock~~due at ~~November~~December 2031, ~~2014 was $0~~2015.~~49 per share.~~

AtF-9 ~~September~~Table ~~30, 2015, the Company recognized an impairment loss on the investment in EMGE common stock~~ of ~~$90,000 and reduced the carrying value from $250,000 to $160,000. The closing trading price of EMGE free trading common stock at September 30, 2015 was $0.08 per share.~~Contents

6.CASTLE ~~LICENSE~~HOLDING ~~AGREEMENT~~CORP. ~~WITH~~AND ~~EMERGENT HEALTH CORPORATION~~SUBSIDIARIES

OnNotes ~~November 20, 2014, pursuant~~ to ~~the~~Consolidated ~~Stock~~Financial Purchase Agreement involving a change in control of CHC, CHC was assigned effective January 1, 2015 the License Agreement between Cappello's, Inc, (Licensor) and EMGE (Licensee) dated August 26, 2014 (the "EMGE License Agreement") in exchange for the issuance of 2,000,000 restricted shares of CHC common stock. The EMGE License Agreement was valued at its estimated fair value of $30,000 based upon 2014 royalties.Statements

~~The~~Years ~~EMGE~~Ended ~~License~~September ~~Agreement provides for Licensee's payment of quarterly royalty payments to Licensor equal to 5% of the first $1~~30,~~000,000~~ of2016 ~~annual net sales of the Licensed Products, 4% of the next $1,000,000 of annual net sales, 3% of the next $1,000,000 of annual net sales, 2% of the next $2,000,000 of annual net sales,~~ and 1% of all additional annual net sales. The term of the EMGE License Agreement expires upon the expiration of the last to expire of the Patent Rights. In the event the Base Sales of any one or more of the Licensed Products do not increase by 15% per year over each prior calendar year ("Underperforming Licensed Products") and the Licensee does not pay royalties based on 15% annual increases in Base Sales for the Underperforming Licensed Product(s), Licensor may terminate the license for such Underperforming Licensed Product(s) or convert the license from an exclusive license to a non-exclusive license for such Underperforming Licensed Product(s). During the term, Licensor is to keep Licensee informed of the progress of the Patent Rights in the U.S. Patent Office and is to direct and control all aspects of the prosecution and maintenance of the Patent Rights using patent counsel of its choice; Licensee is to pay all reasonable costs and fees attributable to the Patent Rights including patent maintenance fees, government fees and attorney fees.2015

~~On June 17, 2015, pursuant to a Swenson-Emergent Loan and Security Agreement, the Company consented to EMGE's grant of a security interest in the License Agreement to a lender.~~ (Unaudited)

~~The~~EMGE ~~Company~~did ~~and~~not ~~Cappello's~~report ~~Inc.~~sales ~~have~~of ~~not~~the ~~received~~Licensed ~~quarterly~~Products ~~royalty~~to ~~reports~~CHOD orin ~~royalty~~the ~~payments~~first ~~from~~quarter ~~Emergent~~2016 ~~Health~~or ~~Corporation~~the ~~for~~second ~~the~~quarter ~~quarterly~~2016 ~~periods~~and ~~ended~~did ~~December~~not ~~31,~~remit ~~2014,~~any ~~March~~royalties ~~31,~~to ~~2015,~~CHOD. ~~June~~Due ~~30,~~to ~~2015~~the ~~and~~uncertainty ~~September~~of ~~30,~~future ~~2015.~~collections ~~Accordingly~~from EMGE, wethe ~~have~~Company has not ~~accrued~~recognized any ~~royalty~~royalties ~~income~~due from EMGE for the ~~nine~~six months ended ~~September~~June 30, ~~2015~~2016.

16On April 28, 2016, CHOD notified EMGE that the EMGE License Agreement was terminated. The Company plans to pursue the manufacturing and marketing of the Licensed Products through its subsidiary SAS Health and Beauty Corp.

~~CASTLE HOLDING CORP~~6. ~~AND~~LOANS ~~SUBSIDIARIESNotes~~PAYABLE toTO ~~Consolidated Financial StatementsYears Ended September 30, 2015 and 2014(Unaudited)~~AFFILIATES

7.Loans ~~LOANS~~payable ~~PAYABLE~~to TOaffiliates ~~AFFILIATES~~consist of:

Loan payable to affiliates consist of:

	September 30, 2016		September 30, 2015

SAS Health and Beauty Corp. Promissory Note due John V. Cappello, chief executive officer of the Company, non-interest bearing, due December 1, 2016	$	15,000	$	15,000

Loans payable to entities affiliated with president and treasurer of the Company, non-interest bearing, due on demand		3,081		3,081

Total	$	18,081	$	18,081

	September 30,2015		September 30,2014
SAS Health and Beauty Corp. Promissory
Note due John V. Cappello, chief executive
officer of the Company, non-interest
bearing, due December 1, 2016	$	15,000	$	-
Loans payable to entities affiliated with
president and treasurer of the Company,
non-interest bearing, due on demand		3,081		3,081
Total	$	18,081	$	3,081

7. STOCKHOLDERS’ EQUITY

8. STOCKHOLDERS' EQUITY

Class A Convertible Preferred Stock

From March 2001 to September 2001, ~~CHC~~CHOD sold a total of 706,750 shares of Class A Convertible Preferred Stock for gross proceeds of $706,750.

Each share of Class A Convertible Preferred Stock is convertible at any time into one share of the Company'’s Common Stock at the election of the Class A Convertible Preferred Stockholder. At any time, ~~CHC~~CHOD may require conversion of the Class A Convertible Preferred Shares provided that ~~CHC~~CHOD Common Stock closes at a price of $1.50 per share or higher for more than 20 consecutive business days. At any time after one year from the issue date of the Class A Convertible Preferred Shares, ~~CHC~~CHOD may require conversion of the Class A Convertible Preferred Shares provided that ~~CHC~~CHOD pay the Class A Convertible Preferred Stockholder $0.50 per Class A Convertible Preferred Share.

The Class A Convertible Preferred Shares are non-voting and have a first priority, up to $1.00 per Class A Convertible Preferred Share, in the event of liquidation of ~~CHC~~CHOD.

As a provision of the private offering, ~~CHC~~CHOD used 33% of the gross proceeds of the offering to purchase $380,000 face value of U.S. Treasury Strips (the "“Strips"”) maturing August 15, 2011 ~~(see Note 4)~~.

~~The~~F-10 ~~proceeds~~Table ~~from the Strips were available to holders~~ of the Class A Convertible Preferred Shares and were in addition to the other assets of CHC. The Strips, and upon maturity, subsequent investments purchased from such proceeds, were to be held by CHC to secure payment of the investment in the Class A Convertible Preferred Shares in the event of liquidation of CHC. The protection afforded by the Strips was to terminate upon the conversion of the Class A Convertible Preferred Shares and the Strips, or their proceeds, were to thereafter be available to CHC.Contents

17CASTLE HOLDING CORP. AND SUBSIDIARIES

~~CASTLE~~Notes ~~HOLDING CORP. AND SUBSIDIARIESNotes~~ to Consolidated Financial ~~StatementsYears Ended September 30, 2015 and 2014(Unaudited)~~Statements

OnYears ~~January~~Ended 7,September ~~2015~~30, ~~CHC~~2016 offered its Class A Convertible Preferred shareholders the ability to convert each one (1) share of CHC Class A Convertible Preferred stock owned into two (2) restricted shares of restricted CHC common stock (the "Offer"). Through March 31, 2015, 18 of the Class A Convertible Preferred shareholders (representing 179,500 shares, or approximately 26% of the 699,250 issued and outstanding shares of Class A Convertible Preferred Stock) responded to the Offer. 17 of the responding shareholders (representing 177,000 shares) accepted the Offer; the 1 other responding shareholder (representing 2,500 shares) declined the Offer. Accordingly, in May 2015~~, CHC issued a total of 354,000 restricted shares of CHC common stock to the 17 Class A Convertible Preferred shareholders who accepted the Offer.~~

The 17 accepting shareholders represented approximately 98.6% of the responding shareholders' shares and constituted a quorum. On February 15, 2015, based on the results of the Offer, the majority stockholder and Board of Directors approved the release of restrictions on the proceeds from the Strips.(Unaudited)

The proceeds from the Strips were available to holders of the Class A Convertible Preferred Shares and were in addition to the other assets of CHOD. The Strips, and upon maturity, subsequent investments purchased from such proceeds, were to be held by CHOD to secure payment of the investment in the Class A Convertible Preferred Shares in the event of liquidation of CHOD. The protection afforded by the Strips was to terminate upon the conversion of the Class A Convertible Preferred Shares and the Strips, or their proceeds, were to thereafter be available to CHOD.

On January 7, 2015, CHOD offered its Class A Convertible Preferred shareholders the ability to convert each one (1) share of CHOD Class A Convertible Preferred stock owned into two (2) restricted shares of restricted CHOD common stock (the “Offer”). Through March 31, 2015, 18 of the Class A Convertible Preferred shareholders (representing 179,500 shares, or approximately 26% of the 699,250 issued and outstanding shares of Class A Convertible Preferred Stock) responded to the Offer. 17 of the responding shareholders (representing 177,000 shares) accepted the Offer; the 1 other responding shareholder (representing 2,500 shares) declined the Offer. Accordingly, in May 2015, CHOD issued a total of 354,000 restricted shares of CHOD common stock to the 17 Class A Convertible Preferred shareholders who accepted the Offer.

The 17 accepting shareholders represented approximately 98.6% of the responding shareholders’ shares and constituted a quorum. On February 15, 2015, based on the results of the Offer, the majority stockholder and Board of Directors approved the release of restrictions on the proceeds from the Strips.

Class B Preferred Stock

Effective June 1, 2015, ~~CHC~~CHOD issued 100,000 shares of Class B Preferred Stock (valued at $10,000) to John V. Cappello, chief executive officer of the Company, in connection with a $15,000 loan made to SAS Health and Beauty Corp., subsidiary of ~~CHC~~CHOD (see Note 76). Each share of Class B Preferred Stock is entitled to 100 votes per share but has no conversion, liquidation, or dividend rights.

Common Stock

On November 20, 2014, pursuant to a Stock Purchase Agreement involving a change in control of ~~CHC~~CHOD, ~~CHC~~CHOD issued a total of 7,000,000 restricted shares of ~~CHC~~CHOD common stock to Cappello'’s Inc. ("“Cappello'’s"”) in exchange for (1) Cappello'’s assignment of a License Agreement between Cappello'’s and EMGE dated August 26, 2014 to ~~CHC~~CHOD effective January 1, 2015 (2,000,000 shares) (see Note 65. above), (2) 2,000,000 restricted shares of EMGE common stock (2,000,000 shares) (see Note 54. above), and (3) $45,000 cash (3,000,000 shares).

9Effective April 1, 2016, CHOD issued a total of 2,000,000 restricted shares of CHOD common stock to a corporate investor in exchange for 1,500,000 free trading shares of Gold Mining USA Inc. ~~INCOME~~("GMUI") ~~TAXES~~common stock. The transaction was valued at $0.035 per GMUI share or $52,500 total.

~~CHC~~On ~~files~~May a5, ~~consolidated~~2016, ~~income~~CHOD ~~tax~~issued ~~return~~20,000 ~~with~~restricted ~~its~~shares ~~subsidiaries~~of ~~for~~CHOD ~~federal~~common ~~reporting~~stock ~~purposes.~~to ~~CHC~~an ~~and~~attorney ~~its~~for ~~subsidiaries~~legal ~~file~~services. ~~separate~~The ~~income~~transaction ~~tax~~was ~~returns~~valued ~~for~~at ~~state~~$0.11 ~~reporting~~per ~~purposes~~CHOD share or $2,200 total.

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CASTLE HOLDING CORP. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Years Ended September 30, 2016 and 2015

(Unaudited)

8. INCOME TAXES

CHOD files a consolidated income tax return with its subsidiaries for federal reporting purposes. CHOD and its subsidiaries file separate income tax returns for state reporting purposes.

The provisions for (benefit from) income taxes consisted of:

	Year Ended September 30,
	2015			2014
	2016			2015
Current:
Federal	$	-		$	-
State		-			-
Total		-			-
Deferred:
Federal		(3256,~~894~~761	)		(732,~~854~~894	)
State		(611,~~725~~606	)		(16,~~606~~725	)
Change in valuation allowance		3968,~~619~~367			939,~~460~~619
Total		-			-
Provision for income taxes	$	-		$	-

18The Company’s effective tax rate differed from the United States Federal income tax rate for the following reasons:

CASTLE HOLDING CORP. AND SUBSIDIARIESNotes to Consolidated Financial StatementsYears Ended September 30, 2015 and 2014(Unaudited)

	Year Ended September 30,
	2016			2015

Computed Federal income tax at 34%	$	(94,707	)	$	(69,180	)
Computed state income tax, net of Federal tax effect		(11,950	)		(8,729	)
Non-deductible impairment of investment in Emergent Health Corporation common stock		38,290			34,461
Non-deductible issuance of 100,000 shares of Class B Preferred Stock in connection with the receipt of a $15,000 loan	-				3,829
Change in valuation allowance		68,367			39,619

Provision for income taxes	$	-		$	-

~~The~~F-12 ~~Company's~~Table ~~effective~~of ~~tax rate differed from the United States Federal income tax rate for the following reasons:~~ Contents

	Year Ended September 30,
	2015			2014
Computed Federal income tax at 34%	$	(69,180	)	$	(8,400	)
Computed state income tax, net of Federal tax effect		(8,729	)		(1,060	)
Non-deductible impairment of investment in Emergent Health Corporation common stock		34,461			-
Non-deductible issuance of 100,000 shares of Class B Preferred Stock in connection with the receipt of a $15,000 loan		3,829			-
Change in valuation allowance		39,619			9,460
Provision for income taxes	$	-		$	-

CASTLE HOLDING CORP. AND SUBSIDIARIES

~~Based~~Notes ~~on management's present assessment, the Company has not yet determined it~~ to beConsolidated ~~more~~Financial likely than not that a deferred tax asset of up to $480,694 attributable to the future utilization of $1,089,162 of prior year net operating loss carryforwards and $166,241 of capital loss carryforwards will be realized. Accordingly, the Company has maintained a 100% allowance against the deferred tax asset in the financial statements at September 30, 2015. The Company will continue to review this valuation allowance and make adjustments as appropriate. The net operating loss carryforwards expire as follows: $153,645 in year 2021, $694,345 in year 2022, $135,943 in year 2023, $66,021 in year 2024, and $39,208 in year 2025. The capital loss carryforward of $166,241 expires $49,175 in year 2018 and $117,066 in year 2020.Statements

Years Ended September 30, 2016 and 2015

(Unaudited)

Based on management's present assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset of up to $405,884 attributable to the future utilization of $1,142,747 of prior year net operating loss carryforwards and $51,030 of capital loss carryforwards will be realized. Accordingly, the Company has maintained a 100% allowance against the deferred tax asset in the financial statements at September 30, 2016. The Company will continue to review this valuation allowance and make adjustments as appropriate. The net operating loss carryforwards expire as follows: $180,132 in year 2021, $694,345 in year 2022, $135,943 in year 2023, $66,021 in year 2024, $39,208 in year 2025, and $27,098 in year 2036. The capital loss carryforward of $51,030 expires $49,175 in year 2018 and $1,855 in year 2021.

Current United States income tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited.

109. COMMITMENTS AND CONTINGENCIES

Since December 2005, the Company has been using space in Freeport New York provided by a public accounting firm owned by the Company'’s treasurer at no cost to the Company.

OnF-13 ~~July~~Table 2, 2015, a Lease Agreement was fully executed by J. M. Basile & Associates, Inc., Agent for Jamil Bami ("Lessor") and the Company (as Lessee). The lease provides for the Company to rent office space in King of ~~Prussia, Pennsylvania for a term of 1 year from September 2015 to August 2016 at a rent of $950 per month.~~Contents

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

For the years ended September 30, 2015 and 2014, Castle Holding Corp. has had no principal accountant. Accordingly, there has been no disagreements with accountants on accounting and financial disclosure.

ITEM 9A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is accumulated and communicated to our management, including our principal executive and financial officer, recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms relating to our company, particularly during the period when this report was being prepared.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the Company.

Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.

A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

~~Under~~8 ~~the~~Table ~~supervision and with the participation~~ of our principal executive officer and principal financial officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of September 30, 2015, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation under this framework, management concluded that our internal control over financial reporting was effective as of the evaluation date.Contents

Under the supervision and with the participation of our principal executive officer and principal financial officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of September 30, 2016, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation under this framework, management concluded that our internal control over financial reporting was effective as of the evaluation date.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter for our fiscal year ended September 30, ~~2015~~2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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

Director Name:	Age	Other offices held	Since
John V. Cappello	7475	Chief Executive Officer	2014
George R. Hebert	7172	President	1987
Michael T. Studer	6566	Secretary, Treasurer	1987

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
John V. Cappello	7475	Chief Executive Officer	2014
George R. Hebert	7172	President	1987
Michael T. Studer	6566	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:

John V. Cappello has been Chief Executive Officer and a director of Castle Holding Corp. since November 2014. He also has been Chief Executive Officer of Cappello'’s Inc., a private research and development company, since 2005. From April 2007 to August 2014, he was the Chief Executive Officer of Emergent Health Corporation, a publicly traded company engaged in the distribution of patented and patent pending consumer products.

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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.

(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.

ITEM 11. EXECUTIVE COMPENSATION

For the years ended September 30, ~~2015~~2016 and ~~2014~~2015, no cash or stock-based compensation has been paid to or accrued for any director or executive officer.

At September 30, ~~2015~~2016, there are no outstanding equity awards for any director or executive officer.

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

We have ~~100~~200,000,000 shares of authorized Common Stock, of which 4447,~~983~~003,510 shares are currently issued and 4446,~~394~~414,710 shares are currently outstanding. We also have 10,000,000 authorized shares of Preferred Stock, of which 522,250 Class A Convertible Preferred shares and 100,000 Class B Preferred shares are currently issued and outstanding.

The following table sets forth certain information as of October 2328, ~~2015~~2016 with respect to the beneficial ownership of our outstanding Common Stock by (i) any holder of more than five (5%) percent thereof; (ii) each of our officers and directors and (iii) directors and officers of the Company as a group.

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Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership (1)		Approximate Percent of Class
John V. Cappello (Chief Executive Officer and Director)(2)		~~23,000,000~~		~~51.8~~	%
10102 Valley Forge Circle
King of Prussia, PA 19406		23,000,000	49.6		%(5)
George R. Hebert (President and Director)		~~1,093,670~~		~~2.5~~	%
183 Gordon Place
Freeport, NY 11520		1,093,670		2.4	%
Michael T. Studer (Secretary, Treasurer, and a Director)		~~705,600~~		~~1.6~~	%
3 Carolyn Court
Amityville, NY 11701		705,600		1.5	%
Castle Holding Corp. Deferred Compensation		~~4,867,100~~		~~11.0~~	%
Plan FBO George R. Hebert (3)
111 West Sunrise Highway
Freeport, NY 11520		4,867,100		10.5	%
Castle Holding Corp. Deferred Compensation Plan FBO Michael T. Studer (3)		~~1,080,000~~		~~2.4~~	%
111 West Sunrise Highway
Freeport, NY 11520		1,080,000		2.3	%
Thomas Prendercast c/o Castle Holding Corp.		~~4,000,000~~		~~9.0~~	%
10102 Valley Forge Circle
King of Prussia, PA 19406		4,000,000		8.6	%
All Executive Officers and Directors as a Group (3 persons) (4)		30,746,370		6966.32	%

~~_____________~~___________

(1) Unless otherwise indicated below, the Company has been advised that each person named above is the record owner of and exercises the sole voting and investment power over the shares shown opposite his name. (2) Includes 7,000,000 shares owned by Cappello's Inc., a corporation controlled by John V. Cappello. (3) Includes 50% of 1,640,000 shares owned by Castle Advisors Limited Partnership 94-1 ("CALP"). Castle Holding Corp. Deferred Compensation Plan FBO George R. Hebert and Castle Holding Corp. Deferred Compensation Plan FBO Michael T. Studer each own a 50% limited partnership interest in CALP. Neither Mr. Hebert nor Mr. Studer exercises sole voting and investment power over the 1,640,000 shares owned by CALP. (4) Includes 4,867,100 shares relating to Castle Holding Corp. Deferred Compensation Plan FBO George R. Hebert and includes 1,080,000 shares relating to Castle Holding Corp. Deferred Compensation Plan FBO Michael T. Studer.

(1)	Unless otherwise indicated below, the Company has been advised that each person named above is the record owner of and exercises the sole voting and investment power over the shares shown opposite his name.

(2)	Includes 7,000,000 shares owned by Cappello’s Inc., a corporation controlled by John V. Cappello.

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(3)	Includes 50% of 1,640,000 shares owned by Castle Advisors Limited Partnership 94-1 (“CALP”). Castle Holding Corp. Deferred Compensation Plan FBO George R. Hebert and Castle Holding Corp. Deferred Compensation Plan FBO Michael T. Studer each own a 50% limited partnership interest in CALP. Neither Mr. Hebert nor Mr. Studer exercises sole voting and investment power over the 1,640,000 shares owned by CALP.

(4)	Includes 4,867,100 shares relating to Castle Holding Corp. Deferred Compensation Plan FBO George R. Hebert and includes 1,080,000 shares relating to Castle Holding Corp. Deferred Compensation Plan FBO Michael T. Studer.

(5)	Excludes 100,000 shares of Class B Preferred Stock owned by John V. Cappello. Each share of Class B Preferred Stock is entitled to 100 votes per share. Thus, Mr. Cappello has total voting power of 33,000,000 votes, or 58.5% of the total 56,414,710 votes eligible to vote at October 28, 2016.

On November 20, 2014, pursuant to a Stock Purchase Agreement involving a change in control of Castle Holding Corp. (~~"CHC"~~“CHOD”), ~~CHC~~CHOD issued a total of 7,000,000 restricted shares of ~~CHC~~CHOD common stock (valued at a total of $325,000) to Cappello'’s Inc. ("“Cappello'’s"”) in exchange for (1) Cappello'’s assignment of a License Agreement between Cappello'’s and Emergent Health Corporation ("“EMGE"”) dated August 26, 2014 to ~~CHC~~CHOD effective January 1, 2015 (2,000,000 shares valued at $30,000), (2) 2,000,000 restricted shares of EMGE common stock (2,000,000 shares valued at $250,000), and (3) $45,000 cash (3,000,000 shares valued at $45,000). Cappello'’s is controlled by the chief executive officer of ~~CHC~~CHOD.

Effective June 1, 2015, ~~CHC~~CHOD issued 100,000 shares of Class B Preferred Stock (valued at $10,000) to John V. Cappello, Chief Executive Officer of the Company, in connection with a $15,000 loan made to SAS Health and Beauty Corp., subsidiary of ~~CHC~~CHOD. Each share of Class B Preferred Stock is entitled to 100 votes per share but has no conversion, liquidation, or dividend rights.

We do not consider any of our directors as being independent under Item 407(a) of Regulation S-K.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

For the years ended September 30, ~~2015~~2016 and ~~2014~~2015, Castle Holding Corp. has had no principal accountant.

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PART IV

ITEM 15. EXHIBITS

The following exhibits are including with this filing:

3.1* Articles of Incorporation (Form S-18 Registration No. 33-8395-LA, effective November 14, 1986) 3.2* Amendment to Articles of Incorporation (Form S-18 Registration No. 33-37809-NY, effective February 11, 1991) 3.2* Amendment to Articles of Incorporation filed August 15, 2001 (September 30, 2001 Form 10-K filed January 15, 2002) 3.3* By-laws (Form S-18 Registration No. 33-8395-LA, effective November 14, 1986) 4.4* Specimen Stock Certificate (Form S-18 Registration No. 33-37809-NY, effective February 11, 1991) 10.1* Stock Purchase Agreement dated November 20, 2014 (Form 8-K filed November 26, 2014) 31.1 Sarbanes-Oxley Section 302 certification by John V. Cappello 31.2 Sarbanes-Oxley Section 302 certification by Michael T. Studer 32.1 Sarbanes-Oxley Section 906 certification by John V. Cappello 32.2 Sarbanes-Oxley Section 906 certification by Michael T. Studer 99.1* Complaint for Injunctive and Other Relief (dated September 14, 1994) – Securities and Exchange Commission, Plaintiff (Form 8-K dated September 13, 1994) 99.3* Distribution Agreement dated October 29, 2014 (Form 8-K filed October 30, 2014)____________

3.1*	Articles of Incorporation (Form S-18 Registration No. 33-8395-LA, effective November 14, 1986)

3.2*	Amendment to Articles of Incorporation (Form S-18 Registration No. 33-37809-NY, effective February 11, 1991)

3.2*	Amendment to Articles of Incorporation filed August 15, 2001 (September 30, 2001 Form 10-K filed January 15, 2002)

3.3*	By-laws (Form S-18 Registration No. 33-8395-LA, effective November 14, 1986)

4.4*	Specimen Stock Certificate (Form S-18 Registration No. 33-37809-NY, effective February 11, 1991)

10.1*	Stock Purchase Agreement dated November 20, 2014 (Form 8-K filed November 26, 2014)

31.1	Sarbanes-Oxley Section 302 certification by John V. Cappello

31.2	Sarbanes-Oxley Section 302 certification by Michael T. Studer

32.1	Sarbanes-Oxley Section 906 certification by John V. Cappello

32.2	Sarbanes-Oxley Section 906 certification by Michael T. Studer

99.1*	Complaint for Injunctive and Other Relief (dated September 14, 1994) – Securities and Exchange Commission, Plaintiff (Form 8-K dated September 13, 1994)

99.3*	Distribution Agreement dated October 29, 2014 (Form 8-K filed October 30, 2014)

_____________

* Previously filed and incorporated by reference.

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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 report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Castle Holding Corp.
	CASTLE HOLDING CORP.
Date: October 23, 2015	By:	/s/ John V. Cappello
Date: October 31, 2016	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.
	CASTLE HOLDING CORP.
Date: October 23, 2015	By:	/s/ Michael T. Studer
Date: October 31, 2016	By:	/s/ Michael T. Studer
		Michael T. Studer
		Secretary, Treasurer, Chief Financial Officer

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