U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A

                                (AMENDMENT NO. 1)

(Mark One)

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

       For the fiscal year ended December 31, 2002

/ /    TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
       ACT OF 1934

For the transition period from___________________ to __________________.

                         Commission file number: 1-12522

                              EMPIRE RESORTS, INC.
                (Name of registrant as specified in its charter)

          Delaware                                             13- 3714474
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

   Route 17B, Monticello, New York                                12701
(Address of principal executive offices)                        (Zip Code)


                            (845) 794-4100, ext. 478
                (Issuer's telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act:

Title of Each Class                    Name of Each Exchange on Which Registered
- -------------------                    -----------------------------------------
Common Stock, $ .01 par value          Nasdaq Small-Cap Market
                                       Boston Stock Exchange

Securities registered under Section 12(g) of the Exchange Act:  None

            Check whether the issuer (1) filed all reports  required to be filed
by  Section  13 or 15(d) of the  Exchange  Act during the past 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 /X/
No / /

            Check if there is no disclosure of delinquent  filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
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-KSB
or any amendment to this Form 10-KSB. /X/

            The  issuer  did not have any  revenue  for the  fiscal  year  ended
December 31, 2002.

            At August 29,  2003,  the  estimated  aggregate  market value of the
voting common equity held by non-affiliates was approximately $34,300,000.

            At August 29, 2003, 5,850,484 common shares were outstanding.






THE SECTION ENTITLED "LIQUIDITY AND CAPITAL RESOURCES" IN PART II, ITEM 6 OF THE
REGISTRANT'S  ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED  DECEMBER 31, 2002
THAT WAS FILED WITH THE SECURITIES AND EXCHANGE  COMMISSION ON FEBRUARY 19, 2003
IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS:

LIQUIDITY AND CAPITAL RESOURCES

            For the year ended  December 31, 2002, the Company had net cash used
in operating activities of $1,389,000. The uses were the result of a net loss of
$9,500,000  includes  gain on sale of  investment  and  management  contract  of
$3,277,000,  loss on  investments  of 6,934,000,  minority  interest of $18,000,
depreciation  and  amortization of $77,000,  stock  compensation to employees of
$44,000,  interest  amortized on loan  discount  $73,000,  and a net decrease in
working capital of $154,000.  The decrease in working capital consisted of a net
decrease in other current  assets of $207,000,  an increase in accounts  payable
and other accrued  expenses of $1,173,000 and an increase in payroll and related
liabilities of $215,000.

            Cash provided from investing  activities of $2,583,000  consisted of
3,277,000 of payments from the sale of investments  and management  contract and
$694,000 used in the purchase of property and equipment.

            Cash used by financing  activities of $1,040,000  was  substantially
attributable to $1,751,000 of payments to related party long-term debt, proceeds
from stock  options  amounted to $33,000 and proceeds from related party debt of
$678,000.

            As discussed in Note 2 to the audited financial statements, there is
substantial  doubt about the Company's  ability to continue as a going  concern.
The Company currently has no operations.  It has incurred an accumulated deficit
and  current  net  losses  of   approximately   $110,445,000   and   $9,500,000,
respectively,  and has a working capital deficit of approximately  $7,591,000 at
December  31,2002.  In March 2002, the Company sold its investment in GCP, along
with its related  supervisory  management  contract,  for an aggregate amount of
approximately  $3,277,000 in cash. In April 2002,  the Company used a portion of
the  proceeds  to pay  $1,250,000  of the loan  payable  to  Bryanston,  a major
stockholder.  The Company is seeking to restructure  Casino ventures to generate
working capital for the Company.  In addition,  the Company  anticipates issuing
equity securities to meet generate working capital.

            Although  the  Company  is  subject to  continuing  litigation,  the
ultimate  outcome of which cannot presently be determined,  management  believes
any additional  liabilities that may result from pending litigation in excess of
insurance  coverage will not be in an amount that will  materially  increase the
liabilities of the Company as presented in the attached  consolidated  financial
statements

            Over  the  next  12  months,   assuming   the   Company's   proposed
consolidation with Catskill Development is consummated, the Company will need to
raise  approximately  $20 million  from  investors.  If the Company is unable to
timely raise these  funds,  it will be unable to begin  building out  Monticello
Raceway's  facilities in order to install video lottery  terminals or be able to
begin development of a Native American casino on the land adjacent to Monticello
Raceway.  Rather, the Company's business would be restricted to the operation of
Monticello  Raceway,  a small regional  harness horse racing facility located in
Monticello,   New  York.  Should  the  proposed   consolidation   with  Catskill
Development  be  abandoned,  the  Company  will  not have  any  meaningful  cash
requirements,  as  it  has  no  independent  operations  at  this  time  and  no
operations, outside of the consolidation, are planned.

                                       2





                                   SIGNATURES

            Pursuant  to  the  requirements  of  Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934,  the Company has duly caused this report to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of Monticello, State of New York on the 3rd day of September, 2003.

                                        EMPIRE RESORTS, INC.

                                        By: /s/ Robert A. Berman
                                            ------------------------------------
                                            Robert A. Berman
                                            Chief Executive Officer


                                POWER OF ATTORNEY

            Know all men by these  presents,  that each person  whose  signature
appears  below hereby  constitutes  and  appoints  Robert A. Berman and Scott A.
Kaniewski  his true and lawful  attorney-in-fact  and agent,  with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all  capacities,  to sign any and all  amendments to this Form 10-KSB and to
file the  same,  with  exhibits  thereto,  and  other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every act and thing  requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person,  hereby ratifying and confirming
all that said  attorney-in-fact  and  agent or  either of them,  or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

            Pursuant to the requirements of the Securities Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Company and in the capacities and on the date indicated.


Signature                         Title                              Date
- ---------                         -----                              ----


/s/ David Matheson            Chairman of the Board of Directors     September 3, 2003
- ---------------------
David Matheson


/s/ Robert A. Berman          Chief Executive Officer and            September 3, 2003
- ---------------------         Director (Principal Executive
Robert A. Berman              Officer)


/s/ Scott A. Kaniewski        Chief Financial Officer                September 3, 2003
- ----------------------        (Principal Accounting
Scott A. Kaniewski            and Financial Officer)


/s/ Morad Tahbaz              President and Director                 September 3, 2003
- ----------------------
Morad Tahbaz


/s/ Paul deBary               Director                               September 3, 2003
- ----------------------
Paul deBary


/s/ John Sharpe               Director                               September 3, 2003
- ----------------------
John Sharpe


/s/ David P. Hanlon           Director                               September 3, 2003
- ----------------------
David P. Hanlon

                                       3






/s/ Arthur I. Sonnenblick     Director                               September 3, 2003
- -------------------------
Arthur I. Sonnenblick


/s/ Joseph E. Bernstein       Director                               September 3, 2003
- -------------------------
Joseph E. Bernstein


/s/ Ralph J. Bernstein        Director                               September 3, 2003
- -------------------------
Ralph J. Bernstein


/s/ Jay A. Holt               Director                               September 3, 2003
- -------------------------
Jay A. Holt

                                       4