EX-31.2 3 ex312to10q05558_06302006.htm sec document


                                                                    Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13A-14(A) UNDER THE
SECURITIES EXCHANGE ACT OF 1934

I Ronald J. Radcliffe, Chief Financial Officer, certify that:

         6.    I have reviewed this quarterly report on Form 10-Q of Empire Resorts,
Inc;

         7.    Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

         8.    Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

         9.    The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

               (a)  Designed such disclosure controls and procedures, or caused
    such disclosure controls and procedures to be designed under our
    supervision, to ensure that material information relating to the registrant,
    including its consolidated subsidiaries, is made known to us by others
    within those entities, particularly during the period in which this report
    is being prepared;

               (b)  Evaluated the effectiveness of the registrant's disclosure
    controls and procedures and presented in this report our conclusions about
    the effectiveness of the disclosure controls and procedures, as of the end
    of the period covered by this report based on such evaluation; and

               (c)  Disclosed in this report any change in the registrant's
    internal control over financial reporting that occurred during the
    registrant's most recent fiscal quarter that has materially affected, or is
    reasonably likely to materially affect, the registrant's internal control
    over financial reporting; and

         10.   The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

               (a)  All significant deficiencies and material weaknesses in the
    design or operation of internal control over financial reporting which are
    reasonably likely to adversely affect the registrant's ability to record,
    process, summarize and report financial information; and

               (b)  Any fraud, whether or not material, that involves
    management or other employees who have a significant role in the
    registrant's internal control over financial reporting.

                                            EMPIRE RESORTS, INC.

                                            /s/ Ronald J. Radcliffe
Dated:  August 10, 2006                     ------------------------------------
                                            Ronald J. Radcliffe
                                            Chief Financial Officer