S-3

   As filed with the Securities and Exchange Commission on September 10, 2007
                                                           Registration No. 333-
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                           --------------------------

                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------

                              EMPIRE RESORTS, INC.
                              --------------------
             (Exact Name of Registrant as Specified in Its Charter)

               Delaware                                   13-3714474
               --------                                   ----------
      (State or Other Jurisdiction of                  (I.R.S. Employer
      Incorporation or Organization)                Identification  Number)

                     701 N. Green Valley Parkway, Suite 200
                             Henderson, Nevada 89074
                                 (702) 990-3355
   (Address, Including Zip Code, and Telephone Number, Including Area Code, of
                    Registrant's Principal Executive Offices)

                               Ronald J. Radcliffe
                             Chief Financial Officer
                              Empire Resorts, Inc.
                     701 N. Green Valley Parkway, Suite 200
                             Henderson, Nevada 89074
                                 (702) 990-3355
 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                              of Agent For Service)

                       -----------------------------------
                                   Copies to:
                            Robert H. Friedman, Esq.
                 Olshan Grundman Frome Rosenzweig & Wolosky LLP
                                Park Avenue Tower
                               65 East 55th Street
                            New York, New York 10022
                                 (212) 451-2300
                    ----------------------------------------

      Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.

      If the only  securities  being  registered  on this form are being offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. / /

      If any of the securities  being  registered on this form are to be offered
on a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act
of 1933,  other than  securities  offered only in  connection  with  dividend or
interest reinvestment plans, please check the following box. /X/

      If this form is filed to register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. / /

      If this form is a  post-effective  amendment filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. / /

      If this Form is a registration  statement pursuant to General  Instruction
I.D. or a  post-effective  amendment  thereto that shall become  effective  upon
filing with the  Commission  pursuant to Rule 462(e) under the  Securities  Act,
check the following box. / /

      If this form is a  post-effective  amendment to a  registration  statement
filed  pursuant  to  General  Instruction  I.D.  filed  to  register  additional
securities or additional classes of securities pursuant to Rule 413(b) under the
Securities Act, check the following box. / /



                         CALCULATION OF REGISTRATION FEE

=====================================================================================
                                          Proposed      Proposed
                                          Maximum       Maximum
 Title of Each Class of   Amount to be    Offering     Aggregate       Amount of
    Securities to be       Registered    Price Per      Offering      Registration
       Registered           (1) (2)       Unit (3)     Price (3)        Fee (4)
- -------------------------------------------------------------------------------------
Common Stock, $0.01 par
value per share (5)            --            --            --              --
- -------------------------------------------------------------------------------------
Preferred Stock, $0.01
par value per share (5)        --            --            --              --
- -------------------------------------------------------------------------------------
Debt Securities (5)            --            --            --              --
- -------------------------------------------------------------------------------------
Subsidiary Guarantees
of Debt Securities
(5)(6)                         --            --            --              --
- -------------------------------------------------------------------------------------
Warrants (5)(7)                --            --            --              --
- -------------------------------------------------------------------------------------
Units (5)                      --            --            --              --
- -------------------------------------------------------------------------------------
TOTAL                     $100,000,000       --       $100,000,000       $3,070
- -------------------------------------------------------------------------------------

(1)   This amount  represents the principal amount of any debt securities issued
      at their principal  amount,  the issue price of any debt securities issued
      at an original issue discount, the issue price of any preferred stock, the
      issue  price of any  warrants  and the amount  computed  pursuant  to Rule
      457(o) for any common stock.

(2)   In the event of a stock split,  stock  dividend  and similar  transactions
      involving the  Registrant's  Common Stock,  $0.01 par value per share, the
      shares  registered  hereby shall  automatically  be increased or decreased
      pursuant to Rule 416 of the Securities Act of 1933, as amended.

(3)   Estimated solely for purposes of calculating the  registration  fee, which
      is calculated in accordance  with Rule 457(o) of the rules and regulations
      under the Securities Act of 1933, as amended (the  Securities  Act).  Rule
      457(o) permits the  registration  fee to be calculated on the basis of the
      maximum offering price of all of the securities listed and, therefore, the
      table does not  specify by each class  information  as to the amount to be
      registered,  the proposed  maximum offering price per unit or the proposed
      maximum aggregate offering price.

(4)   Calculated pursuant to Rule 457(o) under the Securities Act.

(5)   This  registration  statement  also  covers such  indeterminate  number of
      securities that may be issued upon exchange for, or upon conversion of, as
      the case may be, the securities registered hereunder.

(6)   Includes an  indeterminate  amount of  subsidiary  guarantees  of the debt
      securities  by the  additional  registrants  named  herein.  No additional
      consideration will be received for the subsidiary  guarantees,  if any, of
      the debt  securities.  Pursuant to Rule 457(n) under the Securities Act of
      1933, as amended,  no additional filing fee is required in connection with
      the subsidiary guarantees of the debt securities.



(7)   Warrants to purchase  common stock,  preferred stock or debt securities of
      the  Registrant  may be sold  separately or with common  stock,  preferred
      stock or debt securities of the Registrant.

      The Registrant hereby amends this  Registration  Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further  amendment  which  specifically  states  that  this  Registration
Statement shall  thereafter  become effective in accordance with Section 8(a) of
the  Securities  Act of 1933 or until the  Registration  Statement  shall become
effective  on such  date  as the  Securities  and  Exchange  Commission,  acting
pursuant to said Section 8(a), may determine.



                         TABLE OF ADDITIONAL REGISTRANTS

                              EMPIRE RESORTS, INC.

- ---------------------------------------------------------------------------------
 Exact Name of Registrant    Jurisdiction of Incorporation      IRS Employer
as Specified in Its Charter        or Organization          Identification Number
- ---------------------------------------------------------------------------------
  Alpha Monticello, Inc.             Delaware                 13-3901798
- ---------------------------------------------------------------------------------
Alpha Casino Management Inc.         Delaware                 06-1589406
- ---------------------------------------------------------------------------------
     Monticello Casino               New York                 06-1589408
      Management, LLC
- ---------------------------------------------------------------------------------
  Mohawk Management, LLC             New York                 13-3930544
- ---------------------------------------------------------------------------------
    Monticello Raceway               New York                 14-1786128
 Development Company, LLC
- ---------------------------------------------------------------------------------
    Monticello Raceway               New York                 14-1792148
     Management, Inc.
- ---------------------------------------------------------------------------------

      The address,  including zip code,  telephone  number and area code, of the
principal  executive offices of the additional  registrants listed above is: 701
N. Green Valley  Parkway,  Suite 200 Henderson,  Nevada 89074;  their  telephone
number at that address is (702) 990-3355.



The  information in this  prospectus is not complete and may be changed.  We may
not sell  these  securities  until the  registration  statement  filed  with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to  sell  these  securities  and it is not  soliciting  an  offer  to buy  these
securities in any state where the offer or sale is not permitted.

                 SUBJECT TO COMPLETION, DATED SEPTEMBER 10, 2007

                                   PROSPECTUS

                                  $100,000,000

                              EMPIRE RESORTS, INC.

                                  COMMON STOCK
                                 PREFERRED STOCK
                                 DEBT SECURITIES
                                    WARRANTS
                                      UNITS

  WE MAY OFFER TO THE PUBLIC SHARES OF OUR COMMON STOCK, PREFERRED STOCK, DEBT
   SECURITIES, WARRANTS AND UNITS FROM TIME TO TIME IN ONE OR MORE ISSUANCES.

      We may offer  and sell an  indeterminate  number  of shares of our  common
stock,  preferred stock,  debt securities,  warrants and units from time to time
under this  prospectus.  We may offer these  securities  separately or as units,
which  may  include  combinations  of the  securities.  We  will  describe  in a
prospectus supplement,  which must accompany this prospectus,  the securities we
are offering and selling, as well as the specific terms of the securities.

      We may  offer  these  securities  in  amounts,  at  prices  and  on  terms
determined at the time of offering.  We may sell the securities directly to you,
through agents we select,  or through  underwriters and dealers we select. If we
use agents,  underwriters or dealers to sell the  securities,  we will name them
and describe  their  compensation  in a prospectus  supplement.  For  additional
information  on the methods of sale,  you should  refer to the section  entitled
"Plan of Distribution" beginning on page 18.

      Our  principal  executive  offices are located at the 701 N. Green  Valley
Parkway,  Suite 200,  Henderson,  Nevada 89074.  Our  telephone  number is (702)
990-3355.

      Our common  stock is listed on the Nasdaq  Global  Market under the symbol
"NYNY." The last  reported  sale price for our common stock on September 7, 2007
was $4.90 per share.

- --------------------------------------------------------------------------------
 INVESTING IN OUR SECURITIES INVOLVES RISKS AND YOU SHOULD CAREFULLY CONSIDER
 THOSE RISK FACTORS INCLUDED IN A PROSPECTUS SUPPLEMENT AND OUR MOST RECENTLY
       FILED ANNUAL REPORT ON FORM 10-K. SEE "RISK FACTORS" ON PAGE 2.
- --------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS  IS TRUTHFUL OR  COMPLETE.  ANY  REPRESENTATION  TO THE CONTRARY IS A
CRIMINAL OFFENSE.
- ------------------------------------------------------------------------------

         This prospectus may not be used to offer or sell any securities
              unless it is accompanied by a prospectus supplement.

          The date of this prospectus is                       , 2007.



                                Table of Contents
                                -----------------

                                                                            Page
                                                                            ----

Prospectus Summary...........................................................1
Summary Of The Company.......................................................1
Risk Factors.................................................................2
Where You Can Find More Information.........................................16
Special Note Regarding Forward-Looking Statements...........................17
Incorporation by Reference..................................................17
Use of Proceeds.............................................................18
Plan of Distribution........................................................18
Description of Capital Stock................................................20
Description of Debt Securities..............................................26
Description of Warrants.....................................................35
Description of Units........................................................36
Ratio of Earnings to Fixed Charges and Preferred Stock Dividends............38
Disclosure of Commission Position on Indemnification for Securities
   Act Liabilities..........................................................38
Legal Matters...............................................................38
Experts.....................................................................39

      You should rely only on the  information  contained in this  prospectus or
any  accompanying  supplemental  prospectus  and  the  information  specifically
incorporated  by reference.  We have not  authorized  anyone to provide you with
different  information  or make any additional  representations.  This is not an
offer of these securities in any state or other  jurisdiction where the offer is
not  permitted.  You should  not assume  that the  information  contained  in or
incorporated by reference into this  prospectus or any prospectus  supplement is
accurate  as of any  date  other  than  the  date on the  front  of each of such
documents.


                                       ii


                               PROSPECTUS SUMMARY

      This summary  represents  a summary of all material  terms of the offering
and only highlights the more detailed information that appears elsewhere,  or is
incorporated by reference, in this prospectus.  This summary may not contain all
the  information  important  to  you as an  investor.  Accordingly,  you  should
carefully read this entire  prospectus  before deciding whether to invest in our
securities.

      This  prospectus  is part of a  registration  statement  we filed with the
Securities  and  Exchange  Commission.  You should rely only on the  information
provided  or  incorporated  by  reference  in  this  prospectus  or any  related
supplement.  We have not  authorized  anyone else to provide you with  different
information. The selling stockholders will not make an offer of these securities
in any state  where the offer is not  permitted.  You should not assume that the
information  in this  prospectus  or any  supplement is accurate as of any other
date than the date on the front of those documents.

      Unless the context  otherwise  requires,  all references to "we," "us," or
"our" in this prospectus refer collectively to Empire Resorts,  Inc., a Delaware
corporation, and its subsidiaries.

                             SUMMARY OF THE COMPANY

      We were  organized as a Delaware  corporation on March 19, 1993, and since
that time have served as a holding company for various  subsidiaries  engaged in
the hospitality and gaming industries.

      Through our subsidiaries, we currently:

      o  own and operate  Monticello  Raceway,  a harness  horseracing  facility
         located in Monticello,  New York, 90 miles  Northwest of New York City.
         At Monticello  Raceway,  we conduct  pari-mutuel  wagering  through the
         running of live harness horse races, import the simulcasting of harness
         and  thoroughbred  horse races from  racetracks  across the country and
         export the  simulcasting of our races to offsite  pari-mutuel  wagering
         facilities.

      o  operate in conjunction  with the New York State Lottery more than 1,500
         video gaming machines ("VGMs") at the grandstand of Monticello Raceway.

      o  have an  agreement  with the St.  Regis  Mohawk  Tribe to  develop  and
         manage, subject to regulatory approval, a Class III Indian casino on 29
         acres of land adjacent to Monticello Raceway.

      We plan to grow and  diversify  our business by marketing  our services to
gaming and hospitality clients, seeking consulting relationships with additional
gaming  clients  and  pursuing  acquisitions,  joint  ventures  or other  growth
opportunities.

      Our principal  executive office is located at 701 N. Green Valley Parkway,
Suite 200, Henderson, Nevada 89074. Our telephone number is (702) 990-3355.


                                       1


                                  RISK FACTORS

      An investment in our  securities  involves a high degree of risk. The risk
factors  listed below are those that we consider to be material to an investment
in our  securities  and those which,  if realized,  could have material  adverse
effects  on our  business,  financial  condition  or results  of  operations  as
specifically  discussed  below. If such an adverse event occurs,  you could lose
all or part of your investment.  Before you invest in our securities, you should
be aware of various risks, including those described below. You should carefully
consider these risk factors, together with all of the other information included
or  incorporated by reference in this  prospectus,  before you decide whether to
purchase  our   securities.   This   section   includes  or  refers  to  certain
forward-looking   statements.  You  should  refer  to  the  explanation  of  the
qualifications and limitations on such  forward-looking  statements discussed on
page 17.

RISKS RELATED TO OUR BUSINESS

      IF REVENUES AND OPERATING INCOME FROM OUR VGMS AT MONTICELLO  RACEWAY DO
NOT INCREASE OR IF WE ARE UNABLE TO DEVELOP A  SUCCESSFUL  INDIAN  CASINO,  IT
COULD ADVERSELY AFFECT OUR ABILITY TO SERVICE OUR OUTSTANDING DEBT.

      Our ability to service our senior secured convertible notes or loans under
our credit  facility  with Bank of Scotland  will depend upon the success of our
VGM facility,  our ability to  successfully  develop and manage an Indian casino
for the St. Regis Mohawk Tribe and our ability to attract sufficient attendance.

      There can be no assurance that VGMs will draw sufficiently large crowds to
Monticello  Raceway to increase local wagering to the point that we will realize
a profit.  The  operations  and placement of our VGMs,  including the layout and
distribution,  are under the  jurisdiction of the New York State Lottery and the
program  contemplates  that  a  significant  share  of  the  responsibility  for
marketing the program will be borne by the New York State Lottery.  The New York
State Lottery may make  decisions that we feel are not in our best interest and,
as a  consequence,  the  profitability  of our VGM  operations may not reach the
levels that we believe to be feasible or may be slower than expected in reaching
those levels.  Until  recently,  our VGM operations were losing money, as we are
only permitted to retain 32% of the first $50 million of our VGM revenue, 29% of
the next $100 million of our VGM revenue and 26% our VGM gross revenue in excess
of $150 million.  Moreover,  the legislation  authorizing the  implementation of
VGMs at Monticello  Raceway expires in 2013, prior to the stated maturity of our
senior  secured  notes,  and no  assurance  can be given  that  the  authorizing
legislation will be extended beyond this period.  Similarly,  the development of
our proposed Indian casino is subject to many regulatory,  competitive, economic
and business  risks beyond our  control,  and there can be no assurance  that it
will be  developed  in a timely  manner,  or at all.  Any failure in this regard
could  have a  material  adverse  impact on our  operations  and our  ability to
service our debt obligations.

      AS A  HOLDING  COMPANY,  WE  ARE  DEPENDENT  ON  THE  OPERATIONS  OF OUR
SUBSIDIARIES  TO PAY  DIVIDENDS  OR MAKE  DISTRIBUTIONS  IN ORDER TO  GENERATE
INTERNAL CASH FLOW.

      We  are  a  holding  company  with  no  revenue   generating   operations.
Consequently,  our ability to meet our working capital requirements,  to service
our debt  obligations  (including  under our senior secured notes or the Bank of


                                       2


Scotland credit facility), depends on the earnings and the distribution of funds
from our  subsidiaries.  There can be no assurance that these  subsidiaries will
generate enough revenue to make cash distributions in an amount necessary for us
to satisfy our working capital  requirements or our obligations under our senior
secured  notes or the Bank of  Scotland  credit  facility.  In  addition,  these
subsidiaries  may enter into  contracts  that limit or prohibit their ability to
pay dividends or make  distributions.  Should our  subsidiaries be unable to pay
dividends  or make  distributions,  our ability to meet our ongoing  obligations
would be  jeopardized.  Specifically,  without the payment of  dividends  or the
making of  distributions,  we would be unable to pay our  employees,  accounting
professionals  or  legal  professionals,  all of whom we rely on to  manage  our
operations, ensure regulatory compliance and sustain our public company status.

      CHANGES IN THE LAWS, REGULATIONS,  AND ORDINANCES (INCLUDING TRIBAL AND/OR
LOCAL  LAWS) TO WHICH THE GAMING  INDUSTRY IS SUBJECT,  AND THE  APPLICATION  OF
EXISTING  LAWS AND  REGULATIONS,  OR OUR  INABILITY OR THE  INABILITY OF OUR KEY
PERSONNEL,  SIGNIFICANT  STOCKHOLDERS,  OR JOINT  VENTURE  PARTNERS TO OBTAIN OR
RETAIN REQUIRED GAMING REGULATORY LICENSES,  COULD PREVENT THE COMPLETION OF OUR
CURRENT CASINO DEVELOPMENT PROJECTS, PREVENT US FROM PURSUING FUTURE DEVELOPMENT
PROJECTS,  FORCE US TO DIVEST THE HOLDINGS OF A STOCKHOLDER  FOUND UNSUITABLE BY
ANY FEDERAL,  STATE, REGIONAL OR TRIBAL GOVERNMENTAL BODY OR OTHERWISE ADVERSELY
IMPACT OUR RESULTS OF OPERATION.

      The ownership,  management and operation of gaming facilities are and will
be subject to extensive federal,  state,  provincial,  tribal and/or local laws,
regulations  and ordinances  that are  administered  by the relevant  regulatory
agency or agencies in each jurisdiction.  These laws, regulations and ordinances
vary  from   jurisdiction   to   jurisdiction,   but   generally   concern   the
responsibilities,  financial  stability and character of the owners and managers
of gaming  operations as well as persons  financially  interested or involved in
gaming  operations,  and often require such parties to obtain certain  licenses,
permits and approvals.  These laws,  regulations  and ordinances may also affect
the  operations  of our  gaming  facilities  or our  plans  in  pursuing  future
projects.

      Licenses  that we and our officers,  directors and principal  stockholders
are subject to generally expire after a relatively short period of time and thus
require  frequent  renewals and  reevaluations.  Obtaining these licenses in the
first  place,  and for  purposes  of  renewals,  normally  involves  receiving a
subjective determination of "suitability." A finding of unsuitability could lead
to a material loss of investment by either us or our  stockholders,  as it would
require  divestiture of one's direct or indirect  interest in a gaming  operator
that conducts business in the licensing jurisdiction making the determination of
unsuitability.  Consequently,  should we or any stockholder  ever be found to be
unsuitable  by the federal  government,  the State of New York or the St.  Regis
Mohawk  Tribe,  to own a direct or indirect  interest  in a company  with gaming
operations,  we or such  stockholder,  as the case may be,  could be  forced  to
liquidate all interests in that entity.  Should either we or such stockholder be
forced to liquidate these interests within a relatively short period of time, we
or such  stockholder  would  likely be forced to sell at a  discount,  causing a
material loss of investment value.

      During 2002,  certain  affiliates  of Bryanston  Group,  Inc.  ("Bryanston
Group"),  our former  largest  stockholder,  and six of our former  officers and
directors were indicted for various  counts of tax and bank fraud.  On September


                                       3


5, 2003, one of these former  directors  pleaded guilty to felony tax fraud, and
on  February  4, 2004,  four  additional  former  officers  and  directors  were
convicted of tax and bank fraud. None of the acts these individuals were charged
with or  convicted  of  relate  to  their  former  positions  with or  ownership
interests  in us and their  remaining  interests  do not  provide  them with any
significant control in the management of our company.  However,  there can be no
assurance  that none of the various  governmental  agencies  that now, or in the
future may,  regulate and license our gaming related  activities  will factor in
these  indictments  or criminal acts in  evaluating  our  suitability.  Should a
regulatory  agency fail to acknowledge that these indictments and convictions do
not bear on our  suitability,  we could lose our gaming licenses or be forced to
liquidate certain or all of our gaming interests.

      We received a letter from the New York State Racing and Wagering  Board on
January 16, 2006,  requesting  information  about our plans to divest  Bryanston
Group and its affiliates of their remaining interests in us. We have advised the
New York State  Racing and  Wagering  Board that  approximately  one-half of the
ownership of Bryanston  has been  forfeited to the United  States as a result of
the  convictions  referred  to above.  According  to the  terms of our  Series E
Preferred Stock, we have the option to redeem these shares at a price of $10 per
share plus all accrued and unpaid dividends. The cost of redeeming these shares,
as of December 31, 2006, was approximately  $22.9 million. We may not be able to
obtain sufficient  financing in amounts or on terms that are acceptable to us in
order to redeem all of these shares, should this be required.

      THE  GAMING  INDUSTRY  IN  THE  NORTHEASTERN  UNITED  STATES  IS  HIGHLY
COMPETITIVE,  WITH MANY OF OUR  COMPETITORS  BETTER KNOWN AND BETTER  FINANCED
THAN US.

      The  gaming  industry  in  the   northeastern   United  States  is  highly
competitive and increasingly run by multinational  corporations or Indian tribes
that enjoy widespread name recognition,  established  brand loyalty,  decades of
casino operation  experience and a diverse portfolio of gaming assets.  Atlantic
City, the second most popular gaming destination in the United States, with more
than 10 full service hotel casinos,  is  approximately a two hour drive from New
York City,  the highly  popular  Foxwoods  Resort and Casino and the Mohegan Sun
casino are each only two and a half hour  drives  from New York  City.  Harrah's
Entertainment,  Inc., a large gaming company, Trading Cove Associates, Inc., the
developers  of the  Mohegan  Sun  casino,  and the  Wisconsin  Oneidas  are each
planning  to develop  Indian  casinos  on  properties  that are near  Monticello
Raceway.  Additionally, on July 4, 2004, the State of Pennsylvania enacted a law
allowing  for the  operation  of up to 61,000  slot  machines  at 14  locations.
Pursuant to this new law, slot machine  facilities  could be developed within 30
miles of Monticello  Raceway that would compete directly with our VGMs. One such
development,  the  Mohegan  Sun at  Pocono  Downs,  opened  in  January  2007 in
Wilkes-Barre,  Pennsylvania,  approximately 75 miles southwest of Monticello. In
addition,  the Mount Airy Casino Resort is expected to open in early 2008 in Mt.
Pocono, Pennsylvania,  approximately 50 miles southwest of Monticello. Moreover,
a number of well financed Indian tribes and gaming  entrepreneurs  are presently
seeking to  develop  casinos  in New York and  Connecticut  in areas that are 90
miles from New York City, such as Bridgeport,  Connecticut and Southampton,  New
York. In addition,  we face  competition  for our VGMs from Yonkers  Raceway and
Aqueduct  Racetrack,  both of which are located closer to New York City than our
facility.  Yonkers  Raceway  re-opened  during  the  fourth  quarter of 2006 and
Aqueduct  Racetrack  may  open  as soon as  2008  with a new  VGM  facility.  In


                                       4


addition,  proposals have been made for the  implementation of a similar program
in New Jersey, which would include a facility at the Meadowlands  Racetrack.  In
contrast,  we have limited  financial  resources  and  currently  operate only a
harness  horse  racing  facility  and VGMs in  Monticello,  New  York,  which is
approximately  a one and a half hour drive from New York City.  No assurance can
be given  that we will be able to  compete  successfully  with  the  established
Atlantic City  casinos,  existing and proposed  regional  Indian  casinos,  slot
machine  facilities in Pennsylvania  or New Jersey,  competing VGM facilities at
Yonkers Raceway and Aqueduct  Racetrack or the casinos  proposed to be developed
by Harrah's Entertainment, Inc., Trading Cove Associates, Inc. and the Wisconsin
Oneidas in the Catskills region of the State of New York for gaming customers.

      BECAUSE  OF  THE  UNIQUE  STATUS  OF  INDIAN  TRIBES,   OUR  ABILITY  TO
SUCCESSFULLY  DEVELOP AND MANAGE OUR PROPOSED INDIAN CASINO WILL BE SUBJECT TO
UNIQUE RISKS.

      We have limited experience in managing or developing Indian casinos, which
presents unique challenges.  Indian tribes are sovereign nations and possess the
inherent power to adopt laws and regulate matters within their jurisdiction. For
example,  tribes are generally immune from suit and other legal processes unless
they waive such immunity. Gaming at a casino developed with the St. Regis Mohawk
Tribe will be operated on behalf of such tribe's government, and that government
is subject to changes in leadership or governmental policies,  varying political
interests,  and pressures from the tribe's individual members,  any of which may
conflict with our interests.  Thus, disputes between us and the St. Regis Mohawk
Tribe may arise.  With  respect  to  disputes  concerning  our  existing  gaming
facility  management  agreement  and  development  agreement  with the St. Regis
Mohawk  Tribe,  the St. Regis Mohawk  Tribe has waived its  sovereign  immunity,
although if for any reason that waiver should be ineffective, we might be unable
to enforce our rights under such  agreement.  Also, it is possible that we might
be  required  to seek  enforcement  of our  rights  in a court or other  dispute
resolution  forum of the St.  Regis  Mohawk  Tribe,  instead of state or federal
courts or arbitration.  As discussed below, until the gaming facility management
agreement has been approved by the National  Indian Gaming  Commission  ("NIGC")
and by the St. Regis Mohawk Tribe,  the operative  provisions of that  agreement
will not be valid or binding on the applicable tribe, and under relevant federal
court precedent, it is likely that some or all of our other agreements with such
tribe will also be inoperative until such gaming facility  management  agreement
has been approved by the NIGC.

      Indian   gaming  is  also  governed  by  unique  laws,   regulations   and
requirements  arising under the Indian Gaming Regulatory Act of 1988, as amended
("IGRA"),  any  applicable  Class III gaming  compact,  and  gaming  laws of the
applicable  Indian tribe,  and certain  federal  Indian law statutes or judicial
principles.  A number of examples exist where Indian tribes have been successful
in  obtaining   determinations  that  management-related   contracts  (including
development or consulting contracts) were void as a result of the application of
the unique provisions of these laws. For all of the foregoing and other reasons,
we may encounter difficulties in successfully  developing and managing an Indian
casino with the St. Regis Mohawk Tribe. Several companies with gaming experience
that have tried to become  involved  in the  management  and/or  development  of
Indian casinos have been  unsuccessful.  Due to our management's  limited Indian
gaming  experience,  no assurance can be given that we will be able to avoid the
pitfalls  that  have  befallen  other  companies  in their  efforts  to  develop
successful Indian gaming operations.


                                       5


      GAMING IS A HIGHLY REGULATED  INDUSTRY AND CHANGES IN THE LAW COULD HAVE
A MATERIAL  ADVERSE EFFECT ON US AND OUR ABILITY TO CONDUCT  GAMING,  AND THUS
ON OUR ABILITY TO MEET OUR DEBT SERVICE OBLIGATIONS.

      Indian casinos in New York are regulated extensively by federal, state and
tribal  regulatory  bodies,  including the NIGC and agencies of the State of New
York. As is the case with any casino, changes in applicable laws and regulations
could limit or materially  affect the types of gaming that may be conducted,  or
services provided, by our planned casino and the revenues realized from it.

      Currently, the operation of all gaming on Indian lands is subject to IGRA.
Over the past  several  years,  legislation  has been  introduced  in the United
States  Congress with the intent of  addressing a variety of perceived  problems
with IGRA.  Specifically,  legislation  has been  proposed  which would have the
effect of prohibiting  the operation of particular  classes of gaming on parcels
of land,  such as ours,  that are not located on existing  Indian  reservations.
While none of the substantive  proposed amendments to IGRA have been enacted, we
cannot  predict  future  legislative  acts.  In the event that  Congress  passes
prohibitory legislation,  and if such legislation is sustained in the courts, we
may be unable to move forward in  developing  our planned  Indian casino and our
ability to meet our debt service  obligations  would be materially and adversely
affected. In addition,  under federal law, gaming on Indian land is dependent on
the  permissibility  under  state law of  specific  forms of  gaming or  similar
activities.  If the  State  of New York  were to make  various  forms of  gaming
illegal or against public policy,  such action may have an adverse effect on our
ability to develop Indian gaming operations in the Catskills region of the State
of New York.

      A TRANSFER OF A PROPOSED  CASINO  SITE TO THE UNITED  STATES TO BE HELD IN
TRUST FOR THE BENEFIT OF THE ST.  REGIS  MOHAWK  TRIBE MIGHT NOT OCCUR OR MAY BE
DELAYED FOR A SUBSTANTIAL  PERIOD OF TIME, AND UNTIL SUCH A TRANSFER OCCURS,  IT
WILL NOT BE POSSIBLE  FOR THE ST.  REGIS MOHAWK TRIBE TO OPERATE A CASINO IN THE
CATSKILLS REGION OF THE STATE OF NEW YORK FOR US TO MANAGE.

      Under IGRA, the St. Regis Mohawk Tribe will be able to operate a casino in
the  Catskills  region of the State of New York only if the casino is located on
land held by the  United  States in trust for the tribe (or  subject  to similar
restrictions on transfer),  and only if such tribe exercises governmental powers
over the casino site. That same Act, however, generally prohibits Indian casinos
on land  transferred  into trust  after  October  17,  1988,  subject to certain
exceptions, one of which is being pursued by the St. Regis Mohawk Tribe, without
any assurance that it will be obtained.

      The exception  being pursued by the St. Regis Mohawk Tribe permits land to
be transferred after October 17, 1988, if, after consultation with the tribe and
applicable state, local and other nearby tribal officials,  the Secretary of the
Interior (who acts through the Bureau of Indian  Affairs (the "BIA")  determines
that a gaming  establishment  on the land proposed for transfer  would be in the
best interest of the tribe and its members,  and would not be detrimental to the
surrounding community,  and the governor of the applicable state concurs in such
determination.  To date, the instances are very limited where this exception has
been successful for  off-reservation  land,  particularly in circumstances where
the land to be  placed  in trust is  located  a  substantial  distance  from the


                                       6


ancestral lands or reservation of a tribe.  While the St. Regis Mohawk Tribe has
certain  ancestral  ties to the  Catskills  region of New York,  the region is a
substantial  distance from land  recognized to be a part of the St. Regis Mohawk
Tribe's current reservation.  Nevertheless, we were advised that on December 21,
2006 the St.  Regis  Mohawk  Tribe  received a letter from the  Secretary of the
Interior  stating  that  the  St.  Regis  Mohawk  Tribe's  Final   Environmental
Assessment had been deemed sufficient,  that an Environmental Impact Study would
not be required,  and that a finding of no significant  impact ("FONSI") related
to the proposed  federal  action  approving  the request of the St. Regis Mohawk
Tribe to take 29.31  acres into  trust for the  purpose of  building a Class III
gaming  facility to be located at Monticello  Raceway,  in accordance  with IGRA
(the  "Land-to-Trust  Transfer") had been issued. On February 19, 2007, New York
Governor Eliot Spitzer issued his  concurrence  with this  determination  by the
Secretary  of the  Interior  and  signed the  amendment  to the Class III gaming
compact  between  the St.  Regis  Mohawk  Tribe and the State of New York.  Such
amendment to the gaming compact  between the St. Regis Mohawk Tribe and New York
State effecting the Land-to-Trust  Transfer must be reviewed and approved by the
BIA and the BIA must take the  necessary  administrative  action  to effect  the
Land-to-Trust Transfer. No assurance can be given that the BIA will provide such
approval or take the necessary administrative action to effect the Land-to Trust
Transfer.

      IF OUR GAMING  FACILITY  MANAGEMENT  AGREEMENT  IS NOT  APPROVED  BY THE
NIGC,  WE WILL NOT BE ABLE TO EXECUTE OUR CURRENT  BUSINESS PLAN OF DEVELOPING
AND MANAGING AN INDIAN CASINO.

      Our  agreement  with the St.  Regis  Mohawk Tribe will not be effective to
allow us to commence the  development  or management of a gaming  facility until
our management  agreement is first approved by the NIGC, and that approval might
not be obtained or might be  obtained  only after we agree to modify  terms that
either reduce our revenues under the agreement or otherwise adversely affect us.

      No management  contract for tribally operated Class II or Class III gaming
is valid until  approved by the NIGC,  and under  current  case law in New York,
provisions of any agreement  collateral  to a management  contract,  such as our
development agreement,  are likewise not valid until the management agreement is
so  approved.  The NIGC has broad  discretion  to  approve  or  reject  proposed
management contracts,  and by law the NIGC can approve management fees exceeding
30% of related net gaming revenues only if the chairman of the NIGC is satisfied
that the capital investment  required,  and the income projections,  require the
additional fee. The St. Regis Mohawk Tribe has agreed to pay us a 30% management
fee, as well as other compensation under the development  agreement.  Our gaming
facility  management  agreement  with the St.  Regis Mohawk Tribe had been under
review with the NIGC for  approximately 3 1/2 years when, in 2000, the St. Regis
Mohawk Tribe  renounced  their  agreements with us and entered into an agreement
with Park Place Entertainment  Corporation (now Harrah's  Entertainment,  Inc.).
Consequently,  our  request  for  review  by the  NIGC  of the  gaming  facility
management agreement was subsequently  withdrawn.  On August 1, 2005, we entered
into a letter agreement with the St. Regis Mohawk Tribe pursuant to which, among
other items, both parties  re-affirmed their prior contracts.  In March 2006, we
re-submitted a gaming facility management agreement to the NIGC, which contained
revisions to address  certain  comments made by the NIGC in their prior reviews.
No  assurance  can be given  that the NIGC  will  approve  the  gaming  facility
management  agreement,  as  amended,  or  that  further  modifications  to  such
agreement  will  not be  required  prior  to the NIGC  granting  approval.  Such


                                       7


modifications could include a material reduction in the management fees or other
compensation we have negotiated with the St. Regis Mohawk Tribe. As amended, and
approved by the NIGC,  the gaming  facility  management  agreement  will require
formal  approval by the St. Regis Mohawk  Tribe  before such  agreement  becomes
effective.  We cannot guarantee that the St. Regis Mohawk Tribe will approve the
amended gaming  facility  management  agreement in order to obtain approval from
the NIGC.

      A CLASS III  GAMING  COMPACT  BETWEEN  THE STATE OF NEW YORK AND THE ST.
REGIS MOHAWK TRIBE MUST BE NEGOTIATED AND BECOME  EFFECTIVE  BEFORE SUCH TRIBE
CAN OPERATE A CASINO FOR US TO MANAGE.

      The St. Regis Mohawk Tribe can not lawfully  engage in Class III gaming in
the Catskills region of the State of New York unless such tribe and the Governor
for the State of New York enter into a Class III gaming  compact for such gaming
that is approved or deemed  approved by the Secretary of the Interior.  Although
courts have  invalidated  two other Class III gaming  compacts  between New York
tribes  and the  State  of New York due to lack of  legislative  authority,  the
governor has received requisite legislative  authorization to enter into a Class
III gaming  compact with the St. Regis Mohawk Tribe in the  Catskills  region of
the State of New York.  Such gaming  compacts will not be entered into until the
appropriate  land has been taken into trust by the United States for the benefit
of such tribe. On February 19, 2007, the St. Regis Mohawk Tribe and the State of
New York  entered  into an  amendment  to their  compact  for Class III  gaming,
pursuant to which,  among  other  things,  New York State  would  receive 20% of
slot-machine revenues for the first two years after the Tribe's Class III casino
to be located at Monticello  Raceway  opens,  23% for the next two years and 25%
thereafter.

      Pursuant to IGRA,  the compact  for Class III gaming  entered  into by the
State of New York and the St. Regis Mohawk Tribe does not become effective until
an approval of the compact by the  Secretary of the Interior has been  published
in the Federal Register.  Additionally,  the compact could become effective, but
only to the extent it is consistent with IGRA,  upon  publication of a notice in
the Federal  Register  that  forty-five  days have elapsed after the compact was
submitted for approval to the Secretary of the Interior and the Secretary of the
Interior neither approved nor disapproved the compact. No assurance can be given
that the Secretary of the Interior will approve the terms of any compact  agreed
to by the St. Regis Mohawk Tribe and the State of New York. In  particular,  the
existence of revenue sharing provisions in a compact by which a state receives a
share of tribal  gaming  revenues has provided a basis for the  Secretary of the
Interior to disapprove a compact. IGRA generally prohibits a state from imposing
a tax on tribes for the privilege of conducting  gaming in the state. The Seneca
Nation-State  of New York gaming  compact that governs the Seneca  Niagara Falls
Casino,  for example,  was neither approved nor disapproved  within the required
45-day period,  and therefore  became  effective upon publication of a notice in
the Federal Register. In the letter to the Seneca Nation and the governor of New
York, the Secretary of the Interior stated that the State of New York's right to
receive up to 25% of gross gaming  revenues was primarily  based on the State of
New York's  grant of an  extensive  area in which the Seneca  Nation  would have
broad exclusive gaming rights. If the Secretary of the Interior  disapproves any
agreed upon  compact,  the compact will not become  effective  and the St. Regis
Mohawk Tribe will not be able to conduct  gaming under its terms.  Since 2003, a
bill has been pending in Congress that would limit a state's right to share in a
tribe's  gaming  revenues  unless the state  provided  the tribe a  "substantial


                                       8


economic  benefit."  We  cannot  predict  if this or other  legislation  will be
enacted or, if enacted,  would  prevent a gaming  compact  between the St. Regis
Mohawk Tribe and the State of New York.

      WE MAY REQUIRE  ADDITIONAL  FINANCING  IN ORDER TO DEVELOP OUR  PROPOSED
INDIAN  CASINO  AND WE MAY BE UNABLE TO MEET OUR FUTURE  CAPITAL  REQUIREMENTS
AND EXECUTE OUR BUSINESS STRATEGY.

      Because we may not be able to continue to generate sufficient cash to fund
our  operations,  we may be forced to rely on external  financing to develop our
Indian casino project and to meet future capital and operating requirements. Any
projections  of future  cash  needs and cash flows are  subject  to  substantial
uncertainty. Our capital requirements depend upon several factors, including the
rate of market acceptance,  our ability to expand our customer base and increase
revenues,  our level of  expenditures  for  marketing  and sales,  purchases  of
equipment,  revenues  and  other  factors.  If  our  capital  requirements  vary
materially from those currently  planned,  we may require  additional  financing
sooner  than  anticipated.  We can  make no  assurance  that  financing  will be
available  in amounts  or on terms  acceptable  to us or within the  limitations
contained  in our  credit  facility  with  Bank  of  Scotland  or the  indenture
governing our senior secured  convertible notes, if at all. Further, if we issue
equity securities,  stockholders may experience  additional  dilution or the new
equity securities may have rights,  preferences or privileges senior to those of
existing holders of common stock, and debt financing, if available,  may involve
restrictive  covenants  which could restrict our  operations or finances.  If we
cannot raise funds, if needed, on acceptable terms, we may be required to delay,
scale back or eliminate some of our expansion and  development  goals related to
the casino  projects  and we may not be able to continue  our  operations,  grow
market share,  take advantage of future  opportunities or respond to competitive
pressures  or  unanticipated  requirements  which  could  negatively  impact our
business, operating results and financial condition.

      In addition, the construction of the Indian casino project may depend upon
the ability of the St. Regis Mohawk Tribe to obtain  financing  for the project.
In order to assist the St. Regis Mohawk Tribe to obtain any such financing,  we,
or one of our  subsidiaries,  may be required to guarantee  the St. Regis Mohawk
Tribe's debt  obligations.  Any guarantees by us or one of our  subsidiaries  or
similar  off-balance  sheet  liabilities,  if any,  will  increase our potential
exposure in the event of a default by the St.  Regis  Mohawk  Tribe.  Our credit
facility  and  indenture  would  not  currently  permit  us  to  guarantee  such
financing.

      OUR  MANAGEMENT   REVENUES  FROM  OUR  PROPOSED  INDIAN  CASINO  MAY  BE
ADVERSELY  AFFECTED BY MATTERS  ADVERSE TO THE ST. REGIS MOHAWK TRIBE THAT ARE
UNRELATED TO US.

      When constructed,  our proposed Indian casino site will be either owned by
the St.  Regis  Mohawk  Tribe,  or held by the  United  States  in trust for the
benefit of the St.  Regis  Mohawk  Tribe.  We and our  subsidiaries  will derive
revenues from the site based on our management and development contracts. If the
St. Regis Mohawk Tribe does not adequately  shield its gaming  operations at the
site from obligations arising from its other non-gaming operations,  and the St.
Regis  Mohawk  Tribe  suffers a material  adverse  event such as  insolvency,  a
default  or  civil  damages  in a matter  in  which  it did not  have  sovereign
immunity,  creditors could attempt to seize some or all of the personal property
or profits from the St. Regis Mohawk Tribe's gaming operations or move to have a


                                       9


receiver  or trustee  appointed.  Such a result  could lead to the  voidance  or
indirect modification by a court of our subsidiaries' management and development
contracts with the St. Regis Mohawk Tribe,  leading to a material adverse affect
on our  operations.  We may be  required  by lenders  who  finance the casino to
subordinate  all or part of our management  fees to the prior payment in full of
their financing.  In addition,  if creditors were to seize any or all of the St.
Regis  Mohawk  Tribe's  revenues  from  gaming  operations,   our  subsidiaries'
management and  development  agreements with the St. Regis Mohawk Tribe would be
rendered  worthless,  as the ability to conduct  casino  style  gambling on that
property may no longer be permissible.

      THE CONTINUING  DECLINE IN THE POPULARITY OF HORSE RACING AND INCREASING
COMPETITION IN SIMULCASTING  COULD ADVERSELY IMPACT THE BUSINESS OF MONTICELLO
RACEWAY.

      Since the  mid-1980s,  there has been a general  decline  in the number of
people  attending and wagering at live horse races at North American  racetracks
due to a number of factors,  including increased competition from other forms of
gaming,   unwillingness  of  customers  to  travel  a  significant  distance  to
racetracks and the increasing  availability of off-track wagering. The declining
attendance  at  live  horse  racing  events  has  prompted  racetracks  to  rely
increasingly  on revenues  from  inter-track,  off-track  and  account  wagering
markets. The industry-wide focus on inter-track,  off-track and account wagering
markets has  increased  competition  among  racetracks  for outlets to simulcast
their live races.  A  continued  decrease  in  attendance  at live events and in
on-track  wagering,  as  well  as  increased  competition  in  the  inter-track,
off-track and account wagering  markets,  could lead to a decrease in the amount
wagered at Monticello Raceway.  Our business plan anticipates the possibility of
Monticello Raceway attracting new customers to its racetrack wagering operations
through VGM operations and potential  casino  development in order to offset the
general  decline  in  raceway   attendance.   However,   even  if  the  numerous
arrangements, approvals and legislative changes necessary for casino development
occur,  Monticello  Raceway may not be able to maintain  profitable  operations.
Public tastes are unpredictable  and subject to change.  Any decline in interest
in horse racing or any change in public tastes may adversely  affect  Monticello
Raceway's  revenues  and,  therefore,  limit  its  ability  to  make a  positive
contribution to our results.

      WE  DEPEND ON OUR KEY  PERSONNEL  AND THE LOSS OF THEIR  SERVICES  WOULD
ADVERSELY AFFECT OUR OPERATIONS.

      If we are unable to maintain our key  personnel  and attract new employees
with high  levels of  expertise  in those  gaming  areas in which we  propose to
engage,  without  unreasonably  increasing our labor costs, the execution of our
business  strategy may be hindered and our growth  limited.  We believe that our
success  is  largely  dependent  on  the  continued  employment  of  our  senior
management and the hiring of strategic key personnel at reasonable costs. If any
of our current  senior  managers  were unable or unwilling to continue in his or
her  present  position,  or we were  unable to  attract a  sufficient  number of
qualified employees at reasonable rates, our business, results of operations and
financial condition will be materially adversely affected.

      SUBSTANTIAL  LEVERAGE AND DEBT SERVICE  OBLIGATIONS MAY ADVERSELY AFFECT
OUR CASH FLOW, FINANCIAL CONDITION AND RESULTS OF OPERATIONS.


                                       10


      As a result of the issuance of our senior  secured  notes in the principal
amount of $65 million,  our debt service  obligations  increased  substantially.
There is the  possibility  that we may be unable to generate cash  sufficient to
pay the  principal  or  interest  on and other  amounts  due in  respect  of our
indebtedness when due. We may also incur substantial additional  indebtedness in
the future. Our level of indebtedness will have several important effects on our
future operations, including, without limitation:

      o  a portion of our cash flow from  operations  will be  dedicated  to the
         payment  of  any  interest  or  principal   required  with  respect  to
         outstanding indebtedness;

      o  increases in our  outstanding  indebtedness  and leverage will increase
         our  vulnerability  to adverse changes in general economic and industry
         conditions, as well as to competitive pressure; and

      o  depending on the levels of our outstanding indebtedness, our ability to
         obtain additional financing for working capital,  general corporate and
         other purposes may be limited.

      Our ability to make payments of principal and interest on our indebtedness
depends  upon our future  performance,  which is  subject  to  general  economic
conditions,  industry cycles and financial, business and other factors affecting
our  operations,  many of which are beyond our control.  Our business  might not
continue to generate cash flow at or above current  levels.  If we are unable to
generate sufficient cash flow from operations in the future to service our debt,
we may be required, among other things:

      o  to seek additional financing in the debt or equity markets;

      o  to  refinance  or  restructure  all or a portion  of our  indebtedness,
         including our senior secured convertible notes; or

      o  to sell selected assets.

      Such  measures  might  not be  sufficient  to  enable  us to  service  our
indebtedness. In addition, any such financing, refinancing or sale of assets may
not be available on commercially reasonable terms, or at all.

      WE  MAY  NOT  HAVE  THE  ABILITY  TO  REPURCHASE   OUR  SENIOR   SECURED
CONVERTIBLE NOTES.

      Upon the  occurrence  of a change in control (as defined in the  indenture
governing  our  senior  secured  convertible  notes),  we would be  required  to
repurchase all of our outstanding  senior secured  convertible notes tendered to
us by the holders of such notes.  In addition,  we may be required to repurchase
our senior  secured  convertible  notes on July 31,  2009 if the  holders of the
notes  make a  request.  We  cannot  assure  you  that we will  have  sufficient
financial resources,  or will be able to arrange financing,  to pay the purchase
price for all of such notes tendered by the holders in connection  with any such
repurchase.  Any failure to repurchase the notes when required will result in an
event of default under the indenture.


                                       11


      In  addition,  the events that  constitute  a change in control  under the
indenture  may also be events of  default  under any credit  agreement  or other
agreement  governing future debt. These events may permit the lenders under such
credit   agreement  or  other  agreement  to  accelerate  the  debt  outstanding
thereunder and, if such debt is not paid, to enforce  security  interests in the
collateral  securing  such debt,  thereby  limiting our ability to raise cash to
purchase the notes, and reducing the practical  benefit of the offer to purchase
provisions to the holders of the notes.

      FUTURE SALES OF SHARES OF OUR COMMON  STOCK IN THE PUBLIC  MARKET OR THE
CONVERSION OF OUR SENIOR SECURED  CONVERTIBLE NOTES COULD ADVERSELY AFFECT THE
TRADING PRICE OF SHARES OF OUR COMMON STOCK,  THE VALUE OF OUR SENIOR  SECURED
CONVERTIBLE NOTES AND OUR ABILITY TO RAISE FUNDS IN NEW STOCK OFFERINGS.

      Future sales of  substantial  amounts of shares of our common stock in the
public  market,  the  conversion of our senior  secured  convertible  notes into
shares of our common stock,  or the perception that such sales or conversion are
likely to occur, could affect prevailing trading prices of our common stock and,
as a result, the value of our senior secured  convertible notes. As of September
7, 2007,  we had  29,582,182  shares of common  stock  outstanding.  Because our
senior secured convertible notes generally are initially convertible into shares
of our common stock only at a conversion  price in excess of the recent  trading
price,  a decline  in our common  stock  price may cause the value of our senior
secured  convertible notes to decline.  In addition,  due to this dilution,  the
existence  of  our  senior  secured  convertible  notes  may  encourage  trading
strategies  involving our senior secured  convertible notes and our common stock
including short selling by market participants,  a practice in which an investor
sells shares that he or she does not own at prevailing market prices,  hoping to
purchase shares later at a lower price to cover the sale.

      On January 12,  2004,  18,219,075  shares of our common  stock were issued
pursuant to our acquisition of Monticello Raceway Management,  Inc.,  Monticello
Casino Management,  LLC, Monticello Raceway Development  Company, LLC and Mohawk
Management,  LLC,  all  of  which  may  be  sold  to the  public  pursuant  to a
registration  statement  under  the  Securities  Act of 1933,  as  amended  (the
"Securities  Act").  We also  issued  4,050,000  shares of our  common  stock to
multiple  investors  in February  2004 in a private  placement.  On December 28,
2006,  we entered  into an amendment to that  certain  option  agreement,  dated
November  12,  2004,   between  our  company  and  Concord   Associates  Limited
Partnership  ("Concord")  pursuant  to which (i) Concord  exercised  options for
2,500,000  shares of our common stock for an  aggregate  cash  consideration  of
$18,750,000  which was paid on January 26, 2007 and (ii)  Concord  retained  the
right to exercise options for an additional 1,000,000 shares of our common stock
at $7.50 per share until December 27, 2007. At June 30, 2007, we had outstanding
options to purchase  an  aggregate  of  3,502,426  shares of common  stock at an
average  exercise  price of $6.21 per share and  250,000  warrants  at $7.50 per
warrant. If the holders of these shares,  options or warrants were to attempt to
sell a  substantial  amount of their  holdings at once,  the market price of our
common  stock  would  likely  decline.  Moreover,  the  perceived  risk  of this
potential  dilution could cause stockholders to attempt to sell their shares and
investors to engage in short selling of our stock. As each of these events would
cause the  number  of  shares of our  common  stock  being  offered  for sale to
increase,  the common stock's market price would likely further decline.  All of
these events could  combine to make it very  difficult  for us to sell equity or
equity-related  securities  in the  future  at a time  and  price  that  we deem
appropriate.


                                       12


      THE VALUE OF THE  CONVERSION  RIGHT  ASSOCIATED  WITH THE SENIOR SECURED
CONVERTIBLE NOTES MAY BE SUBSTANTIALLY  LESSENED OR ELIMINATED IF WE ARE PARTY
TO A MERGER, CONSOLIDATION OR OTHER SIMILAR TRANSACTION.

      If we are party to a  consolidation,  merger or binding share  exchange or
transfer or lease of all or  substantially  all of our assets  pursuant to which
shares  of our  common  stock  are  converted  into  cash,  securities  or other
property, at the effective time of the transaction,  the right to convert senior
secured convertible notes into shares of our common stock will be changed into a
right to convert the note into the kind and amount of cash,  securities or other
property  which the holder would have  received if the holder had  converted its
senior secured  convertible  notes  immediately  prior to the transaction.  This
change  could  substantially  lessen or  eliminate  the value of the  conversion
privilege  associated  with the notes in the  future.  For  example,  if we were
acquired in a cash merger,  each note would become  convertible solely into cash
and would no longer be  convertible  into  securities  whose  value  would  vary
depending on our future prospects and other factors.

      CERTAIN  PROVISIONS  OF OUR  CERTIFICATE  OF  INCORPORATION  AND  BYLAWS
DISCOURAGE  UNSOLICITED TAKEOVER PROPOSALS AND COULD PREVENT STOCKHOLDERS FROM
REALIZING A PREMIUM RETURN ON THEIR INVESTMENT IN OUR COMMON STOCK.

      Our board of  directors  is divided  into three  classes,  with each class
constituting  one-third of the total number of directors and the members of each
class serving staggered  three-year  terms. This  classification of the board of
directors makes it more difficult for our stockholders to change the composition
of the board of  directors  because  only a  minority  of the  directors  can be
elected at once. The  classification  provisions  could also  discourage a third
party from  accumulating  our stock or attempting to obtain  control of us, even
though this attempt might be  beneficial  to us and some, or a majority,  of our
stockholders. Accordingly, under certain circumstances our stockholders could be
deprived of opportunities to sell their shares of common stock at a higher price
than might otherwise be available.  In addition,  pursuant to our certificate of
incorporation,  our board of directors has the authority, without further action
by the stockholders,  to issue up to 3,225,045 shares of preferred stock on such
terms and with such rights,  preferences and  designations,  including,  without
limitation,  restricting  dividends on our common stock,  dilution of our common
stock's voting power and impairing the liquidation  rights of the holders of our
common  stock,  as the  board  of  directors  may  determine.  Issuance  of such
preferred stock,  depending upon its rights,  preferences and designations,  may
also have the effect of delaying, deterring or preventing a change in control.

      STOCKHOLDERS'  ABILITY TO INFLUENCE  CORPORATE  DECISIONS MAY BE LIMITED
BECAUSE OUR MAJOR STOCKHOLDERS OWN A LARGE PERCENTAGE OF OUR COMMON STOCK.

      Our significant  stockholders own a substantial portion of our outstanding
stock.  As a result of their  stock  ownership,  if these  stockholders  were to
choose to act  together,  they may be able to  effectively  control  all matters
submitted to our stockholders for approval,  including the election of directors
and approval of any merger, consolidation or sale of all or substantially all of
our  assets.  This  concentration  of voting  power  could  delay or  prevent an
acquisition  of our  company on terms that other  stockholders  may  desire.  In
addition,  as the  interests of our majority and minority  stockholders  may not
always  be the  same,  this  large  concentration  of  voting  power may lead to
stockholder votes that are inconsistent with other  stockholders' best interests
or the best interest of us as a whole.


                                       13


      THE  MARKET  PRICE OF OUR  COMMON  STOCK  IS  VOLATILE,  LEADING  TO THE
POSSIBILITY OF ITS VALUE BEING DEPRESSED AT A TIME WHEN OUR STOCKHOLDERS  WANT
TO SELL THEIR HOLDINGS.

      The market price of our common stock has in the past been,  and may in the
future  continue to be,  volatile.  For  instance,  between  January 1, 2004 and
September 7, 2007,  the closing bid price of our common stock has ranged between
$3.30 and $15.00.  A variety of events may cause the market  price of our common
stock to fluctuate significantly, including but not necessarily limited to:

      o  quarter to quarter variations in operating results;

      o  adverse news announcements; and

      o  market conditions for the gaming industry.

      In addition, the stock market in recent years has experienced  significant
price and volume  fluctuations for reasons  unrelated to operating  performance.
These market fluctuations may adversely affect the price of our common stock and
other  interests  in our  company at a time when our  stockholders  want to sell
their interest in us.

GENERAL BUSINESS RISKS

      TERRORISM AND THE UNCERTAINTY OF WAR MAY HARM OUR OPERATING RESULTS.

      The  terrorist  attacks  of  September  11,  2001  and  the  after-effects
(including  the  prospects  for more  terror  attacks in the  United  States and
abroad), combined with recent economic trends and the United States-led military
action in Iraq had a negative impact on various regions of the United States and
on a wide  range  of  industries,  including,  in  particular,  the  hospitality
industry. In particular, the terrorist attacks, as well as the United States war
on terrorism,  may have an unpredictable  effect on general economic  conditions
and may harm our future results of operations as they may engender  apprehension
in people who would otherwise be inclined to travel to destination  resort areas
like the  Catskills  region of the State of New York.  Moreover,  in the future,
fears of recession,  war and additional acts of terrorism may continue to impact
the United States economy and could negatively impact our business.

      WE ARE SUBJECT TO GREATER RISKS THAN A GEOGRAPHICALLY DIVERSE COMPANY.

      Our proposed  operations are primarily  limited to the Catskills region of
the State of New York. As a result, in addition to our susceptibility to adverse
global and domestic economic,  political and business  conditions,  any economic
downturn in the region could have a material  adverse effect on our  operations.
An economic  downturn would likely cause a decline in the  disposable  income of
consumers  in the  region,  which  could  result in a decrease  in the number of
patrons  at our  proposed  facilities,  the  frequency  of their  visits and the
average  amount that they would be willing to spend at the proposed  casino.  We
are  subject to greater  risks than more  geographically  diversified  gaming or
resort  operations and may continue to be subject to these risks upon completion
of our expansion projects, including:


                                       14


      o  a downturn in national, regional or local economic conditions;

      o  an increase in competition in New York State or the northeastern United
         States and Canada,  particularly  for day-trip  patrons residing in New
         York State,  including as a result of recent legislation permitting new
         Indian casinos and VGMs at certain  racetracks  and other  locations in
         New York, Connecticut and Pennsylvania;

      o  impeded access due to road  construction  or closures of primary access
         routes; and

      o  adverse  weather and natural and other  disasters  in the  northeastern
         United States and Canada.

      The  occurrence  of any one of the events  described  above  could cause a
material  disruption  in our business and make us unable to generate  sufficient
cash flow to make payments on our obligations.

      OUR  BUSINESS   COULD  BE  AFFECTED  BY   WEATHER-RELATED   FACTORS  AND
SEASONALITY.

      Our results of operations may be adversely affected by weather-related and
seasonal factors.  Severe winter weather conditions may deter or prevent patrons
from reaching our gaming facilities or undertaking day trips. In addition,  some
recreational  activities are curtailed  during the winter  months.  Although our
budget assumes these seasonal  fluctuations  in gaming revenues for our proposed
Indian  casino to ensure  adequate  cash flow during  expected  periods of lower
revenues,  we cannot ensure that  weather-related  and seasonal factors will not
have a material adverse effect on our operations.  Our limited operating history
makes it difficult to predict the future effects of seasonality on our business,
if any.

      WE ARE VULNERABLE TO NATURAL  DISASTERS AND OTHER DISRUPTIVE EVENTS THAT
COULD  SEVERELY  DISRUPT THE NORMAL  OPERATIONS  OF OUR BUSINESS AND ADVERSELY
AFFECT OUR EARNINGS.

      Currently,  the  majority of our  operations  are located at a facility in
Monticello,  New York and our proposed Indian casino will be located in the same
general geographic area. Although this area is not prone to earthquakes, floods,
tornados,  fires or other  natural  disasters,  the  occurrence  of any of these
events or any other cause of material  disruption in our operation  could have a
material  adverse  effect on our  business,  financial  condition  and operating
results. Moreover, although we do maintain insurance customary for our industry,
including a policy with a ten million dollar ($10,000,000) limit of coverage for
the perils of flood and earthquake,  we cannot ensure that this coverage will be
sufficient in the event of one of the disasters mentioned above.

      WE MAY BE SUBJECT TO  MATERIAL  ENVIRONMENTAL  LIABILITY  AS A RESULT OF
UNKNOWN ENVIRONMENTAL HAZARDS.

      We currently own 232 acres of land. As a  significant  landholder,  we are
subject to numerous  environmental laws.  Specifically,  under the Comprehensive
Environmental  Response,  Compensation  and Liability Act, a current or previous


                                       15


owner or operator of real  estate may be  required to  investigate  and clean up
hazardous  or toxic  substances  or  chemical  releases  on or  relating  to its
property and may be held liable to a governmental entity or to third parties for
property  damage,  personal  injury  and for  investigation  and  cleanup  costs
incurred  by such  parties  in  connection  with the  contamination.  Such  laws
typically impose cleanup  responsibility and liability without regard to whether
the  owner  knew of or  caused  the  presence  of  contaminants.  The  costs  of
investigation, remediation or removal of such substances may be substantial.

      POTENTIAL CHANGES IN THE REGULATORY ENVIRONMENT COULD HARM OUR BUSINESS.

      From time to time,  legislators and special  interest groups have proposed
legislation  that would  expand,  restrict or prevent  gaming  operations in the
jurisdictions  in which we operate or intend to operate.  For  example,  Senator
John  McCain of  Arizona,  the  former  chairman  of the Senate  Indian  Affairs
Committee,  announced  in 2006 that he is calling for hearings on all aspects of
Indian  gaming.  In  addition,  from time to time,  certain  anti-gaming  groups
propose  referenda  that, if adopted,  could force us to curtail  operations and
incur significant losses.

      WE ARE DEPENDENT ON THE STATE OF NEW YORK,  SULLIVAN COUNTY, THE TOWN OF
THOMPSON  AND THE VILLAGE OF  MONTICELLO  TO PROVIDE OUR  PROPOSED  FACILITIES
WITH CERTAIN NECESSARY SERVICES.

      Former New York State Governor  George Pataki  proposed  legislation  that
would result in up to five Indian casinos being developed in Sullivan County. It
is  uncertain  whether the local  governments  have the ability to support  this
level of economic development.  The demands placed upon the local governments by
these expansion efforts may be beyond the infrastructure capabilities that these
entities  are able to provide.  The  failure of the State of New York,  Sullivan
County,  the Town of Thompson or the Village of  Monticello  to provide  certain
necessary  services  such  as  water,  sanitation,   law  enforcement  and  fire
protection,  or to be able to support increased traffic demands for our proposed
facilities, would have a material adverse effect on our business.

                       WHERE YOU CAN FIND MORE INFORMATION

      We have filed a registration statement on Form S-3 with the Securities and
Exchange  Commission  for the sale of the  securities  being  offered under this
prospectus.  This  prospectus  does not contain all the information set forth in
the registration  statement.  You should refer to the registration statement and
its exhibits for  additional  information.  Whenever we make  references in this
prospectus  to  any  of  our  contracts,  agreements  or  other  documents,  the
references  are not  necessarily  complete  and you should refer to the exhibits
attached to the  registration  statement for the copies of the actual  contract,
agreement or other document.

      You should rely only on the  information and  representations  provided or
incorporated by reference in this prospectus or any related supplement.  We have
not  authorized  anyone  else to provide  you with  different  information.  The
selling  stockholder  will not make an offer to sell  these  shares in any state
where the offer is not permitted.  You should not assume that the information in
this prospectus or any supplement is accurate as of any date other than the date
on the front of each such document.


                                       16


      The  Securities  and Exchange  Commission  maintains  an Internet  site at
http://www.sec.gov,  which contains reports,  proxy and information  statements,
and other  information  regarding us. You may also read and copy any document we
file with the Securities and Exchange  Commission at its Public  Reference Room,
100 F Street,  N.E.,  Washington,  D.C.  20549.  Please call the  Securities and
Exchange  Commission at 1-800-SEC-0330 for further  information on the operation
of the Public Reference Room.

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

      This  prospectus  includes or  incorporates  by reference  forward-looking
statements  within the meaning of Section 27A of the  Securities Act and Section
21E of the Securities  Exchange Act of 1934, as amended.  In some cases, you can
identify  forward-looking  statements by words such as "may," "will,"  "should,"
"could,"  "expect,"  "plan,"  "anticipate,"   "believe,"  "estimate,"  "intend,"
"project," "seek," "predict," "potential" or "continue" or the negative of these
terms or other comparable  terminology.  These statements are only  predictions.
Actual events or results may differ materially.  In evaluating these statements,
you should specifically  consider various factors,  including the risks outlined
under "Risk Factors." Although we believe that the expectations reflected in the
forward-looking  statements are reasonable,  we cannot guarantee future results,
levels of activity,  performance or achievements. We are under no duty to update
any of the  forward-looking  statements  after  the date of this  prospectus  to
conform these statements to actual results.

                           INCORPORATION BY REFERENCE

      The  Securities  and  Exchange  Commission  allows us to  "incorporate  by
reference" the  information we file with them,  which means that we can disclose
important information to you by referring to those documents. The information we
incorporate  by  reference is  considered  to be a part of this  prospectus  and
information that we file later with the Securities and Exchange  Commission will
automatically  update and replace this information.  We incorporate by reference
the documents  listed below and any future  filings we make with the  Securities
and  Exchange  Commission  under  Sections  13(a),  13(c),  14 or  15(d)  of the
Securities  Exchange Act of 1934,  as amended prior to the  termination  of this
offering:

(1)   Our Annual  Report on Form 10-K for the fiscal  year  ended  December  31,
      2006;

(2)   Our Quarterly Report on Form 10-Q for the period ended June 30, 2007;

(3)   Our Quarterly Report on Form 10-Q for the period ended March 31, 2007;

(4)   The filed  portions of our Current  Report on Form 8-K filed on January 3,
      2007;

(5)   The filed portions of our Current Report on Form 8-K filed on February 20,
      2007;

(6)   The filed portions of our Current Report on Form 8-K filed on February 20,
      2007;

(7)   Our definitive Proxy Statement on Schedule 14A filed on April 24, 2007;

(8)   The filed  portions  of our  Current  Report on Form 8-K filed on June 22,
      2007;


                                       17


(9)   The  filed  portion  of our  Current  Report on Form 8-K filed on June 25,
      2007;

(10)  The filed  portion of our  Current  Report on Form 8-K filed on August 16,
      2007;

(11)  The filed  portion of our  Current  Report on Form 8-K filed on August 21,
      2007; and

(12)  The  description  of  our  common  stock  contained  in  our  registration
      statement  on Form  8-A12B,  as filed  with the  Securities  and  Exchange
      Commission on June 20, 2001  pursuant to Section  12(g) of the  Securities
      Exchange Act of 1934, as amended.

      You may request a copy of these  filings  (excluding  the exhibits to such
filings  which  we have  not  specifically  incorporated  by  reference  in such
filings) at no cost, by writing or telephoning us at:

                              Empire Resorts, Inc.
                          Attention: Investor Relations
                     701 N. Green Valley Parkway, Suite 200
                             Henderson, Nevada 89074
                                 (702) 990-3355

                                 USE OF PROCEEDS

      Except as otherwise provided in the applicable prospectus  supplement,  we
intend to use the net proceeds from the sale of the  securities  offered by this
prospectus for general corporate purposes, which may include:

      o  to continue pre-development activities for constructing a hotel, retail
         and entertainment facilities and other commercial facilities related to
         the St. Regis Mohawk Resort; and

      o  strategic acquisitions; and

      o  working capital and capital expenditures.

      Additional  information  on the  use of net  proceeds  from  the  sale  of
securities  offered  by  this  prospectus  may be set  forth  in the  prospectus
supplement relating to that offering.

                              PLAN OF DISTRIBUTION

      We may sell the securities to one or more underwriters for public offering
and sale by them and may also  sell the  securities  to  investors  directly  or
through agents.  We will name any underwriter or agent involved in the offer and
sale of securities in the applicable prospectus supplement. We have reserved the
right to sell or exchange  securities  directly to investors on our or their own
behalf in those jurisdictions where we are authorized to do so.

      We may  distribute  the  securities  from  time  to  time  in one or  more
transactions:

      o  at a fixed price or prices, which may be changed;


                                       18


      o  at market prices prevailing at the time of sale;

      o  at prices related to such prevailing market prices; or

      o  at negotiated prices.

      We may also, from time to time,  authorize dealers,  acting as our agents,
to offer and sell  securities  upon the terms  and  conditions  set forth in the
applicable prospectus supplement.  In connection with the sale of securities, we
or the purchasers of securities for whom the underwriters may act as agents, may
compensate underwriters in the form of underwriting discounts or commissions. If
underwriters or dealers are used in the sale, the securities will be acquired by
the underwriters or dealers for their own account and may be resold from time to
time in one or more  transactions,  at a fixed  price or  prices,  which  may be
changed,  or at market  prices  prevailing at the time of the sale, or at prices
related  to  such  prevailing  market  prices,  or  at  negotiated  prices.  The
securities may be offered to the public either through  underwriting  syndicates
represented by one or more managing  underwriters  or directly by one or more of
such  firms.  Unless  otherwise  set  forth in the  prospectus  supplement,  the
obligations of underwriters  or dealers to purchase the securities  offered will
be subject to certain conditions  precedent and the underwriters or dealers will
be obligated to purchase all the offered  securities if any are  purchased.  Any
public  offering price and any discounts or concessions  allowed or reallowed or
paid by  underwriters  or dealers to other  dealers may be changed  from time to
time.

      We will describe in the applicable  prospectus supplement any compensation
we pay to  underwriters or agents in connection with the offering of securities,
and any  discounts,  concessions  or  commissions  allowed  by  underwriters  to
participating  dealers.  Dealers and agents participating in the distribution of
securities may be deemed to be  underwriters,  and any discounts and commissions
received by them and any profit realized by them on resale of the securities may
be  deemed to be  underwriting  discounts  and  commissions.  We may enter  into
agreements to indemnify  underwriters,  dealers and agents against certain civil
liabilities,  including  liabilities  under the Securities Act, and to reimburse
these persons for certain expenses.

      To the extent that we make sales to or through one or more underwriters or
agents in  at-the-market  offerings,  we will do so  pursuant  to the terms of a
distribution  agreement  between us and the underwriters or agents. If we engage
in at-the-market sales pursuant to a distribution  agreement,  we will issue and
sell  shares of our  common  stock to or  through  one or more  underwriters  or
agents,  which may act on an agency  basis or on a principal  basis.  During the
term of any such  agreement,  we may sell  shares on a daily  basis in  exchange
transactions  or  otherwise  as we agree with the  underwriters  or agents.  The
distribution  agreement  will provide that any  securities  sold will be sold at
prices  related  to the then  prevailing  market  prices  for  such  securities.
Therefore,  exact figures regarding  proceeds that will be raised or commissions
to be paid  cannot  be  determined  at this  time  and  will be  described  in a
prospectus supplement.  Pursuant to the terms of the distribution  agreement, we
also may agree to sell,  and the  relevant  underwriters  or agents may agree to
solicit offers to purchase, blocks of our common stock or other securities.  The
terms of each such distribution  agreement will be set forth in more detail in a
prospectus  supplement to this prospectus.  In the event that any underwriter or
agent acts as principal, or broker-dealer acts as underwriter,  it may engage in
certain  transactions that stabilize,  maintain or otherwise affect the price of
our  securities.  We  will  describe  any  such  activities  in  the  prospectus
supplement relating to the transaction.


                                       19


      To facilitate the offering of securities, certain persons participating in
the offering may engage in transactions that stabilize,  maintain,  or otherwise
affect the price of the securities.  This may include  over-allotments  or short
sales of the securities,  which involve the sale by persons participating in the
offering of more securities than we sold to them. In these circumstances,  these
persons would cover such  over-allotments or short positions by making purchases
in the open market or by  exercising  their  over-allotment  option,  if any. In
addition, these persons may stabilize or maintain the price of the securities by
bidding for or purchasing  securities in the open market or by imposing  penalty
bids,  whereby  selling  concessions  allowed  to dealers  participating  in the
offering  may be  reclaimed  if  securities  sold by  them  are  repurchased  in
connection with stabilization transactions. The effect of these transactions may
be to stabilize or maintain the market price of the  securities at a level above
that which might otherwise prevail in the open market. These transactions may be
discontinued at any time.

      The securities may or may not be listed on a national securities exchange.

      Certain of the  underwriters,  dealers or agents and their  associates may
engage in transactions  with and perform  services for us in the ordinary course
of our business for which they receive compensation.

                          DESCRIPTION OF CAPITAL STOCK

GENERAL

      Our authorized capital stock consists of 75,000,000 shares of common stock
and  5,000,000  shares of preferred  stock,  of which  821,496  shares have been
designated  Series B Preferred Stock,  $.01 par value per share,  137,889 shares
have been designated Series C Preferred Stock,  $.01 par value per share,  4,000
shares have been designated  Series D Preferred Stock, $.01 par value per share,
and 1,730,697  shares have been designated  Series E Preferred  Stock,  $.01 par
value per share.

      The  following  description  of  our  capital  stock  is  based  upon  our
certificate  of  incorporation,  amended  and  restated  bylaws  and  applicable
provisions  of  law.  We  have   summarized   portions  of  our  certificate  of
incorporation  and  amended  and  restated  bylaws  below.  The  summary  is not
complete.  You should  read our  certificate  of  incorporation  and amended and
restated bylaws for the provisions that are important to you.

COMMON STOCK

      As of  September  7, 2007 there  were  29,582,182  shares of common  stock
outstanding which were held of record by approximately 236 shareholders.

      VOTING

      Each holder of common  stock is entitled to one vote for each share on all
matters to be voted upon by the holders of common stock.


                                       20


      DIVIDENDS

      Subject to  preferences  that may be  applicable  to any then  outstanding
preferred  stock,  holders of common stock are entitled to receive ratably those
dividends,  if any,  as may be  declared  from  time to  time  by our  board  of
directors out of legally available funds.

      LIQUIDATION

      In the event of our  liquidation,  dissolution  or winding up,  holders of
common  stock  will be  entitled  to share  ratably  in the net  assets  legally
available for distribution to stockholders after the payment of all of our debts
and other  liabilities and the satisfaction of any liquidation  preferences that
may be granted to the holders of any then outstanding shares of preferred stock.

      RIGHTS AND PREFERENCES

      The  common  stock has no  preemptive,  conversion  or other  subscription
rights, and there are no redemption or sinking fund provisions applicable to the
common stock.  The rights,  preferences  and privileges of the holders of common
stock are  subject  to,  and may be  adversely  affected  by,  the rights of the
holders of shares of any series of preferred  stock,  which we may designate and
issue in the future.

      Our common stock is admitted for trading on the Nasdaq Global Market under
the symbol "NYNY".

      The transfer agent and registrar for our common stock is Continental Stock
Transfer and Trust Company.

PREFERRED STOCK

      Our board of directors has the authority to issue  preferred  stock in one
or more  series  and to fix the voting  powers,  designations,  preferences  and
rights, and  qualifications,  limitations or restrictions  thereof, of each such
series without any further vote or action by the  stockholders.  The issuance of
preferred  stock with voting  rights  superior to the common  stock may have the
effect of delaying,  deferring  or  preventing a change in control in us without
further action by the stockholders and may adversely affect the voting and other
rights of the holders of common stock.

      SERIES B PREFERRED STOCK

      We are  authorized  to issue up to  821,496  shares of Series B  Preferred
Stock, of which 44,258 shares are issued and outstanding. Each share of Series B
Preferred Stock is convertible into .8 of a share of common stock and represents
the right to .8 of a vote on all  matters  to be voted  upon by the  holders  of
common stock.  The holders of Series B Preferred  Stock are entitled to receive,
out of assets legally available for payment,  a cash dividend of $2.90 per annum
per share of Series B Preferred  Stock.  This Series B dividend accrues from the
date of initial issuance and is payable on the first day of each January, April,
July and October.  If any dividend on any share shall for any reason not be paid
at the time such dividend becomes due, such dividend in arrears shall be paid as
soon as payments are  permissible  under  Delaware  law.  However,  any dividend


                                       21


payment which is not made on or before January 30 of the following calendar year
shall be payable in the form of shares of common  stock in such number of shares
as shall be  determined  by  dividing  (A) the  product of (x) the amount of the
unpaid  dividend and (y) 1.3 by (B) the fair market  value of the common  stock.
Finally, in the event of our liquidation, dissolution or winding up, the holders
of our  Series  B  Preferred  Stock  are  entitled  to  receive  a  preferential
distribution of $29 per share, plus all unpaid accrued dividends.

      SERIES C PREFERRED STOCK

      We are  authorized  to issue up to  137,889  shares of Series C  Preferred
Stock,  none of which  are  issued  and  outstanding.  Each  share  of  Series C
Preferred Stock is convertible into 24 shares of common stock and represents the
right to 24 votes on all  matters  to be voted  upon by the  holders  of  common
stock.  The holders of Series C Preferred Stock are entitled to receive,  out of
assets  legally  available  for payment,  a cash dividend of $5.76 per annum per
share of Series C Preferred Stock.  This Series C dividend accrues from the date
of initial issuance and is payable on the first day of each January, April, July
and  October.  If any  dividend on any share shall for any reason not be paid at
the time such  dividend  becomes due,  such dividend in arrears shall be paid as
soon as payments are  permissible  under  Delaware  law.  However,  any dividend
payment which is not made on or before January 30 of the following calendar year
shall be payable in the form of shares of common  stock in such number of shares
as shall be  determined  by  dividing  (A) the  product of (x) the amount of the
unpaid dividend and (y) 1.3 by (B) the fair market value of the common stock. In
the event of our  liquidation,  dissolution  or winding  up, the  holders of our
Series C Preferred Stock are entitled to receive a preferential  distribution of
$72 per share, plus all unpaid accrued  dividends.  Finally,  we may, within 120
days after the  occurrence  of a "capital  event,"  elect to redeem all or a pro
rata  portion of the  outstanding  Series C Preferred  Stock for the  redemption
price of $72 per share, plus all unpaid accrued dividends.  A "capital event" is
defined as a sale of our assets which results in at least a $5,000,000 excess of
the purchase price paid for the assets and our basis in such assets.

      SERIES D PREFERRED STOCK

      We are authorized to issue up to 4,000 shares of Series D Preferred Stock,
none of which are issued and  outstanding.  The Series D  Preferred  Stock has a
stated value of $1,000 per share and is convertible into an aggregate of 330,000
shares of common  stock at the lesser price of $6.00 per share or the average of
the two lowest  closing  prices of the common  stock  during the 30  consecutive
trading days immediately preceding the date of conversion.  Prior to conversion,
the holders of Series D Preferred  Stock are not  entitled to vote on any matter
except as required by Delaware  law. The holders of shares of Series D Preferred
Stock are  entitled to receive a dividend of $70 per annum per share of Series D
Preferred  Stock,  which shall  increase to $150 per annum per share of Series D
Preferred Stock upon the conversion of the outstanding  Series D Preferred Stock
into more than 330,000 shares of common stock. Dividends with respect to a share
of Series D  Preferred  Stock are  payable in arrears on the earlier to occur of
the conversion or redemption of such share of Series D Preferred  Stock.  At our
option,  Series D Preferred  Stock  dividends are payable in cash or, subject to
certain  limitations,  by delivery of that number of shares of common stock that
the amount of accrued  dividends  payable  would  entitle the Series D Preferred
Stock holder to acquire at a price per share of common stock equal to the lesser
of $6.00 and the average of the two lowest  closing  prices of the common  stock
during the preceding 30 days. In the event of our  liquidation,  dissolution  or


                                       22


winding up, the holders of our Series D Preferred  Stock are entitled to receive
a  preferential  distribution  of $1,000  per  share,  plus all  unpaid  accrued
dividends. On or after February 8, 2005, the holders of Series D Preferred Stock
can demand that their  Series D Preferred  Stock be redeemed  for that number of
shares of  common  stock  equal to the  product  of (a) the  number of shares of
Series D Preferred Stock surrendered and (b) a fraction,  the numerator of which
is the common stock's  current market price and the  denominator of which is the
lesser of $6.00 and the average of the two lowest  closing  prices of the common
stock during the preceding 30 days. The holders of Series D Preferred  Stock can
also  demand  that  their  shares be  redeemed  if we  default  in  effecting  a
conversion of shares of Series D Preferred Stock and such default  continues for
10 days,  or if we default in the payment of the stated value ($1,000 per share)
or of  dividends  when  due and  such  default  continues  for 10  days.  Upon a
redemption following such a default described in the prior sentence, we must pay
the holders of Series D Preferred Stock demanding  redemption,  in cash,  $1,250
per  share of  Series D  Preferred  Stock  plus all  accrued  unpaid  dividends.
Finally,  between the date we announce our  intention to  effectuate a change in
our control  until  three days prior to such  change in control,  the holders of
Series D  Preferred  Stock may demand  that their  Series D  Preferred  Stock be
redeemed  for 125% of the number of shares of common stock to which their Series
D Preferred Stock would otherwise be convertible.

      SERIES E PREFERRED STOCK

      We are  authorized  to issue up to 1,730,697  shares of Series E Preferred
Stock,  all of which  are  issued  and  outstanding.  These  shares  of Series E
Preferred Stock are not convertible into shares of common stock.  However,  each
share of common stock represents the right to .25 of a vote on all matters to be
voted upon by the  holders of common  stock.  The  holders of Series E Preferred
Stock are entitled to receive,  out of assets legally  available for payment,  a
cash  dividend  of $.80 per annum per share of Series E  Preferred  Stock.  This
Series E Preferred Stock dividend  accrues from the date of initial issuance and
is payable on the first to occur of the  redemption  of such  Series E Preferred
Stock  or our  liquidation,  dissolution  or  winding  up.  In the  event of our
liquidation,  dissolution  or winding  up, the holders of our Series E Preferred
Stock are entitled to receive a preferential distribution of $10 per share, plus
all unpaid accrued dividends. Finally, we, at our option, may redeem all or part
of the Series E Preferred Stock at any time for the redemption  price of $10 per
share, plus all accrued unpaid dividends, in cash or by delivery of a promissory
note payable over three years.

DELAWARE ANTI-TAKEOVER LAW AND PROVISIONS OF OUR CERTIFICATE OF INCORPORATION
AND BYLAWS

      DELAWARE ANTI-TAKEOVER LAW

      We are subject to Section 203 of the  Delaware  General  Corporation  Law.
Section 203 generally prohibits a public Delaware corporation from engaging in a
"business  combination"  with an "interested  stockholder" for a period of three
years after the date of the transaction in which the person became an interested
stockholder, unless:


                                       23


      o  prior to the date of the  transaction,  the board of  directors  of the
         corporation approved either the business combination or the transaction
         which resulted in the stockholder becoming an interested stockholder;

      o  the  interested  stockholder  owned at least 85% of the voting stock of
         the  corporation  outstanding  at the time the  transaction  commenced,
         excluding for purposes of determining the number of shares  outstanding
         (i) shares  owned by persons who are  directors  and also  officers and
         (ii)  shares   owned  by  employee   stock  plans  in  which   employee
         participants do not have the right to determine  confidentially whether
         shares  held  subject  to the plan  will be  tendered  in a  tender  or
         exchange offer; or

      o  on  or  subsequent  to  the  date  of  the  transaction,  the  business
         combination  is  approved by the board and  authorized  at an annual or
         special meeting of  stockholders,  and not by written  consent,  by the
         affirmative  vote of at least 66 2/3% of the  outstanding  voting stock
         which is not owned by the interested stockholder.

      SECTION 203 DEFINES A BUSINESS COMBINATION TO INCLUDE:

      o  any  merger  or   consolidation   involving  the  corporation  and  the
         interested stockholder;

      o  any  sale,  transfer,   pledge  or  other  disposition   involving  the
         interested stockholder of 10% or more of the assets of the corporation;

      o  subject to exceptions,  any transaction that results in the issuance or
         transfer  by the  corporation  of any stock of the  corporation  to the
         interested stockholder; or

      o  the receipt by the interested  stockholder of the benefit of any loans,
         advances,  guarantees,  pledges or other financial benefits provided by
         or through the corporation.

      In general, Section 203 defines an interested stockholder as any entity or
person  beneficially  owning 15% or more of the outstanding  voting stock of the
corporation  and any  entity or  person  affiliated  with,  or  controlling,  or
controlled  by,  the entity or person.  The term  "owner" is broadly  defined to
include any person that, individually,  with or through that person's affiliates
or associates, among other things, beneficially owns the stock, or has the right
to acquire the stock, whether or not the right is immediately exercisable, under
any  agreement or  understanding  or upon the exercise of warrants or options or
otherwise  or  has  the  right  to  vote  the  stock  under  any   agreement  or
understanding, or has an agreement or understanding with the beneficial owner of
the stock for the purpose of  acquiring,  holding,  voting or  disposing  of the
stock.

      The  restrictions  in Section 203 do not apply to  corporations  that have
elected, in the manner provided in Section 203, not to be subject to Section 203
of the Delaware General  Corporation Law or, with certain  exceptions,  which do
not have a class  of  voting  stock  that is  listed  on a  national  securities
exchange or  authorized  for  quotation  on the Nasdaq  Stock  Market or held of
record by more than 2,000  stockholders.  Our certificate of  incorporation  and
amended and restated bylaws do not opt out of Section 203.


                                       24


      Section 203 could delay or prohibit mergers or other takeover or change in
control attempts with respect to us and, accordingly, may discourage attempts to
acquire  us even  though  such a  transaction  may  offer our  stockholders  the
opportunity to sell their stock at a price above the prevailing market price.

      CERTIFICATE OF INCORPORATION AND BYLAWS

      Provisions of our  certificate of  incorporation  and amended and restated
bylaws may delay or  discourage  transactions  involving  an actual or potential
change in our control or change in our  management,  including  transactions  in
which  stockholders  might  otherwise  receive a premium  for their  shares,  or
transactions  that our  stockholders  might  otherwise  deem to be in their best
interests.  Therefore,  these provisions could adversely affect the price of our
common stock.  Among other things,  our certificate of incorporation and amended
and restated bylaws:

      o  permit our board of  directors to issue up to an  additional  3,225,045
         shares of preferred stock,  without further action by the stockholders,
         with any rights,  preferences  and  privileges  as they may  designate,
         including  the  right to  approve  an  acquisition  or other  change in
         control;

      o  provide that the authorized  number of directors may be changed only by
         resolution of the board of directors;

      o  provide that all vacancies, including newly created directorships, may,
         except as otherwise  required by law, be filled by the affirmative vote
         of a majority of directors then in office, even if less than a quorum;

      o  divide  our board of  directors  into  three  classes,  with each class
         serving staggered three-year terms;

      o  requires the approval by the holders of at least 80% of our outstanding
         common stock to modify the staggered nature of our board of directors;

      o  do not provide for  cumulative  voting rights  (therefore  allowing the
         holders of a majority of the shares of common stock entitled to vote in
         any election of directors  to elect all of the  directors  standing for
         election, if they should so choose); and

      o  provide that special meetings of our stockholders may be called only by
         the chairman of the board or by the board of directors.

LIMITATION OF LIABILITY; INDEMNIFICATION

      Our certificate of  incorporation  contains certain  provisions  permitted
under the Delaware  General  Corporation  Law  relating to the  liability of our
directors.  These  provisions  eliminate a  director's  personal  liability  for
monetary  damages  resulting from a breach of fiduciary duty,  except in certain
circumstances involving wrongful acts, including:

      o  for  any  breach  of  the  director's  duty  of  loyalty  to us or  our
         stockholders;


                                       25


      o  for acts or omissions  not in good faith or which  involve  intentional
         misconduct or a knowing violation of law;

      o  any  unlawful  payments of  dividends  or unlawful  stock  repurchases,
         redemptions  or other  distributions  as provided in Section 174 of the
         Delaware General Corporation Law; or

      o  for any  transaction  from  which  the  director  derives  an  improper
         personal benefit.

      These  provisions  do not limit or  eliminate  our  rights or those of any
stockholder to seek non-monetary relief, such as an injunction or rescission, in
the event of a breach of a director's  fiduciary duty. These provisions will not
alter a director's  liability  under federal  securities  laws.  Our amended and
restated bylaws also contain provisions  indemnifying our directors and officers
to the fullest  extent  permitted by the Delaware  General  Corporation  Law. We
believe that these  provisions  are  necessary  to attract and retain  qualified
individuals to serve as directors and officers.

                         DESCRIPTION OF DEBT SECURITIES

      If we  issue  any  debt  securities  offered  by this  prospectus  and any
accompanying  prospectus  supplement we will issue them under an indenture to be
entered into by us and a trustee to be identified in the  applicable  prospectus
supplement,  as trustee.  The terms of the debt  securities  will include  those
stated in the indenture and those made part of the indenture by reference to the
Trust Indenture Act of 1939, as in effect on the date of the indenture.  We have
filed a copy of the proposed form of indenture as an exhibit to the registration
statement in which this  prospectus is included.  Each indenture will be subject
to and governed by the terms of the Trust Indenture Act of 1939.

      We may offer under this prospectus up to $100 million aggregate  principal
amount of debt securities; or if debt securities are issued at a discount, or in
a foreign currency,  foreign currency units or composite currency, the principal
amount  as may be  sold  for an  initial  public  offering  price  of up to $100
million.

      Unless otherwise specified in the applicable  prospectus  supplement,  the
debt securities will represent  direct,  unsecured  obligations of ours and will
rank equally with all of our other unsecured indebtedness.

      The following statements relating to the debt securities and the indenture
are  summaries  and do not  purport  to be  complete,  and are  subject in their
entirety to the detailed provisions of the indenture.

      GENERAL

      We may issue the debt  securities  in one or more  series with the same or
various maturities, at par, at a premium, or at a discount. We will describe the
particular  terms of each series of debt  securities in a prospectus  supplement
relating to that  series,  which we will file with the  Securities  and Exchange
Commission.  To review the terms of a series of debt securities,  you must refer
to  both  the  prospectus  supplement  for  the  particular  series  and  to the
description of debt securities in this prospectus.


                                       26


      The prospectus  supplement  will set forth the following terms of the debt
securities in respect of which this prospectus is delivered:

      (1) the title;

      (2) the aggregate principal amount;

      (3) the issue price or prices  (expressed as a percentage of the aggregate
principal amount thereof);

      (4) any limit on the aggregate principal amount;

      (5) the date or dates on which principal is payable;

      (6) the interest  rate or rates  (which may be fixed or  variable)  or, if
applicable, the method used to determine the rate or rates;

      (7) the date or dates from which the interest, if any, will be payable and
any regular record date for the interest payable;

      (8) the place or places where  principal and, if  applicable,  premium and
interest, is payable;

      (9) the terms and conditions upon which we may, or the holders may require
us to, redeem or repurchase the debt securities;

      (10) the  denominations  in which the debt securities may be issuable,  if
other than denominations of $1,000 or any integral multiple thereof;

      (11)  whether  the  debt  securities  are to be  issuable  in the  form of
certificated  debt securities (as described below) or global debt securities (as
described below);

      (12) the portion of principal amount that will be payable upon declaration
of acceleration  of the maturity date if other than the principal  amount of the
debt securities;

      (13) the currency of denomination;

      (14) the  designation  of the currency,  currencies  or currency  units in
which payment of principal  and, if  applicable,  premium and interest,  will be
made;

      (15) if payments of principal and, if applicable,  premium or interest, on
the debt  securities are to be made in one or more  currencies or currency units
other than the currency of  denomination,  the manner in which the exchange rate
with respect to these payments will be determined;


                                       27


      (16) if amounts of principal and, if applicable,  premium and interest may
be  determined  (a) by reference  to an index based on a currency or  currencies
other than the currency of  denomination or designation or (b) by reference to a
commodity,  commodity index,  stock exchange index or financial index,  then the
manner in which these amounts will be determined;

      (17) the  provisions,  if any,  relating to any security  provided for the
debt securities;

      (18) any addition to or change in the  covenants  and/or the  acceleration
provisions described in this prospectus or in the indenture;

      (19) any  events of  default,  if not  otherwise  described,  begin  under
"Events of Default";

      (20) the terms and conditions  for conversion  into or exchange for shares
of common stock or preferred stock;

      (21) any other  terms,  which may  modify or delete any  provision  of the
indenture insofar as it applies to that series;

      (22) any  depositaries,  interest rate calculation  agents,  exchange rate
calculation agents or other agents; and

      (23) the terms and  conditions,  if any,  upon  which the debt  securities
shall be subordinated in right of payment to other indebtedness of ours.

      We may issue discount debt securities that provide for an amount less than
the stated  principal  amount to be due and  payable  upon  acceleration  of the
maturity of the debt securities in accordance to the terms of the indenture.  We
may also issue debt  securities in bearer form, with or without  coupons.  If we
issue  discount  securities or debt  securities in bearer form, we will describe
United States federal income tax considerations and other special considerations
that apply to the debt securities in the applicable prospectus supplement.

      We may  issue  debt  securities  denominated  in or  payable  in a foreign
currency or currencies or a foreign currency unit or units. If we do so, we will
describe the restrictions, elections, general tax considerations, specific terms
and other  information  with  respect  to the issue of debt  securities  and the
foreign  currency  or  currencies  or  foreign  currency  unit or  units  in the
applicable prospectus supplement.

      EXCHANGE AND/OR CONVERSION RIGHTS

      If we issue debt  securities  that may be exchanged for or converted  into
shares  of  common  stock or  preferred  stock,  we will  describe  the terms of
exchange  or  conversion  in the  prospectus  supplement  relating to those debt
securities.

      TRANSFER AND EXCHANGE

      We may issue debt securities that will be represented by either:


                                       28


      (1)  "book-entry  securities,"  which means that there will be one or more
global  securities  registered in the name of The Depository  Trust Company,  as
depository, or a nominee of the depository; or

      (2) "certificated  securities,"  which means that they will be represented
by a certificate issued in definitive registered form.

      We will specify in the  prospectus  supplement  applicable to a particular
offering whether the debt securities  offered will be book-entry or certificated
securities.

      NO PROTECTION IN THE EVENT OF CHANGE IN CONTROL

      The indenture  does not have any covenants or other  provisions  providing
for a put or increased  interest or otherwise  that would afford holders of debt
securities additional protection in the event of a recapitalization transaction,
or if we undergo a change in control or a highly  leveraged  transaction.  If we
offer  any  covenants  of this  type or  provisions  with  respect  to any  debt
securities in the future,  we will describe  them in the  applicable  prospectus
supplement.

      COVENANTS

      Unless otherwise indicated in this prospectus or a prospectus  supplement,
the debt  securities  will not have the benefit of any  covenants  that limit or
restrict  our  business  or  operations,  the  pledging  of  our  assets  or the
incurrence by us of indebtedness.  We will describe in the applicable prospectus
supplement any material covenants of a series of debt securities.

      CONSOLIDATION, MERGER AND SALE OF ASSETS

      We have agreed in the indenture that we will not consolidate with or merge
into any other  person or convey,  transfer,  sell or lease our  properties  and
assets substantially as an entirety to any person, unless:

      (1) the person  formed by the  consolidation  or into or with which we are
merged  or  the  person  to  which  our  properties  and  assets  are  conveyed,
transferred,  sold or leased, is a corporation  organized and existing under the
laws of the United States, any State thereof or the District of Columbia and, if
we are not the surviving person,  the surviving person has expressly assumed all
of our obligations,  including the payment of the principal of and, premium,  if
any,  and  interest  on the debt  securities  and the  performance  of the other
covenants under the indenture; and

      (2)  immediately  after  giving  effect  to the  transaction,  no event of
default, and no event which, after notice or lapse of time or both, would become
an event of default, has occurred and is continuing under the indenture.

      EVENTS OF DEFAULT

      Unless otherwise specified in the applicable  prospectus  supplement,  the
following  events will be events of default under the indenture  with respect to
debt securities of any series:


                                       29


      (1) we fail to pay any principal  of, or premium,  if any, when it becomes
due;

      (2) we fail to pay any interest within 30 days after it becomes due;

      (3) we  fail  to  observe  or  perform  any  other  covenant  in the  debt
securities or the indenture for 45 days after written notice from the trustee or
the  holders  of  not  less  than  25%  in  aggregate  principal  amount  of the
outstanding debt securities of that series;

      (4)  we  are  in  default  under  one  or  more  agreements,  instruments,
mortgages,  bonds,  debentures or other evidences of indebtedness under which we
or any  significant  subsidiaries  then has more than $10 million in outstanding
indebtedness, individually or in the aggregate, and either (a) such indebtedness
is already due and payable in full or (b) such default or defaults have resulted
in the acceleration of the maturity of such indebtedness;

      (5) any final  judgment or  judgments  which can no longer be appealed for
the  payment of more than $10  million in money (not  covered by  insurance)  is
rendered  against  us or any of our  significant  subsidiaries  and has not been
discharged  for  any  period  of 60  consecutive  days  during  which  a stay of
enforcement is not in effect; and

      (6)  certain  events  occur,  including  if we or any  of our  significant
subsidiaries are involved in a bankruptcy, insolvency or reorganization.

      The trustee may withhold  notice to the holders of the debt  securities of
any series of any default, except in payment of principal or premium, if any, or
interest on the debt securities of that series,  if the trustee  considers it to
be in the best interest of the holders of the debt  securities of that series to
do so.

      If an event of  default  (other  than an event of default  resulting  from
certain  events of  bankruptcy,  insolvency or  reorganization)  occurs,  and is
continuing,  then the trustee or the  holders of not less than 25% in  aggregate
principal amount of the outstanding debt securities of any series may accelerate
the maturity of the debt securities.

      If this happens,  the entire  principal amount of all the outstanding debt
securities of that series plus accrued interest to the date of acceleration will
be immediately due and payable. At any time after an acceleration,  but before a
judgment or decree based on the  acceleration  is obtained by the  trustee,  the
holders  of a  majority  in  aggregate  principal  amount  of  outstanding  debt
securities  of that  series may rescind  and annul the  acceleration  if (1) all
events of default (other than  nonpayment of accelerated  principal,  premium or
interest)  have been cured or  waived,  (2) all  overdue  interest  and  overdue
principal  has been  paid and (3) the  rescission  would not  conflict  with any
judgment or decree.

      If an event of  default  resulting  from  certain  events  of  bankruptcy,
insolvency or reorganization occurs, the principal,  premium and interest amount
with  respect  to all of the  debt  securities  of any  series  shall be due and
payable  immediately  without  any  declaration  or other act on the part of the
trustee or the holders of the debt securities of that series.

      The  holders of a majority in  principal  amount of the  outstanding  debt
securities  of a series  shall have the right to waive any  existing  default or
compliance  with any provision of the  indenture or the debt  securities of that


                                       30


series and to direct the time, method and place of conducting any proceeding for
any remedy available to the trustee, subject to certain limitations specified in
the indenture.

      No  holder  of any debt  security  of a  series  will  have  any  right to
institute any  proceeding  with respect to the indenture or for any remedy under
the indenture, unless:

      (1) the holder gives to the trustee  written notice of a continuing  event
of default;

      (2) the  holders  of at least  25% in  aggregate  principal  amount of the
outstanding  debt  securities  of that series  make a written  request and offer
reasonable indemnity to the trustee to institute proceeding as a trustee;

      (3) the  trustee  fails  to  institute  proceeding  within  60 days of the
request; and

      (4) the  holders  of a  majority  in  aggregate  principal  amount  of the
outstanding  debt  securities of that series do not give the trustee a direction
inconsistent with their request during the 60-day period.

      However,  these  limitations do not apply to a suit instituted for payment
on debt securities of any series on or after the due dates expressed in the debt
securities.

      MODIFICATION AND WAIVER

      From time to time, we and the trustee may,  without the consent of holders
of the debt  securities  of one or more series,  amend the indenture or the debt
securities  of one or more series,  or  supplement  the  indenture,  for certain
specified purposes, including:

      (1) to provide that the surviving  entity  following our change in control
in a  transaction  permitted  under  the  indenture  shall  assume  all  of  our
obligations under the indenture and debt securities;

      (2)  to  provide  for  uncertificated   debt  securities  in  addition  to
certificated debt securities;

      (3) to comply with any  requirements  of the  Securities  and Exchange Act
under the Trust Indenture Act of 1939;

      (4) to cure any  ambiguity,  defect  or  inconsistency,  or make any other
change that does not adversely affect the rights of any holder;

      (5) to issue and establish the form and terms and conditions; and

      (6) to appoint a successor trustee under the indenture with respect to one
or more series.

      From time to time we and the trustee  may,  with the consent of holders of
at least a majority in  principal  amount of the  outstanding  debt  securities,
amend or supplement the indenture or the debt securities, or waive compliance in
a  particular  instance by us with any  provision  of the  indenture or the debt
securities;  but without the consent of each holder  affected by the action,  we


                                       31


may not modify or  supplement  the  indenture  or the debt  securities  or waive
compliance  with any provision of the indenture or the debt  securities in order
to:

      (1) reduce the amount of debt securities  whose holders must consent to an
amendment, supplement, or waiver to the indenture or the debt security;

      (2) reduce the rate of or change the time for payment of interest;

      (3) reduce the principal of or premium on or change the stated maturity;

      (4) make any debt security  payable in money other than that stated in the
debt security;

      (5)  change  the  amount or time of any  payment  required  or reduce  the
premium  payable  upon  any  redemption,  or  change  the time  before  which no
redemption of this type may be made;

      (6) waive a default on the payment of the  principal  of,  interest on, or
redemption payment; and

      (7) take any other  action  otherwise  prohibited  by the  indenture to be
taken without the consent of each holder by affected that action.

      PAYMENT AND PAYING AGENTS

      Unless  otherwise  indicated  in  the  applicable  prospectus  supplement,
payment of interest on a debt security on any interest payment date will be made
to the  person  in whose  name a debt  security  is  registered  at the close of
business  on the record date for the  interest.  Book-entry  and other  indirect
holders should consult their banks, brokers or other financial  institutions for
information on how they will receive payments.

      Unless  otherwise  indicated  in  the  applicable  prospectus  supplement,
principal,  interest and premium on the debt  securities of a particular  series
will be payable at the office of such  paying  agent or paying  agents as we may
designate for such purpose from time to time.  Notwithstanding the foregoing, at
our option,  payment of any  interest may be made by check mailed to the address
of the person entitled thereto as such address appears in the security register.

      Unless  otherwise  indicated in the applicable  prospectus  supplement,  a
paying agent designated by us will act as paying agent for payments with respect
to debt securities of each series. All paying agents initially  designated by us
for the debt  securities of a particular  series will be named in the applicable
prospectus supplement.  We may at any time designate additional paying agents or
rescind the  designation  of any paying  agent or approve a change in the office
through which any paying agent acts, except that we will be required to maintain
a paying agent in each place of payment for the debt  securities of a particular
series.

      All moneys paid by us to a paying agent for the payment of the  principal,
interest or premium on any debt  security  which remain  unclaimed at the end of
two years after such  principal,  interest or premium has become due and payable
will be  repaid  to us  upon  request,  and the  holder  of such  debt  security
thereafter may look only to us for payment thereof.


                                       32


      DEFEASANCE AND DISCHARGE OF DEBT SECURITIES AND CERTAIN COVENANTS IN
      CERTAIN CIRCUMSTANCES

      The  indenture  permits  us,  at any  time,  to  elect  to  discharge  our
obligations  with respect to one or more series of debt  securities by following
certain  procedures  described in the indenture.  These procedures will allow us
either:

      (1) to defease and be discharged from any and all of our obligations  with
respect to any debt  securities  except  for the  following  obligations  (which
discharge is referred to as "legal defeasance"):

      a. to register the transfer or exchange of the debt securities;

      b. to replace  temporary  or  mutilated,  destroyed,  lost or stolen  debt
securities;

      c. to compensate and indemnify the trustee; or

      d. to maintain an office or agency in respect of the debt  securities  and
to hold monies for payment in trust; or

      (2)  to be  released  from  our  obligations  with  respect  to  the  debt
securities under certain  covenants  contained in the indenture,  as well as any
additional  covenants  which  may  be  contained  in the  applicable  prospectus
supplement (which release is referred to as "covenant defeasance").

      In order to exercise either  defeasance  option,  we must deposit with the
trustee or other qualifying trustee, in trust for this purpose:

      (1) money;

      (2) U.S. Government Obligations (as described below) or Foreign Government
Obligations  (as  described  below)  which  through  the  scheduled  payment  of
principal and interest in accordance with their terms will provide money; or

      (3) a  combination  of money  and/or U.S.  Government  Obligations  and/or
Foreign  Government   Obligations   sufficient  in  the  written  opinion  of  a
nationally-recognized firm of independent accountants to provide money.

      Which in each case specified in clauses (1) through (3) above,  provides a
sufficient  amount to pay the principal of,  premium,  if any, and interest,  if
any, on the debt  securities  of a series,  on the  scheduled  due dates or on a
selected date of redemption in accordance with the terms of the indenture.

      In addition, defeasance may be effected only if, among other things:

      (1) in the case of either legal or covenant defeasance,  we deliver to the
trustee an opinion of counsel, as specified in the indenture,  stating that as a
result of the  defeasance  neither the trust nor the trustee will be required to
register as an investment company under the Investment Company Act of 1940;


                                       33


      (2) in the case of legal defeasance,  we deliver to the trustee an opinion
of counsel  stating that we have received  from, or there has been published by,
the Internal  Revenue  Service a ruling to the effect that,  or there has been a
change in any  applicable  federal  income tax law with the effect that, and the
opinion shall confirm that, the holders of outstanding  debt securities will not
recognize  income,  gain or loss for United States  federal  income tax purposes
solely as a result of the legal  defeasance and will be subject to United States
federal  income tax on the same  amounts,  in the same  manner,  including  as a
result of  prepayment,  and at the same  times as would  have been the case if a
defeasance had not occurred;

      (3) in the case of  covenant  defeasance,  we  deliver  to the  trustee an
opinion  of  counsel to the effect  that the  holders  of the  outstanding  debt
securities  will not recognize  income,  gain or loss for United States  federal
income tax purposes as a result of the covenant  defeasance  and will be subject
to United States federal income tax on the same amounts,  in the same manner and
at the same times as would have been the case if a covenant  defeasance  had not
occurred; and

      (4) certain other conditions described in the indenture are satisfied.

      If we fail to comply with our  remaining  obligations  under the indenture
and  applicable  supplemental  indenture  after  a  covenant  defeasance  of the
indenture and applicable  supplemental  indenture,  and the debt  securities are
declared due and payable  because of the occurrence of any  undefeased  event of
default,  the amount of money and/or U.S. Government  Obligations and/or Foreign
Government  Obligations on deposit with the trustee could be insufficient to pay
amounts  due  under  the  debt   securities  of  that  series  at  the  time  of
acceleration. We will, however, remain liable in respect of these payments.

      The term "U.S.  Government  Obligations"  as used in the above  discussion
means  securities  which are direct  obligations of or non-callable  obligations
guaranteed by the United  States of America for the payment of which  obligation
or  guarantee  the full  faith and  credit of the  United  States of  America is
pledged.

      The term "Foreign Government  Obligations" as used in the above discussion
means,  with respect to debt  securities of any series that are denominated in a
currency other than U.S.  dollars (1) direct  obligations of the government that
issued or caused to be issued the currency for the payment of which  obligations
its full faith and credit is pledged or (2)  obligations of a person  controlled
or supervised by or acting as an agent or instrumentality of that government the
timely payment of which is unconditionally guaranteed as a full faith and credit
obligation  by that  government,  which in either case under clauses (1) or (2),
are not callable or redeemable at the option of the issuer.

      REGARDING THE TRUSTEE

      We will identify the trustee with respect to any series of debt securities
in the prospectus  supplement  relating to the debt securities.  You should note
that if the trustee  becomes a creditor  of ours,  the  indenture  and the Trust
Indenture  Act of 1939  limit the  rights of the  trustee  to obtain  payment of
claims in certain cases, or to realize on certain  property  received in respect
of certain claims, as security or otherwise.  The trustee and its affiliates may


                                       34


engage in, and will be permitted  to continue to engage in,  other  transactions
with us and our affiliates.  If, however, the trustee, acquires any "conflicting
interest"  within  the  meaning  of the  Trust  Indenture  Act of 1939,  it must
eliminate the conflict or resign.

      The holders of a majority in principal amount of the then outstanding debt
securities of any series may direct the time, method and place of conducting any
proceeding for exercising  any remedy  available to the trustee.  If an event of
default occurs and is continuing, the trustee, in the exercise of its rights and
powers, must use the degree of care and skill of a prudent person in the conduct
of his or her own affairs.  Subject to this provision, the trustee will be under
no obligation to exercise any of its rights or powers under the indenture at the
request of any of the holders of the debt  securities,  unless they have offered
to the trustee reasonable indemnity or security.

      GOVERNING LAW

      The indenture and the debt securities will be governed by and construed in
accordance with New York law.

      SUBSIDIARY GUARANTEES

      If specified in the prospectus supplement, certain of our subsidiaries may
guarantee  our  obligations  relating  to  debt  securities  issued  under  this
prospectus.  The specific terms and provisions of each subsidiary guarantee will
be described in the applicable prospectus supplement.

                             DESCRIPTION OF WARRANTS

      We may issue warrants for the purchase of common stock,  preferred  stock,
debt  securities or any  combination  of the  foregoing.  We may issue  warrants
independently  or together with any other  securities  offered by any prospectus
supplement and may be attached to or separate from the other offered securities.
Each  series  of  warrants  will be  issued  directly  by us or under a  warrant
agreement to be entered into by us with a warrant agent.  The warrant agent will
act solely as our agent in  connection  with the series of warrants and will not
assume any obligation or relationship of agency or trust for or with any holders
or  beneficial  owners of the  warrants.  Further  terms of the warrants and the
applicable  warrant  agreements  will be set forth in the applicable  prospectus
supplement.

      The  applicable  prospectus  supplement  will  describe  the  terms of the
warrants  in respect of which this  prospectus  is being  delivered,  including,
where applicable, the following:

      o  the title of the warrants;

      o  the aggregate number of the warrants;

      o  the price or prices at which the warrants will be issued;


                                       35


      o  the designation,  terms and number of shares of common stock, preferred
         stock or debt securities purchasable upon exercise of the warrants;

      o  the designation and terms of the offered securities, if any, with which
         the warrants are issued and the number of the warrants issued with each
         offered security;

      o  the date,  if any,  on and after  which the  warrants  and the  related
         common stock,  preferred  stock or debt  securities  will be separately
         transferable;

      o  the price at which each share of common stock,  preferred stock or debt
         securities purchasable upon exercise of the warrants may be purchased;

      o  the date on which the right to exercise the warrants shall commence and
         the date on which that right shall expire;

      o  the minimum or maximum amount of the warrants which may be exercised at
         any one time;

      o  information with respect to book-entry procedures, if any;

      o  a discussion of certain federal income tax considerations; and

      o  any  other  terms of the  warrants,  including  terms,  procedures  and
         limitations relating to the exchange and exercise of the warrants.

                              DESCRIPTION OF UNITS

      The following description, together with the additional information we may
include in any applicable prospectus supplements,  summarizes the material terms
and provisions of the units that we may offer under this  prospectus.  While the
terms we have  summarized  below will apply  generally  to any units that we may
offer under this prospectus, we will describe the particular terms of any series
of units in more detail in the applicable  prospectus  supplement.  The terms of
any units  offered  under a  prospectus  supplement  may  differ  from the terms
described below.

      We will file as  exhibits  to the  registration  statement  of which  this
prospectus is a part, or will  incorporate by reference from a current report on
Form 8-K that we file with the Securities and Exchange  Commission,  the form of
unit  agreement that describes the terms of the series of units we are offering,
and any  supplemental  agreements,  before the issuance of the related series of
units. The following summaries of material terms and provisions of the units are
subject to, and qualified in their  entirety by reference to, all the provisions
of the unit agreement and any supplemental agreements applicable to a particular
series  of  units.  We urge you to read the  applicable  prospectus  supplements
related to the particular series of units that we sell under this prospectus, as
well as the complete unit agreement and any supplemental agreements that contain
the terms of the units.


                                       36


      GENERAL

      We may issue units comprised of one or more shares of common stock, shares
of preferred stock,  debt securities and warrants in any combination.  Each unit
will be  issued  so that  the  holder  of the unit is also  the  holder  of each
security  included in the unit.  Thus, the holder of a unit will have the rights
and obligations of a holder of each included security.  The unit agreement under
which a unit is issued may provide that the securities  included in the unit may
not be held or  transferred  separately,  at any  time or at any  time  before a
specified date.

      We will describe in the applicable  prospectus supplement the terms of the
series of units, including:

      o  the designation and terms of the units and of the securities comprising
         the  units,  including  whether  and  under  what  circumstances  those
         securities may be held or transferred separately;

      o  any  provisions of the governing  unit agreement that differ from those
         described below; and

      o  any  provisions  for the  issuance,  payment,  settlement,  transfer or
         exchange of the units or of the securities comprising the units.

      The provisions described in this section, as well as those described under
"Description   of  Capital  Stock,"   "Description   of  Debt   Securities"  and
"Description  of  Warrants"  will  apply to each unit and to any  common  stock,
preferred stock, debt security or warrant included in each unit, respectively.

      ISSUANCE IN SERIES

      We may issue units in such amounts and in such numerous distinct series as
we determine.

      ENFORCEABILITY OF RIGHTS BY HOLDERS OF UNITS

      Each unit  agent will act solely as our agent  under the  applicable  unit
agreement and will not assume any obligation or  relationship of agency or trust
with any  holder of any unit.  A single  bank or trust  company  may act as unit
agent for more  than one  series of  units.  A unit  agent  will have no duty or
responsibility  in case of any default by us under the applicable unit agreement
or unit, including any duty or responsibility to initiate any proceedings at law
or otherwise,  or to make any demand upon us. Any holder of a unit may,  without
the consent of the related  unit agent or the holder of any other unit,  enforce
by appropriate  legal action its rights as holder under any security included in
the unit.

      TITLE

      We,  the unit  agents  and any of their  agents  may treat the  registered
holder of any unit  certificate as an absolute  owner of the units  evidenced by
that  certificate  for any  purpose and as the person  entitled to exercise  the
rights attaching to the units so requested, despite any notice to the contrary.


                                       37


        RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

      As we have incurred  losses in each of the periods  presented  below,  our
earnings were  insufficient  to cover combined fixed charges and preferred stock
dividends, if any, by the following amounts (in thousands):

- -------------------------------------------------------------------------------------------------
                              Six                         Year Ended December 31,
                             Months     ---------------------------------------------------------
                              Ended       2006        2005        2004         2003       2002
                            June 30,
                              2007
- -------------------------------------------------------------------------------------------------
Deficiency of earnings      $ (8,301)   $ (8,627)   $(20,078)   $(14,285)   $ (6,524)   $ (1,933)
available to cover
combined fixed charges
and preferred stock
dividends (1)
- -------------------------------------------------------------------------------------------------

(1)   Empire Resorts, Inc. was the legal survivor in a merger in 2004 between it
      and Catskill  Development,  L.L.C. Under accounting  principles  generally
      accepted in the United States,  however, the merger was accounted for as a
      reverse  acquisition whereby Catskill  Development,  L.L.C. was considered
      the acquirer of more than 50% of the post  transaction  combined  company.
      Accordingly,  the above  financial  information for the fiscal years ended
      December 31, 2002 and 2003 pertain to Catskill  Development,  L.L.C. only,
      while the above financial  information for the fiscal years ended December
      31,  2004,  2005 and  2006 and for the six  months  ended  June 30,  2007,
      reflect the combined  operations  of the former Empire  Resorts,  Inc. and
      Catskill Development, L.L.C.

     DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
                                   LIABILITIES

      Insofar as  indemnification  for liabilities  arising under the Securities
Act may be permitted to directors,  officers or persons controlling our company,
our company has been advised that it is the Securities and Exchange Commission's
opinion that such  indemnification  is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.

                                  LEGAL MATTERS

      The validity of the  securities  offered  under this  prospectus  has been
passed upon by Olshan  Grundman  Frome  Rosenzweig & Wolosky LLP, New York,  New
York.  Robert H.  Friedman,  a member of such firm,  is one of our directors and
holds options to purchase shares of our common stock. Other members of such firm
own shares of our common stock.


                                       38


                                     EXPERTS

      The financial statements incorporated by reference to the annual report on
Form 10-K have been  incorporated  in reliance  on the report of  Friedman  LLP,
Certified Public Accountants,  given on the authority of said firm as experts in
auditing and accounting.


                                       39


                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.    OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

      The following table sets forth the various  expenses which will be paid by
our  company  in  connection  with the  securities  being  registered.  With the
exception  of the  Securities  and  Exchange  Commission  registration  fee, all
amounts shown are estimates.

SEC registration fee .................................................   $ 3,070
Blue sky fees and expenses ...........................................     5,000
Printing and engraving expenses ......................................    15,000
Legal fees and expenses ..............................................    40,000
Accounting fees and expenses .........................................    10,000
Miscellaneous ........................................................     1,930
                                                                         -------
      Total ..........................................................   $75,000
                                                                         -------

ITEM 15.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section  145 of the  Delaware  General  Corporation  Law  provides  that a
corporation may indemnify  directors and officers as well as other employees and
individuals against expenses (including attorneys' fees),  judgments,  fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection  with  any  threatened,   pending  or  completed  actions,  suits  or
proceedings  in which such person is made a party by reason of such person being
or having been a director,  officer,  employee or agent to the  Registrant.  The
Delaware  General  Corporation Law provides that Section 145 is not exclusive of
other rights to which those seeking  indemnification  may be entitled  under any
bylaw, agreement,  vote of stockholders or disinterested directors or otherwise.
Article V of the  Registrant's  amended and restated bylaws and Article Sixth of
our certificate of incorporation provide that the Registrant shall indemnify its
directors and officers, and may indemnify its employees and other agents, to the
fullest extent  permitted by the Delaware  General  Corporation Law and that the
Registrant  shall pay the  expenses  incurred in  defending  any  proceeding  in
advance of its final disposition. However, the payment of expenses incurred by a
director or officer in advance of the final  disposition of the proceeding  will
be made only upon the receipt of an  undertaking  by the  director or officer to
repay  all  amounts  advanced  if it should be  ultimately  determined  that the
director or officer is not entitled to be indemnified.

      Section  102(b)(7)  of the  Delaware  General  Corporation  Law  permits a
corporation to provide in its  certificate of  incorporation  that a director of
the  corporation  shall  not be  personally  liable  to the  corporation  or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve  intentional  misconduct or a knowing  violation of law, (iii) for
unlawful  payments of dividends or unlawful  stock  repurchases,  redemptions or
other distributions, or (iv) for any transaction from which the director derived
an improper  personal  benefit.  The  Registrant's  certificate of incorporation
provides for such limitation of liability.


                                      II-1


      The  Registrant  maintains  standard  policies  of  insurance  under which
coverage is provided (a) to its directors,  officers, employees and other agents
against  loss  arising  from  claims  made by  reason of breach of duty or other
wrongful act, and (b) to the  Registrant  with respect to payments  which may be
made by the  Registrant  to such  officers and  directors  pursuant to the above
indemnification provision or otherwise as a matter of law.

ITEM 16.    EXHIBITS.

Exhibit No.   Description

Exhibits Rider

     1.1**    Form of  underwriting  agreement  with  respect  to common  stock,
              preferred stock, debt securities, warrants and/or units

     3.1      Certificate of Incorporation, dated March 19, 1993. (1)

     3.2      Certificate of Amendment of Certificate of Incorporation, dated
              August 15, 1993. (1)

     3.3      Certificate of Amendment of Certificate of Incorporation, dated
              December 18, 1996. (1)

     3.4      Certificate of Amendment of Certificate of Incorporation, dated
              September 22, 1999. (1)

     3.5      Certificate of Amendment of the Certificate of Incorporation,
              dated June 13, 2001. (1)

     3.6      Certificate of Amendment to the Certificate of Incorporation,
              dated May 15, 2003. (1)

     3.7      Certificate of Amendment to the Certificate of Incorporation,
              January 12, 2004. (1)

     3.8      Second Amended and Restated By-Laws, as of Feb. 12, 2002. (1)

     3.9      Amendment No. 1 to the Second Amended and Restated By-Laws, dated
              November 11, 2003. (1)

     4.1      Form of Common Stock Certificate (Incorporated by reference,
              filed with Company's Registration Statement filed on Form SB-2
              (File No. 33-64236) filed with the Commission on June 10, 1993
              and as amended on September 30, 1993, October 25, 1993, November
              2, 1993 and November 4, 1993, which Registration Statement became
              effective November 5, 1993.  Such Registration Statement was
              further amended by Post Effective Amendment filed on August 20,
              1999.)

     4.2**    Certificate of designations for preferred stock, if any.


                                      II-2


     4.3**    Form of new debt securities, if any.

     4.4**    Form of indenture, to be entered into between registrant and a
              trustee acceptable to the registrant, if any.

     4.5**    Form of warrant agreement and warrant certificate, if any.

     4.6**    Form of unit agreement and unit certificate, if any.

     5.1*     Opinion of Olshan  Grundman  Frome  Rosenzweig  & Wolosky LLP with
              respect to legality of the securities being registered.

    12.1*     Statement Regarding Computation of Ratio of Earnings to Fixed
              Charges.

    23.1*     Consent of Friedman LLP.

    23.2*     Consent of Olshan Grundman Frome Rosenzweig & Wolosky LLP,
              included in Exhibit No. 5.1.

    24.1*     Power of Attorney, included on the signature page to this
              Registration Statement.

    25.1**    Statement of Eligibility on Form T-1 under the Trust Indenture Act
              of 1939, as amended, of a trustee acceptable to the registrant, as
              trustee under any new senior indenture.

    25.2**    Statement of Eligibility on Form T-1 under the Trust Indenture Act
              of 1939, as amended, of a trustee acceptable to the registrant, as
              trustee under any new subordinated indenture.

- -----------------
*     Filed herewith.

**    To the extent applicable,  to be filed by an amendment or as an exhibit to
      a document filed under the  Securities  Exchange Act and  incorporated  by
      reference herein.

(1)   Incorporated  by reference to Empire  Resorts,  Inc.'s Form 10-KSB for the
      year ended December 31, 2003.

ITEM 17.    UNDERTAKINGS.

      (a)   The undersigned registrant hereby undertakes:

            (1)   To file,  during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                  (i)   To include any prospectus  required by Section  10(a)(3)
of the Securities Act of 1933;


                                      II-3


                  (ii)  To reflect in the prospectus any facts or events arising
after the  effective  date of the  registration  statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume  and price  represent  no more than 20% change in the  maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement;

                  (iii) To include any material  information with respect to the
plan of distribution not previously  disclosed in the registration  statement or
any material change to such information in the registration statement;

PROVIDED,  HOWEVER,  that paragraphs  ((a)(1)(i),  (a)(1)(ii) and (a)(1)(iii) of
this section do not apply if the  registration  statement is on Form S-3 or Form
F-3, and the information  required to be included in a post-effective  amendment
by those  paragraphs  is  contained  in reports  filed with or  furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration  statement,  or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of the registration statement.

            (2)   That, for the purpose of determining  any liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

            (3)   To  remove  from  registration  by means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

      (b)   The undersigned  registrant  hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

      (c)   The undersigned  registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given,  the latest annual report to security  holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus,  to deliver, or
cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.


                                      II-4


      (d)   Insofar  as  indemnification   for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

      (e)   The undersigned registrant hereby undertakes that:

            (1)   For purposes of determining any liability under the Securities
Act of 1933, the information  omitted from the form of prospectus  filed as part
of this  registration  statement in reliance  upon Rule 430A and  contained in a
form of prospectus filed by the registrant  pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this  registration
statement as of the time it was declared effective.

            (2)   For  the  purpose  of  determining  any  liability  under  the
Securities Act of 1933,  each  post-effective  amendment that contains a form of
prospectus  shall be deemed to be a new registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.


                                      II-5


                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-3 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of  Henderson,  State  of  Nevada,  on the 10th day of
September, 2007.

                                         EMPIRE RESORTS, INC.

                                         By: /s/ David P. Hanlon
                                             -----------------------------------
                                             Name: David P. Hanlon
                                             Title: Chief Executive Officer

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below  constitutes  and appoints  David P. Hanlon and Ronald J. Radcliffe as his
true  and  lawful  attorney-in-fact,  each  acting  alone,  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,  including  post-effective
amendments  to  this  registration  statement,   and  any  related  registration
statement  filed  pursuant to Rule 462(b) of the Act and to file the same,  with
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
said attorneys-in-fact or their substitutes,  each acting alone, may lawfully do
or cause to be done by virtue hereof.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

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

                          Chief Executive Officer,
                          President and Director
/s/ David P. Hanlon       (Principal Executive
- ------------------------  Officer)                       September 10, 2007
David P. Hanlon


                          Chief Financial Officer
/s/ Ronald J. Radcliffe   (Principal Accounting and
- ------------------------  Financial Officer)             September 10, 2007
Ronald J. Radcliffe


/s/ John Sharpe           Chairman of the Board and
- ------------------------  Director                       September 10, 2007
John Sharpe


                                      II-6


/s/ Robert H. Friedman
- ------------------------  Director                       September 10, 2007
Robert H. Friedman

/s/ Frank Catania
- ------------------------  Director                       September 10, 2007
Frank Catania

/s/ Paul A. deBary
- ------------------------  Director                       September 10, 2007
Paul A. deBary

/s/ Ralph J. Bernstein
- ------------------------  Director                       September 10, 2007
Ralph J. Bernstein

/s/ Richard Robbins
- ------------------------  Director                       September 10, 2007
Richard Robbins

/s/ James Simon
- ------------------------  Director                       September 10, 2007
James Simon


                                      II-7



                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-3 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of  Henderson,  State  of  Nevada,  on the 10th day of
September, 2007.

                                    ALPHA MONTICELLO, INC.
                                    ALPHA CASINO MANAGEMENT INC.
                                    MONTICELLO RACEWAY MANAGEMENT, INC.

                                    By: /s/ David P. Hanlon
                                        ----------------------------------------
                                        David P. Hanlon
                                        President

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below  constitutes  and appoints  David P. Hanlon and Ronald J. Radcliffe as his
true  and  lawful  attorney-in-fact,  each  acting  alone,  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,  including  post-effective
amendments  to  this  registration  statement,   and  any  related  registration
statement  filed  pursuant to Rule 462(b) of the Act and to file the same,  with
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
said attorneys-in-fact or their substitutes,  each acting alone, may lawfully do
or cause to be done by virtue hereof.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

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

/s/ David P. Hanlon       President and Director
- ------------------------  (Principal Executive Officer   September 10, 2007
David P. Hanlon


                          Treasurer, Secretary and
/s/ Ronald J. Radcliffe   Director (Principal Accounting
- ------------------------  and Financial Officer)         September 10, 2007
Ronald J. Radcliffe


                                      II-8


                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-3 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of  Henderson,  State  of  Nevada,  on the 10th day of
September, 2007.

                                    MOHAWK MANAGEMENT, LLC
                                    MONTICELLO RACEWAY DEVELOPMENT COMPANY,
                                    LLC
                                    MONTICELLO CASINO MANAGEMENT, LLC

                                    By: /s/ David P. Hanlon
                                        ----------------------------------------
                                        David P. Hanlon
                                        Manager

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below  constitutes  and appoints  David P. Hanlon and Ronald J. Radcliffe as his
true  and  lawful  attorney-in-fact,  each  acting  alone,  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,  including  post-effective
amendments  to  this  registration  statement,   and  any  related  registration
statement  filed  pursuant to Rule 462(b) of the Act and to file the same,  with
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
said attorneys-in-fact or their substitutes,  each acting alone, may lawfully do
or cause to be done by virtue hereof.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

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


/s/ David P. Hanlon       Manager
- ------------------------  (Principal Executive Officer)  September 10, 2007
David P. Hanlon

                          Manager
/s/ Ronald J. Radcliffe   (Principal Accounting and
- ------------------------  Financial Officer)             September 10, 2007
Ronald J. Radcliffe


                                      II-9

EX-5.1

                                                                     Exhibit 5.1


OLSHAN
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

                                                               PARK AVENUE TOWER
                                                             65 EAST 55TH STREET
                                                        NEW YORK, NEW YORK 10022
                                                         TELEPHONE: 212.451.2300
                       September 10, 2007                FACSIMILE: 212.451.2222

                                                               WWW.OLSHANLAW.COM

Empire Resorts, Inc.
701 N. Green Valley Parkway, Suite 200
Henderson, Nevada 89074

                  Re:  Empire Resorts, Inc.
                       Registration Statement on Form S-3
                       ----------------------------------

Gentlemen:

      We have acted as counsel to Empire Resorts,  Inc., a Delaware  corporation
(the "Company"),  in connection with the filing with the Securities and Exchange
Commission (the  "Commission")  of its  Registration  Statement on Form S-3 (the
"Registration Statement"),  including the prospectus forming a part thereof (the
"Prospectus").  The  Prospectus  provides  that it will be  supplemented  in the
future by one or more prospectus supplements (each, a "Prospectus  Supplement").
The Prospectus, as supplemented by various Prospectus Supplements,  will provide
for the  issuance  and sale,  from time to time,  pursuant to Rule 415 under the
Securities Act of 1933, as amended (the "Securities Act"), (i) by the Company of
(a) shares of common stock,  $.01 par value per share (the "Common Stock");  (b)
shares of preferred stock (the "Preferred Stock"); (c) one or more series of the
debt securities of the Company (the "Debt Securities"), which may be convertible
or exchangeable  for shares of Common Stock or Preferred  Stock; (d) warrants to
purchase Common Stock,  Preferred Stock and/or Debt Securities (the "Warrants");
and (e) units  comprising  Common Stock,  Preferred  Stock,  Debt Securities and
Warrants in any combination (the "Units");  and (ii) by certain of the Company's
subsidiaries  (to  the  extent  listed  as  co-registrants  in the  Registration
Statement  (collectively,  the "Subsidiary Guarantors") of guarantees of certain
or all of the Debt Securities (the  "Guarantees").  The Common Stock,  Preferred
Stock, Debt Securities,  Warrants,  Units and Guarantees are herein collectively
referred to as the "Securities."

      This opinion  letter is being  delivered at the request of the Company and
in  accordance  with  the  requirements  of Item  601(b)(5)  of  Regulation  S-K
promulgated under the Securities Act.

      The aggregate  public  offering price of the Securities  being  registered
pursuant  to the  Registration  Statement  will  not  exceed  $100,000,000.  The
Securities  will be offered in amounts,  at prices and on terms to be determined
at the time of sale and to be set forth in the Prospectus  Supplements contained
in the  Registration  Statement.  The Warrants may be issued pursuant to warrant
agreements  to be dated  on or  about  the  date of the  first  issuance  of the
Warrants thereunder between the Company and a financial  institution  identified



September 10, 2007
Page 2


therein as warrant agent (each, a "Warrant  Agent").  The Debt Securities may be
issued  pursuant  to one or more  indentures,  as the  same  may be  amended  or
supplemented  from time to time  (each,  an  "Indenture"),  by and  between  the
Company and a trustee to be chosen by the Company and  qualified  to act as such
under the Trust Indenture Act of 1939, as amended (the "Trustee").

      We advise  you that we have  examined  originals  or copies  certified  or
otherwise  identified to our  satisfaction of the  Registration  Statement,  the
Prospectus,  the  organizational  documents,  as amended to date,  and corporate
proceedings of each of the Company and the Subsidiary Guarantors, and such other
documents,  instruments and certificates of officers and  representatives of the
Company and the Subsidiary Guarantors and of public officials,  and we have made
such  examination  of law,  as we have deemed  appropriate  as the basis for the
opinion hereinafter expressed.  In making such examination,  we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, and the conformity to original documents of documents submitted to
us as certified or photostatic copies.

      Based upon the foregoing and subject to the additional  qualifications set
forth below, we are of the opinion that:

      1. When the issuance and terms of sale of the shares of Common Stock shall
have been duly  authorized and approved by the Board of Directors of the Company
in conformity with the  certificate of  incorporation  of the Company,  and such
shares  shall have been issued and  delivered  against  payment of the  purchase
price  therefor  in  accordance   with  the  applicable   definitive   purchase,
underwriting  or similar  agreement,  and as  contemplated  by the  Registration
Statement, the Prospectus and the related Prospectus Supplement,  and, if issued
upon  the  conversion,  exchange  or  exercise  of  Debt  Securities,  Warrants,
Preferred  Stock or as part of a Unit,  when such  shares  shall  have been duly
issued and delivered as contemplated  by the terms of the applicable  Indenture,
Warrant or certificate of designations, such shares of Common Stock will be duly
and validly issued, fully paid and nonassessable.

      2.  When (i) the  issuance  and  terms of sale of a series  of  shares  of
Preferred  Stock shall have been duly  authorized  and  approved by the Board of
Directors of the Company in conformity with the certificate of  incorporation of
the Company;  (ii) an  appropriate  certificate or  certificates  of designation
relating to such  series of  Preferred  Stock to be sold under the  Registration
Statement  shall have been duly authorized and adopted by the Board of Directors
of the  Company  and  shall  have  been  filed  with the  Secretary  of State of
Delaware;  and (iii) such shares  shall have been issued and  delivered  against
payment  of the  purchase  price  therefor  in  accordance  with the  applicable
definitive purchase,  underwriting or similar agreement,  and as contemplated by
the  Registration   Statement,   the  Prospectus  and  the  related   Prospectus
Supplement, and, if issued upon the conversion, exchange or exercise of any Debt
Securities, Warrants or as part of a Unit, when such shares shall have been duly
issued and delivered as contemplated by the terms of the applicable Indenture or
Warrant,  the shares of Preferred Stock will be duly and validly  issued,  fully
paid and nonassessable.

      3. When (i) the  issuance and terms of sale of the Debt  Securities  shall
have been duly  authorized and approved by the Board of Directors of the Company
and duly established in conformity with the applicable  Indenture;  and (ii) the



September 10, 2007
Page 3


Debt Securities shall have been duly executed, authenticated,  issued, delivered
and sold in accordance with the applicable definitive purchase,  underwriting or
similar agreement, as contemplated by the Registration Statement, the Prospectus
and the related  Prospectus  Supplement,  and in the manner  provided for in the
applicable  Indenture  against payment of the purchase price therefor,  the Debt
Securities  will  constitute  valid  and  binding  obligations  of the  Company,
enforceable against the Company in accordance with their respective terms.

      4. When (i) the issuance and terms of sale of the Warrants shall have been
duly authorized by the Board of Directors of the Company;  and (ii) the Warrants
shall  have  been  duly  executed  and  countersigned  and  issued  and  sold in
accordance  with the applicable  definitive  purchase,  underwriting  or similar
agreement, as contemplated by the Registration Statement, the Prospectus and the
related  Prospectus  Supplement,  the Warrants will constitute valid and binding
obligations of the Company,  enforceable  against the Company in accordance with
their respective terms.

      5. When (i) the issuance and the terms of the sale of the Units shall have
been duly  authorized  by the Board of Directors  of the  Company;  and (ii) the
Units shall have been duly  executed  and  countersigned  and issued and sold in
accordance  with the applicable  definitive  purchase,  underwriting  or similar
agreement, as contemplated by the Registration Statement, the Prospectus and the
related  Prospectus  Supplement,  the Units will  constitute  valid and  binding
obligations of the Company,  enforceable  against the Company in accordance with
their respective terms.

      6.  When (i) the Debt  Securities  shall  have been  duly  established  in
conformity with the applicable  Indenture  (including,  without limitation,  the
adoption  by  the  Board  of  Directors  of the  Company  of a  resolution  duly
authorizing  the  issuance  and  delivery  of  the  Debt  Securities)  and  duly
authenticated  by the Trustee under the applicable  Indenture;  (ii) the Trustee
under the  applicable  Indenture  is  qualified  to act as  Trustee  under  such
Indenture;  (iii) the  applicable  Indenture  shall have been duly  executed and
delivered by the Company,  any applicable  Subsidiary  Guarantor and the Trustee
thereunder  becoming  enforceable  obligations of the parties thereto;  (iv) the
Board of Directors  (or similar  governing  body) of the  applicable  Subsidiary
Guarantor  shall  have duly  adopted a  resolution  authorizing  the  execution,
delivery,  and performance of the applicable Guarantee;  and (v) such Guarantees
shall  have been  duly  executed  and  delivered  on  behalf  of the  applicable
Subsidiary  Guarantor  in  accordance  with  the  provisions  of the  applicable
Indenture and in accordance  with any governing  agreement,  the Guarantees will
constitute  the valid  and  binding  obligations  of the  applicable  Subsidiary
Guarantor.

      In rendering  the  opinions set forth above,  we have assumed that (i) the
Registration  Statement  shall  have  become  and  remains  effective  under the
Securities Act, a Prospectus  Supplement shall have been prepared and filed with
the Commission  describing the Securities  offered  thereby and such  Securities
shall have been issued and sold in  accordance  with the terms set forth in such
Prospectus  Supplement;  (ii) a  definitive  purchase,  underwriting  or similar
agreement with respect to such Securities (if  applicable)  shall have been duly
authorized, executed and delivered by the Company, the Subsidiary Guarantors (if
applicable) and the other parties thereto;  (iii) the Securities shall have been
duly  authorized  by all  necessary  corporate  action  by the  Company  and the



September 10, 2007
Page 4


Subsidiary  Guarantors  (if  applicable),  and  the  Indenture,  any  applicable
supplemental  indenture thereto,  and any other agreement pursuant to which such
Securities may be issued shall be duly authorized, executed and delivered by the
Company,  the  Subsidiary  Guarantors  (if  applicable)  and the  other  parties
thereto;  (iv) the Company is and shall remain duly organized,  validly existing
and in good  standing  under  applicable  state law; (v) the Company  shall have
reserved a sufficient  number of shares of its duly  authorized,  but  unissued,
Common Stock and Preferred  Stock as is necessary to provide for the issuance of
the  shares  of  Common  Stock  and  Preferred  Stock  as  contemplated  by  the
Registration  Statement;  (vi)  in  connection  with  the  sale  of  Units,  any
applicable  Unit  agreement  shall  have  been  executed  and  delivered  by all
applicable  parties and shall be enforceable in all respects in accordance  with
its terms;  (vii) in connection with the Guarantees,  the Debt Securities  shall
have been validly issued in accordance  with all applicable  legal  requirements
and any applicable Guarantee agreement shall have been executed and delivered by
all  applicable  parties  and  shall  be in  accordance  with  applicable  legal
requirements;  (viii)  each  Subsidiary  Guarantor  that is a  corporation  will
continue to be incorporated and in good standing under applicable state law; and
(ix)  each  Subsidiary  Guarantor  that is a  limited  liability  company  shall
continue to exist and remain in good standing under applicable state law.

      The  opinions  set forth  above are subject to the  following  exceptions,
limitations  and  qualifications:  (i) the  effect  of  bankruptcy,  insolvency,
reorganization,  fraudulent conveyance,  moratorium or other similar laws now or
hereafter  in effect  relating  to or  affecting  the  rights  and  remedies  of
creditors;  (ii) the effect of general  principles of equity,  including without
limitation, concepts of materiality, reasonableness, good faith and fair dealing
and the possible  unavailability of specific  performance or injunctive  relief,
regardless of whether  enforcement is considered in a proceeding in equity or at
law, and the discretion of the court before which any  proceeding  therefore may
be brought;  (iii) the unenforceability under certain circumstances under law or
court  decisions  of  provisions   providing  for  the  indemnification  of,  or
contribution to, a party with respect to a liability where such  indemnification
or  contribution  is  contrary  to public  policy.  We express  no  opinion  (i)
concerning the  enforceability  of any waiver of rights or defenses with respect
to stay, extension or usury laws or (ii) with respect to whether acceleration of
Debt  Securities  may affect  the  collectibility  of any  portion of the stated
principal  amount  thereof  that  might be  determined  to  constitute  unearned
interest thereon.

      We are members of the Bar of the State of New York.  We express no opinion
as to the effects of any laws,  statutes,  regulations or ordinances  other than
the laws of the State of New York and of the United  States of  America  and the
General  Corporation Law of the State of Delaware (the "DGCL"). In rendering our
opinion as it relates to the laws of the State of Delaware, we have reviewed the
Constitution  of the  State of  Delaware  and the  DGCL,  but not to the  extent
affected by other noncorporate law, and reported judicial decisions in the State
of Delaware under the DGCL.

      This opinion is given as of the date hereof and we assume no obligation to
update or supplement such opinion to reflect any facts or circumstances that may
hereafter come to our attention or any changes in fact or law that may hereafter
occur.



September 10, 2007
Page 5


      We hereby  consent  to the  filing of this  opinion  as an  exhibit to the
Registration  Statement and to the reference  made to our firm under the caption
"Legal  Matters" in the  Prospectus.  In giving such consent,  we do not thereby
concede  that our firm is within  the  category  of  persons  whose  consent  is
required under Section 7 of the  Securities Act or the rules and  regulations of
the Securities and Exchange Commission.

      This opinion is being furnished in connection with the issuance, offer and
sale of the  Securities and is not to be used,  quoted or otherwise  referred to
for any other purpose without our prior written  consent.  This opinion does not
constitute such prior written consent.

      We advise you that Robert H. Friedman,  a director and optionholder of the
Company,  is a  member  of this  firm  and that  other  members  of the firm are
stockholders of the Company.

                    Very truly yours,

                    /s/ OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

                    OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

EX-12.1

                                                                                                                        Exhibit 12.1


                                          COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                                                    (In thousands, except ratios)

                                                                                      Year Ended December 31
                                                                           ---------------------------------------------------------
                                                              Six Months
                                                                Ended
                                                               June 30,
                                                                 2007         2006       2005        2004       2003 (1)    2002 (1)


Loss before tax                                                $ (7,525)   $ (7,076)   $(18,527)   $(12,745)   $ (6,524)   $ (1,933)
Add fixed charges included                                        2,983       5,989       4,778       1,859         736         621
                                                               --------    --------    --------    --------    --------    --------
     Earnings, as adjusted                                     $ (4,542)   $ (1,087)   $(13,749)   $(10,886)   $ (5,788)   $ (1,312)
                                                               ========    ========    ========    ========    ========    ========
Interest                                                       $  2,983    $  5,989    $  4,778    $  1,859    $    736    $    621
                                                               --------    --------    --------    --------    --------    --------
     Total fixed charges                                       $  2,983    $  5,989    $  4,778    $  1,859    $    736    $    621
                                                               ========    ========    ========    ========    ========    ========
Dividends on preferred stock                                   $    776    $  1,551    $  1,551    $  1,540    $   --      $   --
                                                               ========    ========    ========    ========    ========    ========
Ratio of earnings to fixed charges                                 --          --          --          --          --          --
                                                               --------    --------    --------    --------    --------    --------

Ratio of earnings to combined fixed charges and
preferred stock dividends                                          --          --          --          --          --          --
                                                               --------    --------    --------    --------    --------    --------

Deficiency of earnings available to cover fixed charges        $ (7,525)   $ (7,076)   $(18,527)   $(12,745)   $ (6,524)   $ (1,933)
                                                               ========    ========    ========    ========    ========    ========
Deficiency of earnings available to cover combined fixed
charges and preferred stock dividends                          $ (8,301)   $ (8,627)   $(20,078)   $(14,285)   $ (6,524)   $ (1,933)
                                                               ========    ========    ========    ========    ========    ========


(1)   Empire Resorts, Inc. was the legal survivor in a merger in 2004 between it and Catskill Development, L.L.C. Under accounting
principles generally accepted in the United States, however, the merger was accounted for as a reverse acquisition whereby Catskill
Development, L.L.C. was considered the acquirer of more than 50% of the post transaction combined company. Accordingly, the above
financial information for the fiscal years ended December 31, 2002 and 2003 pertain to Catskill Development, L.L.C. only, while the
above financial information for the fiscal years ended December 31, 2004, 2005 and 2006 and for the six months ended June 30, 2007,
reflect the combined operations of the former Empire Resorts, Inc. and Catskill Development, L.L.C.

EX-23.1

                                                                                 Exhibit 23.1

FRIEDMAN LLP
ACCOUNTANTS AND ADVISRORS


                   CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We hereby consent to the  incorporation by reference in the Registration  Statement of Empire
Resorts,  Inc. and subsidiaries on Form S-3 of our report dated March 7, 2007 relating to the
consolidated  financial statements of Empire Resorts,  Inc. and subsidiaries,  and our report
dated March 7, 2007 relating to management's  report on the effectiveness of internal control
over financial reporting and the effectiveness of internal control over financial  reporting,
appearing in the Annual Report on Form 10-K of Empire Resorts,  Inc. and subsidiaries for the
year ended  December  31,  2006.  We also  consent to the  reference  to us under the heading
"Experts" in such Registration Statement.

/s/ Friedman LLP

Friedman LLP


New York, New
York September 10, 2007


1700 BROADWAY, NEW YORK, NY 10019 T 212.842.7000 F 212.842.7001 WWW.FRIEDMANLLP.COM
OFFICES IN NEW YORK LONG ISLAND AND NEW JERSEY AND A MEMBER OF DFK WITH AFFILIATES WORLDWIDE