UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2004 EMPIRE RESORTS, INC. (Exact name of registrant as specified in its charter) Delaware 1-12522 13-3714474 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number)Identification No.) Route 17B, Monticello, New York 12701 Address of principal executive offices Registrant's telephone number, including area code: (845) 794-4100 ext 478 (Former name or former address, if changed since last report.) Item 2. Acquisition or Disposition of Assets. The members of both Catskill Development, LLC and Monticello Raceway Development Company, LLC have contributed all of their respective ownership interests in Monticello Raceway Management,, Inc. Monticello Casino Management, LLC, Monticello Raceway Development Company, LLC and Mohawk Management, LLC, together with all of their right, title and interest in and to the business of Monticello Raceway, including all of the assets and liabilities of Catskill Development, except for its interest in 229 acres of land in Monticello, New York (with respect to which Monticello Raceway Management holds a 48 year leasehold and a purchase option) and its right to certain litigation claims, to Empire Resorts, Inc. ("Empire Resorts") in exchange for, in the aggregate, 80.25% of Empire Resorts' common stock, calculated on a post-consolidation, fully diluted basis. As a result of the consolidation, each of Monticello Raceway Management, Monticello Casino Management, Monticello Raceway Development and Mohawk Management have become wholly owned subsidiaries of Empire Resorts and the members of both Catskill Development and Monticello Raceway Development, together, have become Empire Resorts' controlling stockholders. Moreover, as part of this transaction, each of Catskill Development, LLC, Mohawk Management, LLC and Monticello Raceway Development Company, LLC have assigned certain litigation rights to a litigation trust in which Empire Resorts will hold a 19.75% and provide a $2.5 million line of credit. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS The following unaudited proforma financial information and financial statements should be read together with financial statements and notes of the Company, which are incorporated by reference from the Company's Annual Report on Form 10-K for the year ended December 31, 2002 and Quarterly Report on Form 10-QSB for the quarter period ended September 30, 2003. (a) Unaudited Pro Forma Financial Information of the Company Page No. Unaudited Pro Forma Data 5 Notes to Unaudited Proforma Condensed Consolidated Financial Statements 8 (b) Financial Statement of Business Acquired. Catskill Development, LLP consolidated balance sheets as of December 31, 2002 and September 30, 2003 and the related consolidated statements of income, partners' capital, cash flows, and notes thereto for each of the periods and Monticello Raceway Development, LLC balance sheets as of December 31, 2002 and September 30, 2003 and the related consolidated statements of income and notes thereto for each of the periods. (c) Exhibits. Exhibit Description Number 2.1 Amended and Restated Securities Contribution Agreement, dated December 12, 2003, by and among Empire Resorts, Inc., Catskill Development,L.L.C., and members of both Catskill Development and Monticello Raceway Development *Schedule 1.2 Allocation of Exchange Shares *Schedule 2.4 Catskill Consents and Approvals *Schedule 2.5 Catskill Subsidiary Interests *Schedule 2.6 Catskill Subsidiaries *Schedule 3.3 Catskill Material Contracts *Schedule 3.4(a) Catskill Proprietary Rights *Schedule 3.4(f) Catskill Litigation and Claims *Schedule 4.4 MRD Consents and Approvals *Schedule 4.5 MRD Capitalization *Schedule 4.8 MRD Material Contracts *Schedule 4.9(a) MRD Proprietary Rights *Schedule 5.4 Empire Consents and Approvals *Schedule 5.8(c) Shares of Common Stock to be Registered *Schedule 6.3(f) Empire Severance or Termination Commitments *Schedule 11.13 Third Party Beneficiaries *Exhibit A Bryanston Search Report *Exhibit B Form of Affiliate Agreement *Exhibit C Form of Amendment to Bylaws *Exhibit D Form of Amendment to Certificate of Incorporation *Exhibit E Form of Amendment to Lease *Exhibit F Form of Counsel to Sellers Opinion *Exhibit G Form of Olshan Grundman Frome Rosenzweig & Wolosky LLP Opinion *Exhibit H Form of Guarantee of Lease *Each of these exhibits is an attachment or schedule to the Amended and Restated Securities Contribution Agreement listed as Exhibit 2.1 above. These exhibits have been omitted from this Form 8-K in accordance with Item 601(b)(2) of Regulation S-B, and Empire shall provide the Securities and Exchange Commission with copies of such exhibits upon request. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, Empire has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EMPIRE RESORTS, INC. Dated: January 13, 2004 By /s/ Robert A. Berman Robert A. Berman Chief Executive Officer