<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
   
                                    FORM 10-Q/A
    

(Mark One)
         [X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                          OF THE SECURITIES ACT OF 1934

For quarterly period ended March 31, 1999

                                       OR

         [  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                        to                        
                               ----------------------    -----------------------
Commission File Number:  333-61433

                                EPIC RESORTS, LLC
             (Exact name of registrant as specified in its charter)

               DELAWARE                                    23-2888968
    (State or other jurisdiction of                     (I.R.S. employer
    incorporation or organization)                    identification no.)

        1150 FIRST AVENUE, SUITE 900                         19407
             KING OF PRUSSIA, PA                           (Zip Code)
  (Address of principal executive offices)

                                 (610) 992-0100
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
              (Former name, former address and former fiscal year,
                         if changed since last report)

--------------------------------------------------------------------------------

         Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No



         As of March 31, 1999, 1,118,000 membership interests of the registrant
were outstanding.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


<PAGE>

                                         PART I. - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.


<TABLE>
<CAPTION>
                                                EPIC RESORTS, LLC
                                           CONSOLIDATED BALANCE SHEETS
                                                     (UNAUDITED)
                                                                                               March 31,          December 31, 
                                                                                                 1999                  1998
                                                                                                 ----                  ----
<S>                                                                                       <C>                  <C>             
                                         ASSETS
                                         ------

Cash and cash equivalents                                                                 $     11,994,000     $     16,095,000

Cash in escrow                                                                                   8,779,000            8,586,000

Investment in residual interests                                                                17,356,000           15,223,000

Mortgages receivable, net of allowance of $1,523,000 and  $991,000 as of March 31, 1999         16,598,000           11,771,000
and December 31, 1998, respectively

Inventory                                                                                       71,583,000           73,042,000

Property and equipment, net                                                                     12,986,000           11,909,000

Deferred financing costs, net                                                                    6,347,000            6,823,000

Other assets                                                                                     3,812,000            3,324,000
                                                                                          ----------------     ----------------
                                                                                          $    149,455,000     $    146,773,000
                                                                                          ----------------     ----------------
                                                                                          ----------------     ----------------
             Total assets

                            LIABILITIES AND MEMBER'S EQUITY
                            -------------------------------

Accounts payable                                                                          $      1,550,000     $      1,154,000

Accrued expenses                                                                                   653,000            1,743,000

Accrued interest payable                                                                         4,961,000              736,000

Advance deposits                                                                                    94,000               76,000

Deferred revenue                                                                                   405,000              268,000

Notes payable                                                                                      620,000              621,000

Senior secured notes payable                                                                   127,530,000          127,432,000
                                                                                          ----------------     ----------------

             Total liabilities                                                                 135,813,000          132,030,000
                                                                                          ----------------     ----------------

Commitments and contingencies                                                                      --                   --

Warrants                                                                                         2,757,000            2,757,000

Member's equity                                                                                 10,885,000           11,986,000
                                                                                          ----------------     ----------------

             Total liabilities and member's equity                                        $    149,455,000     $    146,773,000
                                                                                          ----------------     ----------------
                                                                                          ----------------     ----------------
</TABLE>

    The accompanying notes and management assumptions are an integral part of
                          these financial statements.

                                       3
<PAGE>

                                EPIC RESORTS, LLC
                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS



   
<TABLE>
<CAPTION>
                                                            For the Three Months Ended March 31
                                                                   1999              1998
                                                                   ----              ----
<S>                                                         <C>                 <C>            
Revenue:
    Sales of vacation ownership interests                   $     15,651,000    $     7,413,000
    Resort operations                                              3,450,000          1,497,000
    Gain on sales of receivables                                   1,780,000                 --
    Other  income                                                    720,000          1,199,000
                                                            ----------------         ----------

                                                                  21,601,000         10,109,000
                                                            ----------------         ----------

Costs and expenses:

    Cost of sales of vacation ownership interests                  3,127,000          1,795,000
    Resort operations                                              3,680,000            938,000
    Selling and marketing costs                                    6,648,000          2,903,000
    General and administrative                                     3,298,000            793,000
    Provision for doubtful accounts                                  735,000            327,000
    Depreciation                                                     212,000            198,000
    Financing and closing costs                                      140,000            222,000
    Interest expense                                               4,799,000          1,017,000
                                                            ----------------    ---------------

                                                                  22,639,000          8,194,000
                                                            ----------------    ---------------

(Loss) income before minority interest                            (1,038,000)         1,915,000

Minority interest                                                         --            543,000
                                                            ------------------  ---------------

Net (loss) income                                           $     (1,038,000)   $     1,372,000
                                                            ------------------  ---------------
                                                            ------------------  ---------------
</TABLE>
    

  The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>

                                EPIC RESORTS, LLC
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                              For the three months ended

                                                                                                       March 31,

                                                                                                1999              1998
                                                                                                ----              ----
<S>                                                                                           <C>           <C>              
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income (loss)                                                                         $ (1,038,000) $       1,372,000
    Adjustments to reconcile net income (loss) to net cash used in operating activities-
          Depreciation                                                                             212,000            198,000
          Amortization of financing costs                                                          573,000             43,000
          Provision for doubtful accounts                                                          735,000            327,000
          Gain on sales of receivables                                                          (1,780,000)                --
          Minority interest                                                                             --            543,000
          Change in assets and liabilities--
              Mortgages receivable                                                             (10,896,000)        (3,738,000)
              Inventory of vacation ownership intervals                                          1,459,000            731,000
              Other assets                                                                        (488,000)          (491,000)
              Accounts payable                                                                     396,000           (167,000)
              Accrued expenses                                                                  (1,090,000)            159,000
              Accrued interest payable                                                           4,225,000            (56,000)
              Advance deposits                                                                      18,000            216,000
              Deferred revenue                                                                     137,000                 --
                                                                                          ----------------   ----------------
                Net cash used in operating activities                                           (7,537,000)          (863,000)
                                                                                          ----------------   ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of property and equipment                                                         (1,288,000)           (223,000)
    Investment in residual interests                                                           (2,133,000)                 --
                                                                                          ----------------   ----------------


                Net cash used in investing activities                                          (3,421,000)           (223,000)
                                                                                          ----------------   ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from notes payable                                                                         --          5,340,000
    Payments on notes payable                                                                       (1,000)        (3,908,000)
    Payment of deferred financing costs                                                                 --           (559,000)
    Interest escrows                                                                              (193,000)          (149,000)
    Proceeds from sales of receivables                                                           7,121,000                 --
    Contributions from sole member                                                                      --            163,000
    Distributions to sole member                                                                   (70,000)                --
                                                                                          ----------------   ----------------
                Net cash provided by financing activities                                        6,857,000            887,000
                                                                                          ----------------   ----------------
NET DECREASE IN CASH AND CASH EQUIVALENTS                                                       (4,101,000)          (199,000)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                                  16,095,000            248,000
                                                                                          ----------------   ----------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                                  $     11,994,000  $          49,000
                                                                                          ----------------   ----------------
                                                                                          ----------------   ----------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

                  Interest paid                                                           $          1,000  $       1,005,000
                                                                                          ----------------   ----------------
                                                                                          ----------------   ----------------
</TABLE>



The accompanying notes are an integral part of these financial statements

                                       5
<PAGE>

                                EPIC RESORTS, LLC

                 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                    THREE MONTHS ENDED MARCH 31, 1999 AND 1998


1.       BASIS OF PRESENTATION:

         The consolidated financial statements have been prepared by the
Registrant, pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the Registrant believes that the disclosures are adequate
to make the information presented not misleading. It is suggested that these
consolidated financial statements be read in conjunction with the audited
financial statements and the notes thereto included in the Registrant's latest
annual report on Form 10-K. In the opinion of the Registrant, all adjustments,
consisting only of normal recurring adjustments, necessary to present fairly the
consolidated financial position and the consolidated results of its operations
and its cash flows, have been included. The results of operations for such
interim periods are not necessarily indicative of the results for the full year.

2. NATURE OF BUSINESS:

         Epic Resorts, LLC (a sole-member Delaware Limited Liability Company)
and its wholly-owned subsidiaries (the "Company") generate revenue from the sale
and financing of vacation ownership interests in its resorts. Customers acquire
the right to use a fully-furnished vacation residence, generally for a one-week
period each year, in perpetuity ("Vacation Ownership Interests"). The Company's
principal operations consist of (i) acquiring, developing and operating vacation
ownership resort locations, (ii) marketing and selling Vacation Ownership
Interests in its resorts, and (iii) providing customer financing to individual
purchasers of Vacation Ownership Interests at its resorts. The Company also
generates income from the transient rental of resort accommodations.

         Beginning in the first quarter of 1999, the Company began selling
membership interests into Epic Vacation Club (the "Club"), a Delaware nonprofit
mutual benefit corporation formed in 1998, at all of its resorts. The Club was
formed for the specific purpose of owning and managing the real property
conveyed to it by the Company and its resort subsidiaries. The Club provides
purchasers significant flexibility in their vacation planning, a wider variety
of vacation options and easier access to the Company's network of resorts. The
Club sells points, which entitle the customer to reserve units at any of the
Company's six resorts in increments as short as one day. The number of
points required to stay one day at one of the Company's resorts varies depending
upon the particular resort, the size of the unit, the season and the day of the
week.

3. RELATED PARTY TRANSACTIONS:

         The Company has accrued $1,071,000 and $829,000 as of March 31, 1999
and December 31, 1998, respectively, as a receivable from various homeowners'
associations at its resorts. The Company generally accrues receivables from
homeowners' associations for management fees and certain other expenses paid on
behalf of the homeowners' associations. This receivable is included in other
assets in the accompanying consolidated balance sheets.

4. SEGMENT AND GEOGRAPHIC INFORMATION:

         The Company operates in one industry segment, which includes the 
development, acquisition, marketing, selling, financing, and management of 
vacation ownership resorts. The Company does not operate outside of the 
United States. The Company's customers are not concentrated in any specific 
geographic region and no single customer accounts for a significant amount of 
the Company's sales.

                                       6


<PAGE>
                                   SIGNATURES
   
         Pursuant to the requirements of the Securities Exchange Act of 1934, 
the Registrant has duly caused this amendment to its quarterly report on 
Form 10-Q to be signed on its behalf by the undersigned thereunto duly 
authorized.
    
                                      EPIC RESORTS, LLC


   
Dated:         MAY 14, 1999               By:  /s/ Scott J. Egelkamp
      ----------------------------           -----------------------------------
    
                                          Scott J. Egelkamp
                                          President and Chief Financial Officer
                                          (Duly Authorized Principal Financial
                                          Officer)