SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20459 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR QUARTER ENDED MARCH 31, 2000, COMMISSION FILE NUMBER 0-1957 UPTOWNER INNS, INC. (Exact Name of Registrant as Specified in its Charter) West Virginia 55-0457171 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 1415 4th Avenue, Huntington, West Virginia		25701 (Address of Principal Executive Offices)	 (Zip Code) Registrant's Telephone Number, including area code (304) 525-7741 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. X Yes No _______ ______ Indicate the number of Shares outstanding of each of the Issuer's classes of Common Stock, as of the close of the period covered by this report. Class Outstanding at March 31, 2000 ______ _______________________________ Common Stock - $.50 par value 1,583,563 shares - 1 - UPTOWNER INNS, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEET March 31, 2000 and 1999 ASSETS March 31, March 31, June 30, 2000 1999 1999 (Unaudited) (Unaudited) Current Assets: Cash $ 401,319 $ 295,070 $ 322,663 Accounts and notes rec. 87,449 84,564 169,918 Inventories 11,103 13,082 11,197 Prepaid expenses 149,783 28,008 65,309 Total current assets 649,654 420,724 569,087 Investments and Funds: Notes receivable 82,031 78,394 0 Property, Plant and Equipment: Land 1,480,612 1,480,612 1,480,612 Building and improvements 10,706,673 10,701,839 10,448,165 Furniture and equipment 2,796,158 2,459,536 2,512,955 Less accumulated depreciation and amortization 4,305,967 3,866,327 3,986,965 Property, plant and equipment - net 10,677,476 10,775,660 10,454,767 Other Assets: Deposits and other 39,449 133,750 117,896 Total Assets $ 11,448,610 $ 11,408,528 $ 11,141,750 - 2 - UPTOWNER INNS, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEET March 31, 2000 and 1999 LIABILITIES AND STOCKHOLDERS' EQUITY March 31, March 31, June 30, 2000 1999 1999 (Unaudited) (Unaudited) Current Liabilities: Accounts payable $ 684,460 $ 603,707 $ 271,295 Accrued liabilities 169,601 102,702 179,605 Taxes other than Federal income taxes 377,822 207,265 312,513 Current portion of long-term debt 1,265,006 1,031,925 1,265,006 Total current liabilities 2,496,889 1,945,599 2,028,419 Long-Term Liabilities: Notes and mortgages payable 6,783,752 7,161,606 6,913,472 Total liabilities 9,280,641 9,107,205 8,941,891 Stockholders' Equity: Common stock - par value $.50 per share; authorized 5,000,000 shares; issued 1,583,563 shares 791,782 791,782 791,782 Additional paid-in capital 1,032,290 1,032,290 1,032,290 Retained earnings 343,897 477,251 375,787 Total stockholders' equity 2,167,969 2,301,323 2,199,859 Total Liabilities and Stockholders' Equity $11,448,610 $11,408,528 $11,141,750 - 3 - UPTOWNER INNS, INC. AND SUBSIDIARY CONSOLIDATED INCOME STATEMENT (UNAUDITED) For the Nine Periods Ended March 31, 2000 Three Months Ended Nine Months Ended 3/31/00 3/31/99 3/31/00 3/31/99 Revenues: Rooms $ 764,007 $ 671,299 $ 2,495,004 $ 1,845,271 Food and beverage 88,442 77,287 281,446 256,963 Telephone 14,231 9,257 42,565 28,471 Other 5,905 7,369 24,353 47,836 Rents 57,157 60,654 161,674 178,690 Total revenues 929,742 825,866 3,005,042 2,357,231 Costs and Expenses: Cost of sales 58,608 49,907 169,622 147,839 Salaries and wages 234,886 187,925 760,720 615,386 Other 59,520 71,732 223,560 218,701 General and Admin. 108,833 73,368 226,225 143,029 Advertising 49,619 22,951 181,093 42,018 Utilities 57,809 54,277 177,160 138,305 Repairs and Maint. 21,756 21,736 98,112 62,959 Interest 184,192 178,942 546,387 495,223 Taxes and licenses 101,912 64,082 300,668 177,578 Insurance 16,077 24,560 41,752 74,388 Depreciation and Amor 106,882 96,623 324,231 247,868 Total costs and exp. 1,000,094 846,103 3,049,530 2,363,294 Operating loss (70,352) (20,237) (44,488) (6,063) Other Income: Interest income 1,156 1,744 4,589 3,077 Gain on sale of assets 0 6,000 0 217,929 Total other income 1,156 7,744 4,589 221,006 Net Income (Loss) before Taxes (69,196) (12,493) (39,899) 214,943 Income Taxes 0 0 0 0 Net Income (Loss) (69,196) (12,493) (39,899) 214,943 Earnings per Share (.04) (.01) (.03) .14 - 4 - UPTOWNER INNS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) For the periods of nine months ended March 31, 2000 and 1999 2000 1999 Cash Flows From Operating Activities: Net income (loss) $ (39,899) $ 214,943 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 324,231 247,868 Gain on sale of assets 0 (217,929) (Increase) decrease in deposits (3,742) (4,463) (Increase) decrease in current assets: Accounts receivable 438 (55,838) Inventories 94 (5,720) Prepaid expenses 5,715 23,542 Increase (decrease) in current liabilities: Accounts payable 92,620 86,120 Notes payable 0 (34,000) Accrued liabilities (10,004) (43,107) Taxes other than Federal income tax 65,309 6,866 Total adjustments 474,661 3,339 Net Cash Provided By Operating Activities $ 434,762 $ 218,282 - 5 - UPTOWNER INNS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) For the periods of nine months ended March 31, 2000 and 1999 2000 1999 Cash Flows From Investing Activities: Proceeds from sale of real estate $ 0 $ 246,625 Collection of note 0 6,106 Paid for operational assets and other (226,386) (564,949) Net cash used in investing activities (226,386) (312,218) Cash Flows From Financing Activities: Loan proceeds 116,400 476,556 Payment on notes and mortgages (246,120) (177,115) Net cash provided by (used in) financing activities (129,720) 299,441 Net Increase in Cash and Cash Equivalents 78,656 205,505 Cash and Cash Equivalents at Beginning of Year 322,663 90,015 Cash and Cash Equivalents at End of Period 401,319 295,520 Supplemental Disclosures of Cash Flow Information: Cash Paid During The Period For: Interest 515,820 512,595 Income taxes - 6 - UPTOWNER INNS, AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS March 31, 2000 The financial statements presented reflect Uptowner Inns, Inc. and its consolidated subsidiary, Motel and Restaurant Supply. The foregoing statements are unaudited; however, in the opinion of management, all adjustments (comprising only normal recurring accruals) necessary for a fair presentation of the financial statements have been included. A summary of the Corporation's significant accounting policies is set forth in Note 1 to the Consolidated Financial Statements in the Corporation's Annual Report to shareholders and Form 10-K for June 30, 1999. - 7 - UPTOWNER INNS, INC. AND SUBSIDIARY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS March 31, 2000 Due to the Holiday Inn Motel and Suites operating for all of the current nine months, the room revenues continue to show a significant increase (35%). Telephone revenues are up 49.5% due to the full operation for 2000. The 9.5% increase in food and beverage is attributed to the restructuring of the Uptowner Inn facility. Rents continue to decrease slightly due to the disposal of some rental properties. Expenses are up 29% overall due to the full operation of the new facility and the increased revenue. Some changes in personnel have increased the payroll costs and the beginning of efforts to improve the older facility has caused increases in repairs and maintenance. The general and administrative increase of 58% is primarily the result of higher revenues. The liquidity has slightly improved from .24 at June 30, 1999 to .26 at March 31, 2000. At December 31, 1999, liquidity measured .27. Liquidity has been a major issue for several years and will likely continue as a problem area due to the under-utilization of the Uptowner facility and the costs needed to maintain that operation. Management is currently researching alternatives for the Uptowner facility, and hopes to have a plan in place by the first quarter of 2001. - 8 - SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) UPTOWNER INNS, INC. By /s/ Violet Midkiff, President 		 January 22, 2001 		By /s/ James R. Camp, T Treasurer 		 January 22, 2001 - 9 -