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 SEPTEMBER 30, 2001, 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) 525-8162 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 _______ ______ 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 September 30, 2001 ______ _______________________________ Common Stock - $.50 par value 1,583,563 shares - 1 - PART I: FINANCIAL INFORMATION ITEM 1: FINANCIAL STATEMENTS UPTOWNER INNS, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEET AT SEPTEMBER 30, 2001 and JUNE 30, 2001 ASSETS September 30, June 30, 2001 2001 (Unaudited) (a) Current Assets: Cash $ 145,596 $ 186,912 Accounts and notes receivable 51,379 72,830 Inventories 7,847 7,715 Prepaid expenses 28,896 48,392 Property held for sale 327,811 327,811 Total current assets 561,529 643,660 Property, Plant and Equipment: Land 1,529,252 1,519,252 Building and improvements 10,682,971 10,680,357 Furniture and equipment 2,765,296 2,761,410 Less accumulated depreciation and amortization 4,955,751 4,846,594 Property, plant and equipment - net 10,021,768 10,114,425 Other Assets: Deposits and other 208,287 141,837 Total Assets $ 10,791,584 $ 10,899,922 - 2 - UPTOWNER INNS, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEET AT SEPTEMBER 30, 2001 and JUNE 30, 2001 LIABILITIES AND STOCKHOLDERS' EQUITY September 30, June 30, 2001 2001 (Unaudited) (a) Current Liabilities: Accounts payable $ 220,093 $ 232,588 Accrued liabilities 191,352 200,484 Taxes other than Federal income taxes 339,245 313,480 Current portion of long-term debt 1,408,700 1,400,385 Total current liabilities 2,159,390 2,146,937 Long-Term Liabilities: Notes and mortgages payable 6,475,625 6,636,076 Total liabilities 8,635,015 8,783,013 Stockholders' Equity: Common stock - par value $.50 per share; authorized 5,000,000 shares; issued 1,583,563 shares 791,782 791,782 Additional paid-in capital 1,032,290 1,032,290 Retained earnings 332,497 292,837 Total stockholders' equity 2,156,569 2,116,909 Total Liabilities and Stockholders' Equity $10,791,584 $10,899,922 (a) Financial information as of June 30, 2001 has been derived from the audited, consolidated financial statements of the registrant. The accompanying notes to the consolidated financial statements are an integral part of these statements. - 3 - UPTOWNER INNS, INC. AND SUBSIDIARY CONSOLIDATED INCOME STATEMENT (UNAUDITED) For the three months ended September 30, 2001 and 2000 2001 2000 Revenues: Rooms $ 902,440 $ 1,002,953 Food and beverage 36,498 69,656 Telephone 7,315 15,484 Rents 54,337 54,403 Other 7,974 5,379 Total revenues 1,008,564 1,147,875 Costs and Expenses: Operating Departments: Cost of sales 39,862 60,958 Salaries and wages 242,807 258,413 Other 66,225 61,346 General and Administrative 61,739 85,029 Advertising 60,041 68,733 Utilities 66,117 67,364 Repairs and Maintenance 25,218 30,065 Interest 185,757 186,014 Taxes and licenses 93,686 104,864 Insurance 18,295 16,077 Depreciation and Amortization 109,157 104,903 Total costs and expenses 968,904 1,043,766 Operating income 39,660 104,109 Other Income: Interest income - 59 Total other income - 59 Net Income before Income Taxes 39,660 104,168 Income Taxes 0 0 Net Income $ 39,660 $ 104,168 Earnings per Share $ .03 $ .07 The accompanying notes to the consolidated financial statements are an integral part of these statements. - 4 - UPTOWNER INNS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) For the three months ended September 30, 2001 and 2000 2001 2000 <s> <c> <c> Cash Flows From Operating Activities: Net income $ 39,660 $ 104,168 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 109,157 104,903 (Increase) decrease in deposits (66,450) 3,616 (Increase) decrease in current assets: Accounts receivable 21,451 (67,808) Inventories (132) 8,713 Prepaid expenses 19,496 20,148 Increase (decrease) in current liabilities: Accounts payable (12,495) (129,566) Accrued liabilities (9,132) 173 Taxes other than Federal income tax 25,765 19,433 Total adjustments 87,660 (40,388) Net Cash Provided By Operating Activities $ 127,320 $ 63,780 - 5 - UPTOWNER INNS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) For the three months ended September 30, 2001 and 2000 2001 2000 <s> <c> <c> Cash Flows From Investing Activities: Capital Expenditures $ (16,500) $ (57,030) Net cash used in investing activities (16,500) (57,030) Cash Flows From Financing Activities: Loan proceeds 0 0 Payment on notes and mortgages (152,136) (97,105) Net cash used in financing activities (152,136) (97,105) Net Increase (Decrease) in Cash and Cash Equivalents (41,316) (90,355) Cash and Cash Equivalents at Beginning of Year 186,912 348,064 Cash and Cash Equivalents at End of Period $ 145,596 $ 257,709 Supplemental Disclosures of Cash Flow Information: Cash Paid During The Period For: Interest $ 174,286 $ 184,819 The accompanying notes to the consolidated financial statements are an integral part of these statements. - 6 - UPTOWNER INNS, AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2001 1. BASIS OF PRESENTATION 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. The results of operations for interim periods are not necessarily indicative of the results that may be expected for a full year or any other interim period. 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, 2001. - 7 - UPTOWNER INNS, AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2001 2. CONTINGENCY None. - 8 - UPTOWNER INNS, INC. AND SUBSIDIARY ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FORWARD-LOOKING STATEMENTS 	Certain matters disclosed herein may be deemed to be forward-looking statements that involve risks and uncertainties, including the facilities utilization, costs associated with maintaining the operations, liquidity issues, and other risks. Actual strategies and results in future time periods may differ materially from those currently expected. Such forward-looking statements represent management's judgment as of the current date. The Company disclaims, however, any intent of obligation to update such forward-looking statements. RESULTS OF OPERATION Due to the decline in the Huntington market, room revenues decreased 10.2%. The entire hotel market fell during this quarter and continued to fall after September 11. Much of this decline in the market specific to the registrant was due to a Pepsi Company strike that generated a great number of rooms during this same quarter in the previous year. The 47.6% decrease in food and beverage is attributed to the elimination of the Uptowner Inn restaurant facility in late August of 2000. The restaurant facility had been losing money for several years and a decision was made to close down the facility to help generate additional cash flow. Expenses are down 7.2% overall due to the decreased occupancy. The general and administrative decrease of 27.4% is primarily the result of less legal and accounting fees due to the settlement of cases during the year ended June 30, 2001. LIQUIDITY The liquidity, as measured by current assets divided by current liabilities, has slightly decreased from .30 at June 30, 2001 to ..26 at September 30, 2001. This decline is a result of continued under- utilization of the Uptowner Inn facility coupled with the costs necessary to maintain the operation. The Holiday Inn property continues to generate revenues that are sufficient to cash flow the Uptowner Inn facility. Management is currently evaluating alternatives for the Uptowner Inn facility, and expects to have a plan in place by the second quarter of the fiscal year ending June 30, 2002. CAPITAL RESOURCES The registrant has no plans at this time for any material commitments for capital expenditures. - 9 - UPTOWNER INNS, INC. AND SUBSIDIARY PART II: OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K a. Exhibits None b. The Company was not required to file Form 8-K for the quarter ended September 30, 2001. - 10 - 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/ Carl Midkiff, CEO and Secretary 		 September 27, 2002 		By /s/ David Robinson, Treasurer 		 September 27, 2002 - 11 -