UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
June 17, 2002
UPTOWNER INNS, INC.
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(Exact name of registrant as specified in its charter)
WEST VIRGINIA 0-1957 55-0457171
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
1415 FOURTH AVENUE
HUNTINGTON, WEST VIRGINIA 25701
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(Address of Principal Executive Offices, Zip Code)
Registrant's telephone number, including area code: (304) 525-8162
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Item 4. Changes in Registrant's Certifying Accountant.
Effective June 17, 2002, Uptowner Inns, Inc. (the "Company"), without
the approval of the Company's Board of Directors, dismissed its independent
public auditors, J.D. Cloud & Co. L.L.P. ("Cloud"). Cloud served as the
Company's independent certified public accountants pursuant to an engagement
letter dated July 13, 2001 and audited the Company's financial statements for
the fiscal year ended June 30, 2001, but was not retained by the Company to
audit the Company's financial statements for the fiscal year ended June 30,
2002. Cloud's reports on the consolidated financial statements of the Company
for the fiscal year ended June 30, 2001, did not contain any adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles. The Company's predecessor auditors,
Somerville & Company, P.L.L.C., issued unqualified opinions for the Company's
financial statements for the fiscal years ended June 30, 2000, and June 30,
1999. There have been no disagreements between the Company and Cloud on any
matter of accounting principles or practices, consolidated financial statement
disclosure or audit scope or procedure.
On June 17, 2002, the Company signed an engagement letter with Diamond,
Leftwich & Co. PLLC. On June 24, 2002, Diamond, Leftwich & Co. PLLC rescinded
the engagement letter. There were no disagreements between the Company and
Diamond, Leftwich & Co. PLLC on any matter of accounting principles or
practices, consolidated financial statement disclosure or audit scope or
procedure.
Cloud has indicated to the Company that it will respond fully to the
inquiries of the Company's successor accountant, and Cloud has provided a letter
addressed to the SEC, as required by Item 304(a)(3) of Regulation S-K, which
letter is contained as Exhibit 16(i) to this Form 8-K.
Item 7. Exhibits
(c) Exhibits.
16(i) - Letter from J.D. Cloud & Co. L.L.P. to SEC, as
required by Item 304(a)(3) of Regulation S-K.
16(ii) - Letter from Diamond, Leftwich & Co. PLLC to SEC, as
required by Item 304(a)(3) of Regulation S-K (to be filed by
amendment).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
July 17, 2002 Uptowner Inns, Inc.
By /s/ Carl E. Midkiff
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Carl E. Midkiff
Chief Executive Officer
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