UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A 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. ------------------------------------------------------ (Exact name of registrant as specified in its charter) WEST VIRGINIA 0-1957 55-0457171 - ----------------------------- ------------------------ ------------------- (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 1415 FOURTH AVENUE HUNTINGTON, WEST VIRGINIA 25701 ------------------------------------------------------- (Address of Principal Executive Offices, Zip Code) Registrant's telephone number, including area code: (304) 525-8162 Item 4. Change in Registrant's Certifying Accountant. On July 29, 2002, Uptowner Inns, Inc. (the "Company") engaged Sullivan, Ware & Hall, PLLC, as its independent certified public accountants to audit the Company's financial statements for the fiscal year ended June 30, 2002. The Company engaged Sullivan, Ware & Hall, PLLC, after Diamond, Leftwich & Co. PLLC resigned. 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. Item 7. Exhibits (c) Exhibits. 16(iii) Letter from Sullivan, Ware & Hall, PLLC. 2 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. August 29, 2002 Uptowner Inns, Inc. By /s/ Carl E. Midkiff ------------------------ Carl E. Midkiff Chief Executive Officer 3