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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                                                        0-1957
                                   FORM 12b-25
                           NOTIFICATION OF LATE FILING

(Check One):  [ ] Form 10-K    [ ] Form 20-F     [ ] Form 11-K     [X] Form 10-Q
              [ ] Form N-SAR


For Period Ended:  DECEMBER 31, 2002  [ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR
For the Transition Period Ended:
                                 -------------------------------

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  Read Instruction (on back page) Before Preparing Form. Please Print or Type.

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    NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
                   VERIFIED ANY INFORMATION CONTAINED HEREIN.

===============================================================================


If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
- -------------------------------------------------------------------------------

                        PART I -- REGISTRANT INFORMATION

                               UPTOWNER INNS, INC.
- -------------------------------------------------------------------------------
                             Full Name of Registrant


                                 NOT APPLICABLE
- -------------------------------------------------------------------------------
                            Former Name if Applicable

                                 1415 4TH AVENUE
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            Address of Principal Executive Office (Street and Number)

                         HUNTINGTON, WEST VIRGINIA 25701
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                            City, State and Zip Code





                       PART II -- RULES 12B-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

        (a)       The reasons described in reasonable detail in Part III of this
                  form could not be eliminated without unreasonable effort or
                  expense;

[X]     (b)       The subject annual report, semi-annual report, transition
                  report on Form 10-K, Form 20-F,11-K or Form N-SAR, or portion
                  thereof, will be filed on or before the fifteenth calendar day
                  following the prescribed due date; or the subject quarterly
                  report or transition report on Form 10-Q, or portion thereof
                  will be filed on or before the fifth calendar day following
                  the prescribed due date; and

        (c)       The accountant's statement or other exhibit required by Rule
                  12b-25(c) has been attached if applicable.



                              PART III -- NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report portion thereof, could not be filed within the
prescribed time period.

THE COMPANY'S CHIEF FINANCIAL OFFICER IS OUT OF THE COUNTRY, AND AFTER REPEATED
ATTEMPTS, THE COMPANY HAS BEEN UNABLE TO REACH HIM FOR REVIEW AND SIGNATURE OF
THE FORM 10-Q.

                           PART IV-- OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
notification

ELIZABETH LORD                  (304)                         340-1390
- -------------------------------------------------------------------------------
(Name)                          (Area Code)                   (Telephone Number)



(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). [X] Yes   [ ] No

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

(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[ ] Yes   [X] No

If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

                                                UPTOWNER INNS, INC.
                                   --------------------------------------------
                                   (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date  FEBRUARY 14, 2003                      By  /S/ CARL MIDKIFF
      -----------------                          ------------------------------