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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): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: JUNE 30, 2002
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[ ] 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.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
UPTOWNER INNS, INC.
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Full Name of Registrant
NOT APPLICABLE
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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)
[X] (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 of 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.
DUE TO THE RESIGNATION OF THE COMPANY'S AUDITORS, JD CLOUD & ASSOCIATES, IN
2001, THE COMPANY HAS BEEN UNABLE TO FILE ITS FORM 10-QS FOR FISCAL 2002. THE
COMPANY RECENTLY ENGAGED NEW AUDITORS WHO HAVE BEEN ASSISTING THE COMPANY WITH
PREPARING THE FORM 10-QS FOR FILING AND HAVE BEEN WORKING ON THE AUDIT OF THE
COMPANY'S 2002 FINANCIAL STATEMENTS. THE AUDIT HAS JUST BEEN COMPLETED, AND THE
COMPANY NEEDS ADDITIONAL TIME TO PREPARE ITS MANAGEMENT'S DISCUSSION AND
ANALYSIS AND OTHER SECTIONS OF THE FORM 10-K.
PART IV-- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
ELIZABETH LORD (304) 340-1390
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(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). [ ] Yes [X] No
FORM 10-QS FOR THE QUARTERS ENDED 9-30-01, 12-31-01, 3-31-02
(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.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date SEPTEMBER 30, 2002 By /s/ Carl Midkiff
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