UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                     FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(G) OF
THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER
SECTION 13 AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.

                                          Commission File Number    1-11556
                                                                  -------------

                                 Uni-Marts Inc.
        ----------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

              477 East Beaver Avenue, State College, PA 16801-5690
    ------------------------------------------------------------------------
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                    Common Stock, $0.10 Par Value Per Share
            --------------------------------------------------------
            (Title of each class of securities covered by this Form)

                                      None
         --------------------------------------------------------------
         (Titles of all other classes of securities for which a duty of
               file reports under section 13(a) or 15(d) remains)

         Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

              Rule 12g-4(a)(1)(i)   [X]           Rule12h-3(b)(1)(i)     [X]
              Rule 12g-4(a)(1)(ii)  [ ]           Rule 12h-3(b)(1)(ii)   [ ]
              Rule 12g-4(a)(2)(i)   [ ]           Rule 12h-3(b)(2)(i)    [ ]
              Rule 12g-4(a)(2)(ii)  [ ]           Rule 12h-3(b)(2)(ii)   [ ]
                                                  Rule 15d-6             [ ]

Approximate number of holders of record as of the certification or notice date:
                                                                          2
                                                                      ---------

         Pursuant to the requirements of the Securities Exchange Act of 1934.
Green Valley Acquisition Co., LLC (as successor to Uni-Marts Inc.) has caused
this certification/notice to be signed on its behalf by the undersigned duly
authorized person.


Date: June 30, 2004                         By: /s/ Paul Levinsohn
                                                --------------------------
                                                Paul Levinsohn, Manager