-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BuCZ8MLXQSc5yPeOqvM4datVDL0a75GCjQrKoOXmrm4DpC/mImCuO/3M3qaeacDk lu5jeau78PKYujFin0O0Og== 0000926274-07-000016.txt : 20070423 0000926274-07-000016.hdr.sgml : 20070423 20070306141713 ACCESSION NUMBER: 0000926274-07-000016 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070306 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070306 DATE AS OF CHANGE: 20070308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOBLE ROMANS INC CENTRAL INDEX KEY: 0000709005 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 351281154 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-11104 FILM NUMBER: 07674274 BUSINESS ADDRESS: STREET 1: ONE VIRGINIA AVE STREET 2: STE 800 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 BUSINESS PHONE: 3176343377 MAIL ADDRESS: STREET 1: ONE VIRGINIA AVENUE STREET 2: SUITE 800 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 8-K/A 1 nr-3078ka.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------- FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 6, 2007 NOBLE ROMAN'S, INC. (Exact name of Company as specified in its charter) Indiana 0-11104 35-1281154 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) One Virginia Avenue, Suite 800 Indianapolis, Indiana 46204 (Address of principal executive offices) (Zip Code) (317) 634-3377 (Company's telephone number, including area code) Not applicable (Former name or former address if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) EXPLANATORY NOTE On February 28, 2007, Noble Roman's, Inc. (the "Company") filed a current report on Form 8-K to report the resignation of its principal independent accountants and the appointment of a new firm to act as its principal independent accountants. The Company is filing this Form 8-K/A to replace the letter attached as Exhibit 16.1 to the Form 8-K filed on February 28, 2007. Although the information contained in this Form 8-K/A amends and restates in its entirety the information contained in Item 4.01 of the Form 8-K filed on February 28, 2007, the only modifications were to implement the above-described replacement. Item 4.01 Changes in Registrant's Certifying Accountant. (a) Effective as of February 23, 2007, Larry E. Nunn & Associates, L.L.C., resigned as the principal independent accountants of Noble Roman's, Inc. (the "Company"). Larry E. Nunn & Associates, L.L.C. informed the Company that it was resigning because it had exited the business of auditing financial statements of public companies. The reports of the former independent accountants, Larry E. Nunn & Associates, L.L.C., for the Company's past two fiscal years, contained no adverse opinion or disclaimer of opinion or was qualified or modified as to uncertainty, audit scope or accounting principles. During the Company's most two most recently completed fiscal years and the subsequent interim period preceding the date hereof, there were no disagreements with the former accountants on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the former accountants would have caused it to make reference to the subject matter of the disagreements in connection with its report. During the Company's most recent fiscal year and any subsequent interim period preceding the date hereof, there were no reportable events (as described in paragraph 304(a)(1)(v) of Regulation S-K). The Company has provided a copy of this disclosure to Larry E. Nunn & Associates, L.L.C. prior to the filing of this Form 8-K and has requested that they furnish the Company with a letter addressed to the Securities Exchange Commission stating whether it agrees with the statements made by the Company herein, and, if not, stating the respects in which they do not agree. A copy of the letter dated March 5, 2007, furnished by Larry E. Nunn & Associates, L.L.C. is filed as Exhibit 16.1 to this current report on Form 8-K. (b) Effective as of February 23, 2007, the Company engaged Somerset CPAs, P.C. as its principal independent accountants to audit the financial statements of the Company. The change in the Company's independent accountants was approved by the Company's Board of Directors. During the Company's two most recent fiscal years, and any subsequent period prior to engaging Somerset CPAs, P.C., neither the Company nor, to the best of the Company's knowledge, anyone acting on the Company's behalf, consulted Somerset CPAs, P.C. regarding either (i) the application of accounting principles to a specified transaction, either 2 completed or proposed; or the type of audit opinion that might be rendered on the Company's financial statements, and either a written report was provided to the Company or oral advice was provided that the new accountant concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was subject of a disagreement with the former accountant or a reportable event (as described in paragraph 304(a)(1)(v) of Regulation S- K). Item 9.01 Financial Statements and Exhibits. (c) The following exhibits are filed as part of this report: Exhibit Number Description -------------- ----------- 16.1 Letter to Securities and Exchange Commission from Larry E. Nunn & Associates, L.L.C., dated March 5, 2007. * * * 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: March 6, 2007 NOBLE ROMAN'S, INC. By: /s/ Paul W. Mobley ----------------------------- Paul W. Mobley Chief Executive Officer and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description -------------- ----------- 16.1 Letter to Securities and Exchange Commission from Larry E. Nunn & Associates, L.L.C., dated March 5, 2007. EX-16.1 2 ex16-1.txt Exhibit 16.1 March 5, 2007 Securities and Exchange Commission450 Fifth Street, N.W. Washington, DC 20549 Re: Noble Roman's, Inc. Dir Sir or Madam: We have received a copy of the disclosures made by Noble Roman's, Inc. (the "Company") in its current report on Form 8-K filed with the Securities and Exchange Commission on February 28, 2007. We agree with the statements made by the Company in Item 4.01(a) of such Form 8-K relating to our resignation as the Company's principal independent accountants. Very truly yours, /s/ Larry E. Nunn & Associates, LLC Larry E. Nunn & Associates, LLC CORRESP 3 filename3.txt March 6, 2007 VIA EDGAR AND OVERNIGHT MAIL Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Effie Simpson Re: Noble Roman's, Inc. - Form 8-K filed February 28, 2007 File No.: 0-11104 Dear Ms. Simpson: We are in receipt of your letter dated March 2, 2007 regarding the Form 8-K filed February 28, 2007 by Noble Roman's, Inc., an Indiana corporation (the "Company"). We have set forth below the Staff comment in the comment letter followed by our response to the comment. Exhibit 16: - ---------- 1. Please file an amended Form 8-K that includes all the information you included in Form 8-K filed on February 28, 2007 that includes a letter from your former accountant, indicating whether or not they agree with your disclosures in the Form 8-K, as opposed to the resignation letter you provided. Response: - -------- We have filed today an amended Form 8-K that includes the all of the information in the previously filed Form 8-K together with a letter from the Company's former accountant, filed as Exhibit 16.1 to the amended Form 8-K, indicating that the former accountant agrees with the Company's disclosures in the Form 8-K. Other: - ----- 2. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require. Since the company and its management are in possession of all facts relating to the company's disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that o the company is responsible for the adequacy and accuracy of the disclosure in the filings; Rolaine Bancroft January 16, 2007 Page 2 o staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and o the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing. Response: - -------- The Company acknowledges that: (1) it is responsible for the adequacy and accuracy of the disclosures in its filings; (2) staff comments or changes to disclosure in response to staff comments in the Company's filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and (3) the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. * * * We trust the foregoing adequately addresses the comments in your letter dated March 2, 2007 but if you have any further questions or comments, please contact me at (317) 634-3377. Thank you in advance for your customary courtesies. Very truly yours, Noble Roman's, Inc. /s/ Paul W. Mobley, Paul W. Mobley, Chief Executive Officer and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----