UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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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
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16.1 Letter to Securities and Exchange Commission
from Larry E. Nunn & Associates, L.L.C.,
dated March 5, 2007.
* * *
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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
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Paul W. Mobley
Chief Executive Officer and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
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16.1 Letter to Securities and Exchange Commission
from Larry E. Nunn & Associates, L.L.C.,
dated March 5, 2007.