Item 4.01 Changes in Registrant's Certifying Accountant.
Somerset CPA's, P.C. ("Somerset") has informed Noble Roman's, Inc. (the
"Registrant") that it will not seek re-appointment as the Registrant's auditor
for 2023 because in connection with an acquisition of certain assets of Somerset
in 2023, Somerset agreed to not seek re-appointment with any company with a
class of securities registered under Section 12 of the Securities Exchange Act
of 1933, as amended, which would include the Registrant. Somerset had served as
the Registrant's auditor since 2007. The board of directors of the Registrant is
evaluating alternative independent accountants to serve as the Registrant's
auditor for 2023.
Somerset's report on the consolidated balance sheets of the Registrant and
subsidiaries as of December 31, 2022 and 2021, the related consolidated
statements of operations, changes in stockholders' equity and cash flows for
each of the three years in the period ended December 31, 2022, and the related
notes, did not contain any adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope, or accounting
principles. During the fiscal years ended December 31, 2022 and 2021, and the
subsequent interim period through the date hereof, there were: (i) no
disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the
related instructions between the Registrant and Somerset on any matters of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure which, if not resolved to Somerset's satisfaction, would have
caused Somerset to make reference thereto in their reports; and (ii) no
"reportable events" within the meaning of Item 304(a)(1)(v) of Regulation S-K.
The Registrant has requested that Somerset furnish a letter addressed to the
Securities and Exchange Commission stating whether or not it agrees with the
above statements. A copy of Somerset's letter, dated April 20, 2023, is filed as
Exhibit 16.1 to this Form 8-K.]
Item 9.01 - Financial Statements and Exhibits.
(d) The following exhibits are filed as part of this report:
Exhibit Number Description
16.1 Letter of Somerset CPA's, P.C. dated April 20, 2023
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