Noble Roman : Non-Reliance on Previously Issued Financial Report - Form 8-K

Item 4.02 Non-Reliance On Previously Issued Financial Statements Or A Related Audit Report Or Completed Interim Review.

On May 8, 2024, management of Noble Roman's, Inc. (the "Company") and Assurance Dimensions, its registered independent public accounting firm, agreed that the Company's previously issued financial statements in its Annual Report on Form 10-K for the year ended December 31, 2022 (the "Prior Statements") should be restated to correct an error from prior periods that was reflected in the opening balance sheet for that year. Accordingly, the Prior Statements should no longer be relied upon. The error related to years prior to 2020 and was carried forward to 2022. This error affected accounts payable and accumulated deficit in the consolidated balance sheets. Specifically, the Company's accounts payable and accumulated deficit were understated. Below is a comparison of the previously reported amounts compared to the restated amounts:

Balance Sheet as of December 31, 2022

		As Filed			As Restated
Total current assets		$	3,032,303			$	3,032,303
Net property and equipment			4,713,208				4,713,208
All other assets			10,597,687				10,597,687
Total assets			18,343,198				18,343,198
Accounts payable and accrued expenses			650,582				1,807,035
All other current liabilities			1,665,831				1,665,831
Total current liabilities			2,316,413				3,472,866
Long-term liabilities			14,160,123				14,160,123
Common stock			24,819,736				24,819,736
Accumulated deficit			(22,953,074	)			(24,109,527	)
Total liability and stockholders equity		$	18,343,198			$	18,343,198

The Company has determined to correct the error by restating the Prior Statements in its Annual Report on Form 10-K for the year ended December 31, 2023, which the Company anticipates filing as soon as practicable upon completion of the audit process. The correction will also restate a fraction of the interest expense reported in 2022 which the Company had previously recorded in 2023.

Management evaluated its prior conclusions regarding the effectiveness of the Company's disclosure control and procedures and internal control over financial reporting. Based on that evaluation, management has concluded that this matter resulted from material weaknesses in the Company's internal control over financial reporting.

The Company's management has discussed with Assurance Dimensions and Somerset CPAs (the prior auditor) the matters disclosed herein.

Forward-Looking Statements

Certain statements contained in this Current Report on Form 8-K are forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) relating to the Company that are based on the beliefs of the management of the Company, as well as assumptions and estimates made by and information currently available to the Company's management. The Company's actual results in the future may differ materially from those indicated by the forward-looking statements due to risks and uncertainties that exist in the Company's operations and business environment, including the factors discussed under "Risk Factors" contained in the Company's most recent Annual Report on Form 10-K and other filings with the Securities and Exchange Commission from time to time. Should one or more of these risks or uncertainties materialize, or should underlying assumptions or estimates prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended.

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