SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported) January 14, 1998
NOBLE ROMAN'S, INC.
(Exact name of registrant as specified in its charter)
INDIANA 0-11104 35-1281154
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
ONE VIRGINIA AVENUE, SUITE 800
INDIANAPOLIS, INDIANA 46204
(Address of principal executive officers) (Zip Code)
Registrant's telephone number, including area code (317) 634-3377
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Item 4. Changes in Registrant's Certifying Accountant
The Board of Directors of Noble Roman's, Inc. (the "Registrant")
determined to replace KPMG Peat Marwick LLP ("KPMG") as the
Registrant's independent auditors for the year ended December 31, 1997.
KPMG confirmed that its client-auditor relationship with Registrant
ceased on November 13, 1997. The KPMG audit reports on the
consolidated financial statements of the Registrant as of and for the
two years ended December 31, 1996, did not contain an adverse opinion
or a disclaimer of opinion, and were not qualified or modified as to
audit scope or accounting principles but were qualified as to
uncertainty as to the Company's ability to continue as a going concern
due to the Company's loss, accumulated deficit and the default on its
long-term debt. During the two-year period ended December 31, 1996 and
through the period ended November 13, 1997, there was no disagreement
between the Registrant and KPMG on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or
procedure, which disagreement if not resolved to the satisfaction of
KPMG, would have caused it to make reference to the subject matter of
such disagreement in connection with its report.
Registrant has authorized KPMG to respond fully to the inquiries of the
successor independent auditor concerning the subject matter of each of
the adjustments. During the two years ended December 31, 1996, and
through November 13, 1997, the independent auditor expected to be
retained to replace KPMG has not been engaged by Registrant for any
auditing work or consulting on any matter.
<PAGE>
Signatures
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: January 14, 1998. NOBLE ROMAN'S, INC.
By: /s/ Paul W. Mobley
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Paul W. Mobley, Chairman and
Chief Executive Officer
By: /s/ Mitchell E. Katz
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Mitchell E. Katz
(Chief Financial Officer)
