United States securities and exchange commission logo
June 9, 2023
William P. Ruffa, Jr.
Principal
Ruffa & Ruffa, P.C.
20 West Park Ave., Suite 207
Long Beach, NY 11561
Re: NOBLE ROMAN'S, INC.
PREC14A filed June
1, 2023
Filed by BT Brands,
Inc. and Gary Copperud
File No. 000-11104
Dear William P. Ruffa:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
PREC14A filed June 1, 2023
General
1. The Schedule 14A cover
page that you have used for this filing has been replaced by a
more recent version.
Please use the updated cover page in future filings.
2. Please include the
names of the filing persons on the cover page.
3. Please confirm that the
Proponents will solicit the holders of shares representing at least
67% of the voting power
of shares entitled to vote on the election of directors. Please
include a statement to
that effect in the proxy statement or form of proxy. See Rule 14a-
19(a)(3).
4. Please include
disclosure regarding the fact that information about the
Company's nominee can
be found in the Company's proxy statement, which can be
accessed, without cost,
on the Commission's website. See Item 7(f) of Schedule 14A.
William P. Ruffa, Jr.
Ruffa & Ruffa, P.C.
June 9, 2023
Page 2
5. Please provide the disclosure required by Item 6(a) and (d) of
Schedule 14A.
6. Please fill in the missing contact information at the bottom of page
5.
7. On the proxy card, please indicate how the proxy will be voted on
Proposal 2 if no
direction is indicated.
Letter to Shareholders, page 2
8. We note the unqualified reference to a 90% reduction in shareholders'
equity, which
appears to overstate somewhat the decline. Please state more precisely
the percentage
reduction, or advise.
Reasons for Our Solicitation, page 7
9. We note the following statement on page 7: "Excluding government
grants, between 2015
and 2022, the Company experienced only one year where it earned net
income, yet in each
year during that period, except for 2018, the compensation of the two
senior executives
increased." Such disclosure appears to be inconsistent with the table
on page 8 that
indicates that the Mobleys' aggregate salary declined in both 2017 and
2018 and remained
flat in 2020. Please revise, or advise.
10. On page 9, please correct the reference to December 31, 2023, or
advise.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to David M. Plattner, Special Counsel, at
202-551-8094.
FirstName LastNameWilliam P. Ruffa, Jr. Sincerely,
Comapany NameRuffa & Ruffa, P.C.
Division of
Corporation Finance
June 9, 2023 Page 2 Office of
Mergers and Acquisitions
FirstName LastName