UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~December 30, 2015

COLT DEFENSE LLC

COLT FINANCE CORP.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

		32-0031950
333-171547		27-1237687
(Registration Number)		(IRS Employer Identification Number)

547 New Park Avenue, West Hartford, CT		06110
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (860) 232-4489

Not applicable (Former name or former address, if changed since last report)

(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 registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 84.01 ~~Other~~.Changes ~~Events~~in Registrant’s Certifying Accountant.

~~Modified~~(a) Dismissal ~~SEC~~of ~~Reporting~~Independent Registered Public Accountant

AsOn ~~previously reported, on June~~December 1430, 2015, Colt Defense LLC (~~“Colt~~the ~~Defense” and together with Colt Finance Corp.,~~ “~~Colt”) and Colt Holding~~ Company ~~LLC and certain of their subsidiaries and affiliates (collectively, the “Debtors~~”) ~~filed~~dismissed ~~voluntary~~PricewaterhouseCoopers ~~petitions~~LLP ~~for relief under chapter 11 of title 11 of the United States Code~~ (~~the~~ “~~Bankruptcy Code~~PwC”) inas ~~the~~its ~~United~~independent ~~States~~registered ~~Bankruptcy~~public ~~Court~~accounting ~~for the District of Delaware (the “Bankruptcy Court”)~~firm. The ~~Debtors~~decision ~~are continuing~~ to ~~manage~~dismiss ~~their~~PwC ~~properties~~was ~~and~~effective ~~operate~~on ~~their~~December 30, ~~businesses~~2015, asafter ~~debtors-in-possession~~being ~~under~~recommended ~~the~~by ~~jurisdiction of~~ the ~~Bankruptcy~~Company’s ~~Court~~audit committee and inapproved ~~accordance~~by ~~with~~ the ~~applicable~~Company’s ~~provisions~~board of ~~the~~directors ~~Bankruptcy Code and the orders of the Bankruptcy Court. The chapter 11 cases~~ (the “~~Chapter 11 Cases~~Board”) ~~are being jointly administered by the Bankruptcy Court in the proceeding “In re Colt Holding Company LLC, et al~~.~~”, Case No. 15-11296.~~

AsThe ~~previously~~report ~~reported,~~of ~~during~~PwC ~~the~~on ~~pendency of~~ the ~~Chapter~~Company’s 11consolidated ~~Cases,~~financial ~~Colt~~statements ~~has~~for ~~adopted~~the afiscal ~~modified~~year ~~reporting~~ended ~~program~~December 31, ~~with~~2013 ~~respect~~did tonot ~~its~~contain ~~reporting~~an ~~obligations~~adverse ~~under~~opinion ~~federal~~or ~~securities~~disclaimer ~~laws. In lieu~~ of ~~filing~~opinion, ~~annual~~and ~~reports~~was onnot ~~Form 10-K~~qualified ~~and~~or ~~quarterly~~modified ~~reports~~as onto ~~Form 10-Q~~uncertainty, ~~each~~audit ~~month~~scope, ~~Colt~~or ~~will~~accounting ~~file~~principle ~~with~~except the ~~Securities~~report ~~and~~indicated ~~Exchange~~that ~~Commission~~as ~~(“SEC”)~~ a ~~current~~result ~~report~~of onliquidity ~~Form 8-K~~challenges ~~that~~there ~~will~~was ~~have~~substantial ~~attached~~doubt toabout it the ~~monthly~~Company’s ~~financial~~ability ~~report~~to ~~required~~continue byas ~~the~~a ~~Bankruptcy~~going ~~Court~~concern. ~~Accordingly,~~PwC ~~Colt~~did ~~does~~ not ~~intend~~issue toa ~~file~~report ~~periodic~~on ~~reports while~~ the ~~Chapter~~Company’s 11consolidated ~~Cases~~financial ~~are~~statements ~~pending,~~for ~~but~~the ~~will~~fiscal ~~continue~~year toended ~~file current reports on Form~~December ~~8-K~~31, ~~as required by federal securities laws~~2014.

~~Monthly~~During ~~Operating~~the ~~Report~~Company’s fiscal years ended December 31, 2014 and December 31, 2013, and the interim period from January 1, 2015 through and including December 30, 2015, the date of PwC’s dismissal, (i) there were no disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of PwC, would have caused PwC to make reference to the subject matter of the disagreement in connection with its reports on the Company’s consolidated financial statements for such years or any subsequent interim period through the date of dismissal, and (ii) there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K) except as follows.

OnThe ~~November~~Company reported that its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) were not effective as of December 31, 2013, March 30, ~~2015~~2014, ~~the~~June 29, ~~Debtors~~2014 ~~filed~~and ~~their~~September 28, ~~monthly~~2014 ~~operating~~in the Company’s annual report for the ~~period~~fiscal ~~beginning~~year ~~October~~ended December 531, ~~2015~~2013 and ~~ending~~the ~~November~~Company’s quarterly reports for the quarterly periods ended March 130, 2014, June 29, 2014 and September 28, 2014 and that the Company’s internal control over financial reporting was not effective as of December 31, 2013 in the Company’s annual report for the fiscal year ended December 31, 2013, in each case, because of a material weakness in its internal control over financial reporting relating to contract modifications. Specifically, we did not appropriately consider the accounting implications of a contract modification to the M240 machine gun program for the US government. Further, in February 2015, as previously disclosed, management concluded that the Company did not maintain effective controls over (i) the ~~“Monthly~~preparation ~~Operating~~and ~~Report”~~review of its financial statement disclosures and (ii) the ~~with~~accuracy of inventory transactions as of December 31, 2014, including that it did not process inventory transactions timely and/or accurately and that the ~~Bankruptcy~~Company’s ~~Court~~detective controls did not prevent the inaccuracies. ~~The~~ ~~Monthly~~Management ~~Operating~~has ~~Report~~determined isthat ~~attached~~these ~~hereto~~two asabove ~~Exhibit 99~~control deficiencies also constitute material weaknesses.1 A ~~and~~material weakness is ~~incorporated~~a ~~herein~~deficiency, byor ~~reference~~a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

~~Cautionary~~Also, ~~Note~~as ~~Regarding~~noted in the ~~Monthly~~Company’s ~~Operating~~Annual Report on Form 10-K/A (Amendment No. 2) for the fiscal year ended December 31, 2013, filed May 7, 2015, the Company had preliminarily determined, through its Step I goodwill impairment analysis, that the fair value of its West Hartford reporting unit was less than its carrying value and the Company was working to complete Step II of the goodwill impairment analysis to determine the actual amount of the non-cash impairment charge to be recorded in the fourth quarter of 2014 and that the Company may also need to record a non-cash impairment charge with respect to its indefinite-lived trademarks in the fourth quarter of 2014. The preliminary Step II goodwill impairment analysis indicated that the Company will need to record a non-cash impairment charge in the fourth quarter of 2014 to write-off all of the Company’s West Hartford reporting unit’s goodwill. The goodwill recorded at the Company’s West Hartford reporting unit as of September 28, 2014 was $41.1 million. The Company reported that its preliminary impairment analysis with respect to its indefinite-lived trademarks indicates that the Company will need to record a non-cash impairment charge in the fourth quarter of 2014 of $11.8 million. The carrying value of the Company’s indefinite-lived trademarks recorded at September 28, 2014 was $50.1 million. The Company previously reported that its preliminary analysis did not indicate any other fourth quarter 2014 impairment charges with respect to its other tangible or intangible assets. The impairment

Colt cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of Colt. The Monthly Operating Report is limited in scope, covers a limited time period and has been prepared solely for the purpose of complying with the monthly reporting requirements applicable in the Chapter 11 Cases. Colt is not required to publicly update the Monthly Operating Report to reflect more current facts or estimates or the occurrence of future events, including if the facts, estimates and assumptions upon which the Monthly Operating Report is based are erroneous. The Monthly Operating Report was not audited or reviewed by independent public accountants, does not contain all of the information and footnotes required by generally accepted accounting principles in the United States, and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in Colt’s securities, the Monthly Operating Report is complete. The Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in Colt’s reports pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”), and such information might not be indicative of Colt’s financial condition or operating results for the period that would be reflected in Colt’s financial 2

2of the Company’s West Hartford reporting unit’s goodwill and indefinite-lived trademarks was a result of decreased revenue and earnings projections as a result of the decline in market demand for its commercial modern sporting rifle (“MSR”), declines in demand for the Company’s commercial handguns and delays in the timing of U.S. Government and certain international sales. The Company’s impairment analyses have not been subject to audit.

~~statements~~On orJune 14, in2015, ~~its~~the ~~reports pursuant~~Company tofiled ~~the~~voluntary ~~Exchange~~petitions ~~Act. Results~~for ~~set~~relief ~~forth~~under inChapter 11 of Title 11 of the ~~Monthly~~United ~~Operating~~States ~~Report~~Code ~~should~~in ~~not~~the beUnited ~~viewed~~States asBankruptcy ~~indicative~~Court offor ~~future~~the ~~results~~District of Delaware.

~~Cautionary~~The ~~Note~~Audit ~~Regarding~~Committee ~~Forward-Looking~~discussed ~~Statements~~these matters with PwC and has authorized PwC to respond fully to the inquiries of the successor auditor.

~~This~~The ~~Current~~Company ~~Report~~provided onPwC ~~Form 8-K~~with ~~contains~~a ~~“forward-looking~~copy ~~statements.” These statements about Colt’s expectations, beliefs, plans, objectives, assumptions and future events are not statements~~ of ~~historical~~this ~~fact~~Form 8-K and ~~reflect~~requested ~~only~~that ~~Colt’s~~PwC ~~current~~provide ~~expectations~~the ~~regarding~~Company ~~these~~with ~~matters. Colt’s actual actions and results may differ materially from what is expressed or implied by these statements due to~~ a ~~variety~~letter ofaddressed ~~factors, including (i) the potential adverse impact of the chapter 11 filings on Colt’s liquidity or results of operations, (ii) changes in Colt’s ability~~ to ~~meet financial obligations during~~ the ~~chapter~~Securities 11and ~~process~~Exchange orCommission ~~to maintain contracts that are critical to Colt’s operations,~~ (~~iii)~~ the ~~outcome or timing of the chapter 11 process, (iv~~“SEC”) ~~the~~ ~~effect~~stating ofwhether ~~the~~it ~~chapter~~agrees ~~11 filings on Colt’s relationships~~ with ~~third~~the ~~parties,~~above ~~regulatory~~statements ~~authorities~~ and ~~employees~~, ~~(v) proceedings~~if ~~that~~not, ~~may~~stating bethe ~~brought~~respects ~~by third parties~~ in ~~connection~~which ~~with~~it ~~the~~does ~~chapter~~not 11agree. ~~process,~~A ~~(vi) the~~copy ~~Bankruptcy~~of ~~Court approval, (vii)~~ the ~~increased~~letter ~~administrative~~from ~~costs~~PwC ~~related~~addressed to the ~~chapter~~SEC, 11dated ~~process; (viii)~~January ~~Colt’s~~6, ~~ability~~2016, tois ~~maintain~~attached ~~adequate~~as ~~liquidity to fund operations during the chapter 11 process and thereafter and (ix)~~Exhibit ~~other~~16.1 ~~factors listed from time~~ to ~~time in Colt’s filings with the SEC. Forward-looking statements in~~ this Current Report on Form 8-K speak only as of the date on which they are made and Colt undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

~~Item~~(b) Newly ~~9.01 Financial~~Appointed ~~Statements~~Independent ~~and~~Registered ~~Exhibits.~~Public Accountant

Exhibit No.		DESCRIPTION
99.1		Monthly Operating Report for the period from October 5, 2015 to November 1, 2015.

On December 30, 2015, following the recommendation of the Company’s audit committee, the Board approved the engagement of Blum, Shapiro & Company, P.C. (“BlumShapiro”), an independent public accounting firm, as its principal accountant to perform independent audit services beginning with the fiscal year ending December 31, 2015. During the Company’s fiscal years ended December 31, 2014 and December 31, 2013, and the interim period from January 1, 2015 through and including December 30, 2015, the date of BlumShapiro’s engagement, neither the Company, nor anyone acting on its behalf, consulted BlumShapiro regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company, in any case where a written report or oral advice was provided to the Company by BlumShapiro that BlumShapiro concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was the subject of a disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as that term is described in Item 304(a)(1)(v) of Regulation S-K).

3Item 9.01 Financial Statements and Exhibits.

~~SIGNATURES~~(d) Exhibits.

~~Pursuant~~The tofollowing ~~the~~exhibits ~~requirements~~are ofbeing ~~the~~filed ~~Securities~~as ~~Exchange~~part ~~Act~~ of ~~1934, the registrants have duly caused~~ this report ~~to be signed on its behalf by the undersigned hereunto duly authorized.~~:

COLT DEFENSE LLC COLT FINANCE CORP. By: /s/ Scott Flaherty Name: Scott Flaherty Title: Senior Vice President and Chief Financial Officer

Exhibit No.		Description

16.1		Letter from PricewaterhouseCoopers LLP, dated January 6, 2016.

~~Dated: December 2, 2015~~3

4SIGNATURES

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.

	COLT DEFENSE LLC


	By:	/s/ Scott Flaherty
Date: January 6, 2016		Scott Flaherty
		Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description

16.1		Letter from PricewaterhouseCoopers LLP, dated January 6, 2016.

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