UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

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~~The ofSecurities ~~Report~~Exchange ~~(Date~~Act of ~~earliest event reported): December 30, 2015~~1934

Date of Report (Date of earliest event reported): January 4, 2016

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)

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 48.01~~.Changes~~ Other ~~in Registrant’s Certifying Accountant~~Events.

~~(a) Dismissal~~Modified ofSEC ~~Independent Registered Public Accountant~~Reporting

OnAs ~~December~~previously reported, on June 3014, 2015, Colt Defense LLC (~~the~~“Colt Defense” and together with Colt Finance Corp., “Colt”) and Colt Holding Company LLC and certain of their subsidiaries and affiliates (collectively, the “Debtors”) ~~dismissed~~filed ~~PricewaterhouseCoopers~~voluntary ~~LLP~~petitions for relief under chapter 11 of title 11 of the United States Code (the “~~PwC~~Bankruptcy Code”) asin ~~its~~the ~~independent~~United ~~registered~~States ~~public~~Bankruptcy ~~accounting~~Court ~~firm.~~for the District of Delaware (the “Bankruptcy Court”). The ~~decision~~Debtors toare ~~dismiss~~continuing ~~PwC~~to ~~was~~manage ~~effective~~their onproperties ~~December 30,~~and ~~2015,~~operate ~~after~~their ~~being~~businesses ~~recommended~~as bydebtors-in-possession under the ~~Company’s~~jurisdiction ~~audit~~of ~~committee~~the Bankruptcy Court and ~~approved~~in byaccordance with the ~~Company’s~~applicable ~~board~~provisions of ~~directors~~the Bankruptcy Code and the orders of the Bankruptcy Court. The chapter 11 cases (the “~~Board~~Chapter 11 Cases”) are being jointly administered by the Bankruptcy Court in the proceeding “In re Colt Holding Company LLC, et al.”, Case No. 15-11296.

~~The~~As ~~report~~previously ofreported, ~~PwC~~during onthe pendency of the ~~Company’s~~Chapter ~~consolidated~~11 ~~financial~~Cases, ~~statements~~Colt ~~for~~has ~~the~~adopted ~~fiscal~~a ~~year~~modified ~~ended~~reporting ~~December 31,~~program ~~2013~~with ~~did~~respect ~~not~~to ~~contain~~its anreporting ~~adverse~~obligations ~~opinion~~under orfederal ~~disclaimer~~securities laws. In lieu of ~~opinion,~~filing ~~and~~annual ~~was~~reports ~~not~~on ~~qualified~~Form 10-K orand ~~modified~~quarterly asreports toon ~~uncertainty~~Form 10-Q, ~~audit~~each ~~scope,~~month orColt ~~accounting~~will ~~principle~~file ~~except~~with the ~~report~~Securities ~~indicated~~and ~~that~~Exchange asCommission (“SEC”) a ~~result~~current ofreport ~~liquidity~~on ~~challenges~~Form 8-K ~~there~~that ~~was~~will ~~substantial~~have ~~doubt~~attached ~~about~~to it the ~~Company’s~~monthly ~~ability~~financial toreport ~~continue~~required asby athe ~~going~~Bankruptcy ~~concern~~Court. ~~PwC~~Accordingly, ~~did~~Colt does not ~~issue~~intend ato ~~report~~file onperiodic reports while the ~~Company’s~~Chapter ~~consolidated~~11 ~~financial~~Cases ~~statements~~are ~~for~~pending, ~~the~~but ~~fiscal~~will ~~year~~continue ~~ended~~to ~~December~~file current reports on Form ~~31,~~8-K ~~2014~~as required by federal securities laws.

~~During~~Monthly ~~the~~Operating 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.Report

~~The~~On ~~Company reported that its disclosure controls and procedures (as defined in Rules~~January ~~13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934~~4, ~~as amended) were not effective as of December 31~~2016, ~~2013,~~the ~~March 30,~~Debtors ~~2014,~~filed ~~June 29,~~their ~~2014~~monthly ~~and~~operating ~~September 28, 2014 in the Company’s annual~~ report for the ~~fiscal~~period ~~year~~beginning ~~ended December~~November 312, ~~2013~~2015 and ~~the~~ending ~~Company’s quarterly reports for the quarterly periods ended March~~November ~~30, 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 ~~preparation~~“Monthly ~~and~~Operating ~~review of its financial statement disclosures and (ii~~Report”) ~~the~~ ~~accuracy~~with ~~of inventory transactions as of December 31, 2014, including that it did not process inventory transactions timely and/or accurately and that~~ the ~~Company’s~~Bankruptcy ~~detective controls did not prevent the inaccuracies~~Court. The ~~Management~~Monthly ~~has~~Operating ~~determined~~Report ~~that~~is ~~these~~attached ~~two~~hereto ~~above~~as ~~control deficiencies also constitute material weaknesses~~Exhibit 99. A1 ~~material~~and ~~weakness~~ is aincorporated ~~deficiency,~~herein orby 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 basisreference.

~~Also,~~Cautionary asNote ~~noted~~Regarding in the ~~Company’s~~Monthly ~~Annual~~Operating 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

2Colt 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

of 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.2

Onstatements ~~June 14,~~or ~~2015,~~in ~~the~~its ~~Company~~reports ~~filed~~pursuant ~~voluntary~~to ~~petitions~~the ~~for~~Exchange ~~relief~~Act. Results ~~under~~set ~~Chapter~~forth 11in ~~of Title 11 of~~ the ~~United~~Monthly ~~States~~Operating ~~Code~~Report inshould ~~the~~not ~~United~~be ~~States~~viewed ~~Bankruptcy~~as ~~Court~~indicative ~~for the District~~ of ~~Delaware~~future results.

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

~~The~~This ~~Company~~Current ~~provided~~Report ~~PwC~~on ~~with~~Form 8-K acontains ~~copy~~“forward-looking statements.” These statements about Colt’s expectations, beliefs, plans, objectives, assumptions and future events are not statements of ~~this~~historical ~~Form 8-K~~fact and ~~requested~~reflect ~~that~~only ~~PwC~~Colt’s ~~provide~~current ~~the~~expectations ~~Company~~regarding ~~with~~these matters. Colt’s actual actions and results may differ materially from what is expressed or implied by these statements due to a ~~letter~~variety ~~addressed~~of 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 ~~Securities~~chapter ~~and~~11 ~~Exchange~~process ~~Commission~~or to maintain contracts that are critical to Colt’s operations, (iii) the ~~“SEC”~~outcome or timing of the chapter 11 process, (iv) the ~~stating~~effect ~~whether~~of itthe ~~agrees~~chapter 11 filings on Colt’s relationships with ~~the~~third ~~above~~parties, ~~statements~~regulatory authorities and employees, if(v) proceedings ~~not,~~that ~~stating~~may ~~the~~be ~~respects~~brought by third parties in ~~which~~connection itwith ~~does~~the ~~not~~chapter ~~agree.~~11 Aprocess, ~~copy~~(vi) the ofBankruptcy Court approval, (vii) the ~~letter~~increased ~~from~~administrative ~~PwC~~costs ~~addressed~~related to the ~~SEC,~~chapter ~~dated~~11 ~~January~~process; (viii) 6,Colt’s ~~2016,~~ability isto ~~attached~~maintain asadequate ~~Exhibit~~liquidity to fund operations during the chapter 11 process and thereafter and (ix) ~~16.1~~other 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.

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

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).

Exhibit No.		DESCRIPTION
99.1		Monthly Operating Report for the period from November 2, 2015 to November 29, 2015.

~~Item 9.01 Financial Statements and Exhibits.~~3

~~(d) Exhibits.~~SIGNATURES

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

Exhibit No.		Description
	COLT DEFENSE LLC
16.1		Letter from PricewaterhouseCoopers LLP, dated January 6, 2016.
	COLT FINANCE CORP.
	By:	/s/ Scott Flaherty
	Name:	Scott Flaherty
	Title:	Senior Vice President and Chief Financial Officer
Dated: January 6, 2016

SIGNATURES

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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