•

The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

1.

We note that your Management’s Report on Internal Control Over Financial Reporting does not identify the version of the Committee of Sponsoring Organizations of the Treadway Commission’s Internal Control - Integrated Framework that was used to perform your assessment as required by Item 308(a)(2) of Regulation S-K. Please tell us the COSO framework used by your management – i.e. whether you used the 1992 Framework or the Updated Framework issued in 2013, and revise the report in future filings to identify the framework used.  

2.

Please tell us why the acquisition of Accutronics Limited was effective for financial accounting purposes as of January 1, 2016 considering the closing of the agreement occurred on January 13, 2016.

3.

Please provide us with your calculations of the significance tests you used in applying the requirements of Rule 8-04 of Regulation S-X for the Accutronics Limited acquisition.

Income Test:

Accutronics pre-tax income for the year ended August 31, 2015

$1,034,000

 33%

Ultralife Corporation pre-tax income for the year ended December 31, 2015

$3,150,000

Asset Test:

Accutronics total assets as of August 31, 2015

$6,283,000

 8%

Ultralife Corporation total assets as of December 31, 2015

$81,522,000

Investment Test:

Consideration paid by Ultralife for acquisition of Accutronics

$11,161,000

 14%

Ultralife Corporation total assets as of December 31, 2015

$81,522,000

4.

We note that you provided Accutronics Limited’s financial statements as of and for the years ended August 31, 2015 and that these financial statements were prepared in accordance with generally accepted accounting practice in the United Kingdom (UK GAAP). We note that Accutronics Limited’s auditor conducted its audit in accordance with applicable law and International Standards on Auditing (UK and Ireland). Please amend the filing to address the following:

•

Include financial statements of Accutronics Limited that have been audited in accordance with U.S. generally accepted auditing standards as required by Rule 8-04(e) and Rule 2-02(b) of Regulation S-X.

•

Include an audited statement of changes in stockholders’ equity as required by Rule 8-02 of Regulation S-X.

•

Include an auditor’s report which identifies that the audit included the statement of cash flows and statement of changes in stockholders’ equity as required by Rule 2-02(a)(4) of Regulation S-X.

•

Include a report from your independent auditor that complies with, and is substantially similar to, the examples of reports provided in paragraph 8 of AU Section 508.

•

Revise the audited financial statements to include an audited UK GAAP to US GAAP reconciliation as required by Item 17(c) of Form 20-F.