What changed in this filing

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Item 9A. Controls and Procedures

2022-03-14 compared with 2021-03-10 · 212 added, 390 removed, 89 unchanged (87% of the section changed)

ITEM 9A CONTROLS AND PROCEDURES

of Disclosure Controls and Procedures

disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in our reports

filed pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified

in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including

our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance the objectives

of the control system are met.

December 31, 2020, our Chief Executive Officer and Chief Financial Officer in conjunction with our Chief Compliance Officer

carried out an evaluation of the effectiveness of our disclosure controls and procedures as such term is defined in Rule 13a-15(e) under

the Securities and Exchange Act of 1934.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded

our disclosure controls and procedures are effective as of December 31, 2020.

of Management on Internal Control Over Financial Reporting

of Directors and Shareholders Mill City Ventures III, Ltd.:

The management

of Mill City Ventures III, Ltd.

(the “Company”) is responsible for establishing and maintaining adequate internal

control over financial reporting, as such term is defined in Rules 13a-15(f) under the Securities and Exchange Act of

The Company’s internal control system is designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements in accordance with U.S.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance the objectives of the control system are met.

As of December 31, 2020, our Chief Executive Officer and Chief Financial Officer in conjunction with our Chief Compliance Officer carried out an evaluation of the effectiveness of our disclosure controls and procedures as such term is defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded our disclosure controls and procedures are effective as of December 31, 2021.

Report of Management on Internal Control Over Financial Reporting

Board of Directors and Shareholders Mill City Ventures III, Ltd.:

The management of Mill City Ventures III, Ltd.

(the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) under the Securities and Exchange Act of 1934.

The Company’s internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S.

generally accepted accounting principles.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

It should be noted

that any system of internal control, however well designed and operated, can provide only reasonable, and not absolute, assurance

that the objectives of the system will be met.

Also, projections of any evaluation of effectiveness to future periods are subject

to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies

or procedures may deteriorate.

the supervision and with the participation of management, including its principal executive officer and principal financial officer,

the Company’s management assessed the design and operating effectiveness of internal control over financial reporting as

of December 31, 2020 based on the framework set forth in Internal Control —

Integrated Framework issued by the Committee

of Sponsoring Organizations of the Treadway Commission.

on this assessment, management concluded that the Company’s internal control over financial reporting was effective as of

December 31, 2020.

Boulay PLLP, an independent registered public accounting firm, is not required to issue, and thus has not

issued, an attestation report on the Company’s internal control over financial reporting as of December 31, 2020.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

It should be noted that any system of internal control, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of management, including its principal executive officer and principal financial officer, the Company’s management assessed the design and operating effectiveness of internal control over financial reporting as of December 31, 2021 based on the framework set forth in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2021.

Boulay PLLP, an independent registered public accounting firm, is not required to issue, and thus has not issued, an attestation report on the Company’s internal control over financial reporting as of December 31, 2021.

/s/ Douglas M.

2 unchanged sentences

Chief Financial Officer

in Internal Control

were no changes in our internal control over financial reporting during the year ended December 31, 2020 that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Executive Officers, Promoters, and Control Persons

Changes in Internal Control

There were no changes in our internal control over financial reporting during the year ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors, Executive Officers, Promoters, and Control Persons

Chairman, Chief Executive Officer and President

1 unchanged sentence

Laurence Zipkin

Polinsky co-founded the Company in January 2006 and since that time has been the Chairman and Chief Executive Officer of

Polinsky co-founded the Company in January 2006 and since that time has been the Chairman and Chief Executive Officer of the Company.

Since 1994, Mr.

Polinsky has been the President of Great North Capital Consultants, Inc., a financial advisory

and investment company that he founded.

Polinsky has been the President of Great North Capital Consultants, Inc., a financial advisory and investment company that he founded.

Great North Capital Consultants, Inc.

primarily engages in the business of investing

in hard money lending with collateral on the loans being first or second mortgages in both residential and commercial properties.

primarily engages in the business of investing in hard money lending with collateral on the loans being first or second mortgages in both residential and commercial properties.

In addition, Great North Capital Consultants, Inc.

makes direct investments into public and private companies.

Polinsky has been an independent director of Liberated Syndication, Inc., a Nevada corporation with its operations

in Pennsylvania.

Since 2015, Mr.

Polinsky has been an independent director of Liberated Syndication, Inc., a Nevada corporation with its operations in Pennsylvania.

Liberated Syndication, Inc.

is a host and publisher of podcasts.

Polinsky is a member of the Audit

and Compensation Committees of the Board of Directors of Liberated Syndication.

Polinsky earned a Bachelor of Science

degree in hotel administration at the University of Nevada, Las Vegas in 1981.

Geraci, II co-founded the Company in January 2006 and has been a director and the Chief Financial Officer of the

Company since that time.

Polinsky is a member of the Audit and Compensation Committees of the Board of Directors of Liberated Syndication.

Polinsky earned a Bachelor of Science degree in hotel administration at the University of Nevada, Las Vegas in 1981.

Geraci, II cofounded the Company in January 2006 and has been a director and the Chief Financial Officer of the Company since that time.

Since February 2002 through the present time, Mr.

Geraci has been managing member of Isles

Capital, LLC, an advisory and consulting firm that assists small businesses, both public and private, in business

Geraci has been managing member of Isles Capital, LLC, an advisory and consulting firm that assists small businesses, both public and private, in business development.

In March 2005, Mr.

Geraci also became the managing member of Mill City Advisors, LLC, the general

partner of Mill City Ventures, LP, and Mill City Ventures II, LP, each a Minnesota limited partnership that invested directly

into both private and public companies.

Geraci also became the managing member of Mill City Advisors, LLC, the general partner of Mill City Ventures, LP, and Mill City Ventures II, LP, each a Minnesota limited partnership that invested directly into both private and public companies.

From January 2005 until August 2005, Mr.

Geraci served as the Director

of Finance for Gelstat Corporation, a purveyor of homeopathic remedies, based in Bloomington, Minnesota.

provided investment advice to clients as a stockbroker and Vice President of Oak Ridge Financial Services, Inc., a

Minneapolis-based broker-dealer firm, from June 2000 to December 2004.

While at Oak Ridge Financial Services,

Geraci’s business was focused on structuring and negotiating debt and equity private placements with both

private and publicly held companies.

Geraci was employed at other Minneapolie brokerage firms from July 1991 to

Geraci served as the Director of Finance for Gelstat Corporation, a purveyor of homeopathic remedies, based in Bloomington, Minnesota.

Geraci provided investment advice to clients as a stockbroker and Vice President of Oak Ridge Financial Services, Inc., a Minneapolis-based broker-dealer firm, from June 2000 to December 2004.

While at Oak Ridge Financial Services, Mr.

Geraci’s business was focused on structuring and negotiating debt and equity private placements with both private and publicly held companies.

Geraci was employed at other Minneapolie brokerage firms from July 1991 to June 2000.

From his career and investment experiences, Mr.

Geraci has established networks of colleagues, clients,

co-investors, and the officers and directors of public and private companies.

These networks offer a range of contacts across

a number of sectors and companies that may provide opportunities for investment, including many that meet the Company’s

screening criteria.

In August 2003,

the National Association of Securities Dealers (NASD) found in an administrative hearing that Mr.

Geraci, while employed by

and affiliated with a NASD member, had violated NASD Conduct Rule 2110 and SEC Rule 10b-5 in August 1999, and barred

him from associating with any NASD member in the future.

Howard Liszt served as Chief Executive Officer of Campbell Mithun,

a national marketing communications agency he joined in 1976, until 2001.

Under his leadership, Campbell Mithun grew to be one

of the 20 largest agencies in the world.

Geraci has established networks of colleagues, clients, co-investors, and the officers and directors of public and private companies.

These networks offer a range of contacts across a number of sectors and companies that may provide opportunities for investment, including many that meet the Company’s screening criteria.

In August 2003, the National Association of Securities Dealers (NASD) found in an administrative hearing that Mr.

Geraci, while employed by and affiliated with a NASD member, had violated NASD Conduct Rule 2110 and SEC Rule 10b-5 in August 1999, and barred him from associating with any NASD member in the future.

Howard Liszt served as Chief Executive Officer of Campbell Mithun, a national marketing communications agency he joined in 1976, until 2001.

Under his leadership, Campbell Mithun grew to be one of the 20 largest agencies in the world.

He currently serves on the board of :

Eggland’s Best.

Liszt has served

as a Board member for several industry-leading companies including Land O' Lakes, ShuffleMaster, Ocular Sciences, and Coleman Natural

Liszt holds a Bachelor of Arts in Journalism and Marketing and a Masters of Science in Marketing from the University

of Minnesota, Minneapolis.

Berman is a 1964 graduate of the University of Minnesota with a degree in Business Administration.

Berman began his career

with Berman Buckskin, his family's leather business.

Eggland’s Best.

Liszt has served as a Board member for several industry-leading companies including Land O' Lakes, ShuffleMaster, Ocular Sciences, and Coleman Natural Foods.

Liszt holds a Bachelor of Arts in Journalism and Marketing and a Masters of Science in Marketing from the University of Minnesota, Minneapolis.

Lyle Berman is a 1964 graduate of the University of Minnesota with a degree in Business Administration.

Berman began his career with Berman Buckskin, his family's leather business.

He helped grow the business into a major specialty retailer with 27 outlets.

Berman participated in the founding of Grand Casinos, Inc.

Berman is credited as one of the early

visionaries in the development of casinos outside of the traditional gaming markets of Las Vegas and Atlantic City.

five years, the company opened eight casino resorts in four states.

Berman financed the initial development of

Rainforest Cafe.

Berman is credited as one of the early visionaries in the development of casinos outside of the traditional gaming markets of Las Vegas and Atlantic City.

In less than five years, the company opened eight casino resorts in four states.

Berman financed the initial development of Rainforest Cafe.

He served as the Chairman and CEO from 1994 until 2000.

In October 1995, Mr.

Berman was honored

with the B'nai B'rith "Great American Traditions Award."

In April 1996, he received the Gaming Executive of the

Year Award; in 2004, Mr.

Berman was inducted into the Poker Hall of Fame; and in 2009, he received the Casino Lifetime

Achievement Award from Raving Consulting & Casino Journal.

Berman was honored with the B'nai B'rith "Great American Traditions Award."

In April 1996, he received the Gaming Executive of the Year Award; in 2004, Mr.

Berman was inducted into the Poker Hall of Fame; and in 2009, he received the Casino Lifetime Achievement Award from Raving Consulting & Casino Journal.

In 1998, Lakes Entertainment, Inc.

as Chairman of the Board and CEO of Lakes Entertainment, Inc., Mr.

Berman was instrumental in creating the World Poker

In 2002, as Chairman of the Board and CEO of Lakes Entertainment, Inc., Mr.

Berman was instrumental in creating the World Poker Tour.

Since January 2005, Mr.

Berman has also served as Chairman of the Board of Pokertek, Inc.

Zipkin is nationally recognized for his expertise in the gaming industry, restaurants, and emerging small growth companies.

1996 to 2006, Mr.

Laurence Zipkin is nationally recognized for his expertise in the gaming industry, restaurants, and emerging small growth companies.

From 1996 to 2006, Mr.

Zipkin owned Oakridge Securities, Inc.

where, as an investment banker, he successfully raised capital

for various early growth-stage companies and advising clients with regard to private placements, initial public offerings, mergers,

debt offerings, bridge and bank financings, developing business plans and evaluating cash needs and resources.

He has extensive

experience in the merger and acquisition field and has represented companies on both the buy and sell side.

where, as an investment banker, he successfully raised capital for various early growth-stage companies and advising clients with regard to private placements, initial public offerings, mergers, debt offerings, bridge and bank financings, developing business plans and evaluating cash needs and resources.

He has extensive experience in the merger and acquisition field and has represented companies on both the buy and sell side.

Since 2006, Mr.

has been self-employed, engaging in various consulting activities, owning and operating two restaurant properties, and purchasing

distressed real estate.

Zipkin has been self-employed, engaging in various consulting activities, owning and operating two restaurant properties, and purchasing distressed real estate.

Zipkin is a licensed insurance agent for both life and health insurance.

Zipkin attended

the University of Pennsylvania Wharton School of Finance.

the Company’s bylaws, the directors serve for indefinite terms expiring upon the next annual meeting of the Company’s

shareholders.

considering whether directors and nominees have the experience, qualifications, attributes and skills to enable the Board of

Directors to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the

Board of Directors focuses primarily on the industry and transactional experience, and other background, in addition to any

unique skills or attributes associated with a director.

Zipkin attended the University of Pennsylvania Wharton School of Finance.

Under the Company’s bylaws, the directors serve for indefinite terms expiring upon the next annual meeting of the Company’s shareholders.

When considering whether directors and nominees have the experience, qualifications, attributes and skills to enable the

Board of Directors to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the Board of Directors focuses primarily on the industry and transactional experience, and other background, in addition to any unique skills or attributes associated with a director.

With regard to Messrs.

Polinsky and Geraci, the Board of

Directors considered their significant experience, expertise and background with regard to investing in general and the

Company in particular.

Polinsky and Geraci, the Board of Directors considered their significant experience, expertise and background with regard to investing in general and the Company in particular.

With regard to Mr.

Berman, the Board of Directors considered his background and experience with

the public securities markets and his former employment and experience in operational capacities.

With regard to

Liszt, the Board of Directors considered his experience on other boards of public companies, his past experience in

the communications and advertising fields, and his organizational experience.

Berman, the Board of Directors considered his background and experience with the public securities markets and his former employment and experience in operational capacities.

With regard to Mr.

Zipkin, the Board of

Directors considered his knowledge, experience and skills in the finance, public securities and investment banking

of Directors adopted a Code of Ethics on August 5, 2008, and revised March 6, 2013 in connection with the Company’s

election to become a BDC.

The Code of Ethics includes our Company’s principal executive officer and principal financial officer,

or persons performing similar functions, as required by Sections 406 and 407 of the Sarbanes-Oxley Act of 2002.

The Company formally

revised the Code of Ethics again in March 2021, to reflect the Company’s withdrawal of its BDC election.

Ethics is available at our website, www.millcityventures3.com, or without charge, to any shareholder upon written request made

to Mill City Ventures III, Ltd., Attention:

Liszt, the Board of Directors considered his experience on other boards of public companies, his past experience in the communications and advertising fields, and his organizational experience.

With regard to Mr.

Zipkin, the Board of Directors considered his knowledge, experience and skills in the finance, public securities and investment banking fields.

Code of Ethics

Our Board of Directors adopted a Code of Ethics on August 5, 2008, and revised March 6, 2013 in connection with the Company’s election to become a BDC.

The Code of Ethics includes our Company’s principal executive officer and principal financial officer, or persons performing similar functions, as required by Sections 406 and 407 of the Sarbanes-Oxley Act of 2002.

The Company formally revised the Code of Ethics again in March 2021, to reflect the Company’s withdrawal of its BDC election.

Our Code of Ethics is available at our website, www.millcityventures3.com, or without charge, to any shareholder upon written request made to Mill City Ventures III, Ltd., Attention:

Chief Executive Officer, 1907 Wayzata Blvd., Suite 205, Wayzata, MN 55391.

to Board of Director Nomination Procedures

In March 2021,

the Board of Directors formally created a Nominating and Governance Committee and adopted and associated charter.

The charter alters

the manner in which candidates for service as directors will be nominated for election or re-election and delegates that authority

to the committee in lieu of the entire Board of Directors.

of the Board of Directors; Audit Committee Financial Expert

Directors has an Audit Committee, a Compensation Committee, and a Nominating and Governance Committee.

The members of the

Audit Committee are Laurence Zipkin, Howard Liszt and Lyle Berman., each of whom is independent for purposes of the

Securities Exchange Act of 1934.

Changes to Board of Director Nomination Procedures

In March 2021, the Board of Directors formally created a Nominating and Governance Committee and adopted and associated charter.

The charter alters the manner in which candidates for service as directors will be nominated for election or re-election and delegates that authority to the committee in lieu of the entire Board of Directors.

Committees of the Board of Directors; Audit Committee Financial Expert

The Board of Directors has an Audit Committee, a Compensation Committee, a Valuation Committee and a Nominating and Governance Committee.

The members of the Audit Committee are Laurence Zipkin, Howard Liszt and Lyle Berman., each of whom is independent for purposes of the Securities Exchange Act of 1934.

Berman currently serves as chair of the Audit Committee.

The board has adopted a

charter for the Audit Committee a copy of which is available at the Company’s website at www.millcityventures3.com.

Audit Committee is responsible for approving the Company’s independent accountants and recommending them to the board

(including a majority of the independent directors) for approval and submission to the shareholders for ratification, if any,

reviewing with its independent accountants the plans and results of the audit engagement, approving professional services

provided by its independent accountants, reviewing the independence of its independent accountants and reviewing the adequacy

of its internal accounting controls.

The Audit Committee is also responsible for discussing with management the

Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures,

including the Company's risk assessment and risk management policies.

The board has adopted a charter for the Audit Committee a copy of which is available at the Company’s website at www.millcityventures3.com.

The Audit Committee is responsible for approving the Company’s independent accountants and recommending them to the board (including a majority of the independent directors) for approval and submission to the shareholders for ratification, if any, reviewing with its independent accountants the plans and results of the audit engagement, approving professional services provided by its independent accountants, reviewing the independence of its independent accountants and reviewing the adequacy of its internal accounting controls.

The Audit Committee is also responsible for discussing with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company's risk assessment and risk management policies.

The board has determined that Mr.

“audit committee financial expert”

within the meaning of the rules of the Commission.

Berman’s relevant experience is detailed in his biography above.

The Board of Directors has determined that

each of the Audit Committee members is able to read and understand fundamental financial statements and that at least one

member of the Audit Committee has past employment experience in finance or accounting.

of the Compensation Committee are Messrs.

Zipkin, Liszt and Berman, each of whom is independent for purposes of the Securities

Exchange Act of 1934.

Berman is an “audit committee financial expert” within the meaning of the rules of the Commission.

Berman’s relevant experience is detailed in his biography above.

The Board of Directors has determined that each of the Audit Committee members is able to read and understand fundamental financial statements and that at least one member of the Audit Committee has past employment experience in finance or accounting.

The members of the Compensation Committee are Messrs.

Zipkin, Liszt and Berman, each of whom is independent for purposes of the Securities Exchange Act of 1934.

Liszt currently serves as chair of the Compensation Committee.

The compensation committee is responsible

for approving the Company’s compensation arrangements with its executive management, including bonus-related decisions and

employment agreements with respect to such individuals.

The board has adopted a charter for the Compensation Committee, a copy

of which is available at www.millcityventures3.com.

As explained elsewhere, our entire Board of Directors

values our investments pursuant to Valuation Policies and Procedures.

Prior to 2020, this function was performed by a

Valuation Committee.

Accordingly, the entire Board of Directors is responsible for approving the fair value of debt and equity

securities comprising the Company’s investment portfolio pursuant to the Company’s written valuation policy and

of the Nominating and Corporate Governance Committee are Messrs.

Zipkin, Liszt and Berman, each of whom is independent for

purposes of the Securities Exchange Act of 1943.

Liszt currently serves as chair of the Nominating and Corporate Governance

The Nominating and Corporate Governance committee is responsible for advising the Board on a broad range of issues surrounding

the composition and operation of the Board of Directors and its committees, specifically including identifying criteria for suitable

board candidates, identifying individuals suited to service on the board (consistent with those criteria), recommending director

candidates to the board and to the shareholders, conducting annual reviews of corporate governance matters and making related recommendations

to the Board of Directors and its committees.

The compensation committee is responsible for approving the Company’s compensation arrangements with its executive management, including bonus-related decisions and employment agreements with respect to such individuals.

The board has adopted a charter for the Compensation Committee, a copy of which is available at www.millcityventures3.com.

The members of the Valuation Committee are Messrs.

Zipkin, Liszt and Berman, each of whom is independent for purposes of the Securities Exchange Act of 1934.

Zipkin currently serves as chair of the Valuation Committee.

The Valuation Committee is responsible for approving the fair value of debt and equity securities comprising the Company’s investment portfolio pursuant to the Company’s written valuation policy and procedures.

The members of the Nominating and Corporate Governance Committee are Messrs.

Zipkin, Liszt and Berman, each of whom is independent for purposes of the Securities Exchange Act of 1943.

Liszt currently serves as chair of the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance committee is responsible for advising the Board on a broad range of issues surrounding the composition and operation of the Board of Directors and its committees, specifically including identifying criteria for suitable board candidates, identifying individuals suited to service on the board (consistent with those criteria), recommending director candidates to the board and to the shareholders, conducting annual reviews of corporate governance matters and making related recommendations to the Board of Directors and its committees.

Of the directors presently serving on the board, Messrs.

Liszt and Zipkin are “independent”

as that term is defined in Section 4200(a)(15) of National Association of Securities

Dealers’

listing standards.

While the Company is not presently subject to the Nasdaq listing standards because its common stock is not listed for trading on

any Nasdaq market tier, the Company has submitted an application to have its common stock listed on the Nasdaq Capital Markets.

Section 16(a) Beneficial

Ownership Reporting Compliance

Section 16(a) of

the Securities Exchange Act of 1934, requires our directors, executive officers and beneficial owners of more than 10% of our

common stock to file with the SEC certain reports regarding their ownership of common stock or any changes in such ownership.

Berman, Liszt and Zipkin are “independent” as that term is defined in Section 4200(a)(15) of National Association of Securities Dealers’ listing standards.

While the Company is not presently subject to the Nasdaq listing standards because its common stock is not listed for trading on any Nasdaq market tier, the Company has submitted an application to have its common stock listed on the Nasdaq Capital Markets.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, requires our directors, executive officers and beneficial owners of more than 10% of our common stock to file with the SEC certain reports regarding their ownership of common stock or any changes in such ownership.

Based on our own review, we believe that there were no late filings during 2021 other than:

a Form 4 report filed by Mr.

on May 26 reporting a transaction on May 20;

a Form 4 report filed by Mr.

Polinsky on June 9 reporting

a transaction on June 5;

Form 4 reports filed by Messrs.

Geraci and Polinsky on September 1 reporting a transaction

on August 25;

Form 4 reports filed on September 17 by Messrs.

Geraci, Polinsky and Zipkin reporting transactions

on September 14;

and a Form 4 report filed by Mr.

Zipkin on December 7 reporting a transaction on December 3.

EXECUTIVE AND DIRECTOR COMPENSATION

Compensation —

Summary Compensation Table

The following

table sets forth the total compensation paid by the Company during its two most recent fiscal years ended December 31, 2020

and 2018 to those persons who served as the Company’s President or Chief Executive Officer and Chief Financial Officer during

such periods (collectively, the “named executives”).

a Form 4 filed by Mr.

Geraci on April 9, 2021, reporting a gift of 2,000 shares of common stock made on March 25, 2021;

and a Form 4 filed by Mr.

Zipkin on December 13, 2021, reporting open-market purchases of common stock back to November 18, 2021.

ITEM 11 EXECUTIVE AND DIRECTOR COMPENSATION

Executive Compensation — Summary Compensation Table

The following table sets forth the total compensation paid by the Company during its two most recent fiscal years ended December 31, 2021 and 2020 to those persons who served as the Company’s President or Chief Executive Officer and Chief Financial Officer during such periods (collectively, the “named executives”).

Name and Principal Position

Chief Executive Officer

Chief Financial Officer

additional compensation of payment of health insurance premiums and 401(k) matching contributions under the employment retirement

Equity Awards at Fiscal Year End

no outstanding options, warrants, unvested stock awards or equity incentive plan awards as of December 31, 2020 held by any

named executive.

In addition, we have no options, warrants, unvested stock awards or equity incentive plan awards outstanding and

held by any named executive as of the date of this filing.

we paid a total of $90,000 in director fees to our independent directors.

Presently, each such director receives an annualized

fee of $30,000.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

table below sets forth certain information with respect to beneficial ownership of our common stock as of December 31,

2020 (on which date there were 10,785,913 shares of common stock outstanding), by:

Chief Executive Officer

*includes additional compensation of payment of health insurance premiums and 401(k) matching contributions under the employment retirement program.

Outstanding Equity Awards at Fiscal Year End

We had no outstanding options, warrants, unvested stock awards or equity incentive plan awards as of December 31, 2021 held by any named executive.

In addition, we have no options, warrants, unvested stock awards or equity incentive plan awards outstanding and held by any named executive as of the date of this filing.

Director Compensation

For 2021, we paid a total of $120,000 in director fees to our independent directors.

Presently, each such director receives an annualized fee of $40,000.

ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

The table below sets forth certain information with respect to beneficial ownership of our common stock as of December 31, 2021 (on which date there were 10,790,413 shares of common stock outstanding), by:

• each director of the Company

2 unchanged sentences

• each person or entity known by the Company to beneficially own more than 5% of our common stock.

Unless otherwise indicated in the table or its footnotes, the

business address of each of the following persons or entities is 1907 Wayzata Blvd., Suite 205, Wayzata, Minnesota 55391,

and each such person or entity has sole voting and investment power with respect to the shares of common stock set forth opposite

their respective name.

Percentage of

Unless otherwise indicated in the table or its footnotes, the business address of each of the following persons or entities is 1907 Wayzata Blvd., Suite 205, Wayzata, Minnesota 55391, and each such person or entity has sole voting and investment power with respect to the shares of common stock set forth opposite their respective name.

Geraci, II (3)

8 unchanged sentences

*less than one percent

(1) Beneficial ownership is determined in accordance with the rules of the SEC and includes general

voting power and/or investment power with respect to securities.

Shares of common stock subject to options or warrants currently

exercisable, or exercisable within 60 days of the applicable record date, are deemed outstanding for computing the beneficial ownership

percentage of the person holding such options or warrants but are not deemed outstanding for computing the beneficial ownership

percentage of any other person.

Polinsky is the Company’s Chairman and Chief Executive Officer.

Includes 290,055

common shares held by Lantern Advisers, LLC, a Minnesota limited liability company co-owned by Messrs.

(1) Beneficial ownership is determined in accordance with the rules of the SEC and includes general voting power and/or investment power with respect to securities.

Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days of the applicable record date, are deemed outstanding for computing the beneficial ownership percentage of the person holding such options or warrants but are not deemed outstanding for computing the beneficial ownership percentage of any other person.

Polinsky is our Chairman and Chief Executive Officer.

Figure includes 290,055 common shares held by Lantern Advisers, LLC, a Minnesota limited liability company co-owned by Messrs.

Polinsky and Geraci;

528,705 common shares held individually by Mr.

Polinsky, 69,411 common shares held by Great North Capital Corp., and 12,728

common shares Mr.

528,705 common shares held individually and directly by Mr.

69,411 common shares held by or on behalf of Great North Capital Corp.;

and 12,728 common shares Mr.

Polinsky holds as a custodian for his children (beneficial ownership of which Mr.

Polinsky disclaims).

Geraci is a director and the Company’s Chief Financial Officer.

Includes 290,055

common shares held by Lantern Advisers, LLC, a Minnesota limited liability company co-owned by Messrs.

Geraci is a director and our Chief Financial Officer.

Figure includes 290,055 common shares held by Lantern Advisers, LLC, a Minnesota limited liability company co-owned by Messrs.

Geraci and Polinsky;

702,500 common shares held by Mr.

Geraci and 17,273 common shares held individually by Mr.

Geraci’s spouse.

700,500 common shares held individually and directly by Mr.

17,273 common shares held individually by Mr.

Geraci’s spouse, and 1,000 shares held by Mr.

Geraci’s minor child.

Liszt is a director of the Company.

3 unchanged sentences

Zbikowski, Mr.

Zbikowski is the

beneficial owner of 1,140,000 shares, and Mrs.

Zbikowski is the beneficial owner of 1,140,000 shares, and Mrs.

Zbikowski is the beneficial owner of 625,000 shares.

are husband and wife.

Zbikowski are husband and wife.

(8) Based upon a Schedule 13G filed by Mr.

Kinney on March 19, 2013, Mr.

be deemed to be the beneficial owner of 933,187 shares, which includes 3,640 shares that are held in custodial accounts for the

benefit of his grandchildren.

Kinney may be deemed to be the beneficial owner of 933,187 shares, which includes 3,640 shares that are held in custodial accounts for the benefit of his grandchildren.

(9) Consists of Messrs.

Polinsky, Geraci, Liszt, Berman and Zipkin.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

with Related Persons and Certain Conflict Disclosures

Board of Directors has adopted a policy to require our disclosure of instances in our periodic filings with the SEC.

Our only related-party

transactions requiring disclosure under this policy relates to a promissory note that we held at all times in 2019 and 2020 .

On August 10, 2018, we entered into a loan transaction with Elizabeth Zbikowski who, along with her husband Scott Zbikowski,

owns approximately 1,765,000 shares of our common stock.

In the transaction, we obtained a two-year promissory note in the principal

amount of $250,000, which was subsequently amended so that the note matures in August 2021.

The promissory note bears interest

payable monthly at the rate of 10% per annum.

The note is secured by the debtors’

pledge to us of 625,000 shares of our common

The pledged shares are held in physical custody for us by our custodial agent Millennium Trust Company.

Related-Party

Transaction Policy

of Directors has adopted a written Conflict of Interest and Related Party Transaction Policy.

That policy governs the approval

of all related-party transactions, subject only to certain customary exceptions (e.g., compensation, certain charitable donations,

transactions made available to all employees generally, etc.).

ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Transactions with Related Persons and Certain Conflict Disclosures

Our Board of Directors has adopted a policy to require our disclosure of instances in our periodic filings with the SEC.

Our related-party transactions requiring disclosure under this policy are as follows:

● On August 10, 2018, we entered into a loan transaction with Elizabeth Zbikowski who, along with her husband Scott Zbikowski, owned and continues to own approximately 1,765,000 shares of our common stock.

In the transaction, we obtained a two-year promissory note in the principal amount of $250,000, which was subsequently amended such that the note presently matures in August 2022.

The promissory note bears interest payable monthly at the rate of 10% per annum.

The note is secured by the debtors' pledge to us of 625,000 shares of our common stock.

The pledged shares are held in physical custody for us by Millennium Trust Company, as our custodial agent.

● On January 3, 2022, we entered into a Loan and Security Agreement (the "Loan Agreement") with Eastman Investment, Inc., a Nevada corporation, and Lyle A.

Berman, as trustee of the Lyle A.

Berman Revocable Trust (collectively, the "Lenders").

Berman is a director of our company.

Under the Loan Agreement, the Lenders made available to us a $5 million revolving line of credit for us to use in the ordinary course of our short-term specialty finance business.

Amounts drawn under the Loan Agreement accrue interest at the per annum rate of 8%, and all our obligations under the Loan Agreement are secured by a grant of a collateral security interest in substantially all of our assets.

● As a Lender, Mr.

Berman is obligated to furnish only one-half of the aggregate $5 million available under the Loan Agreement.

The Loan Agreement has a five-year term ending on January 3, 2027, at which time all amounts owing under the Loan Agreement will become due and payable;

subject, however, to each Lender's right, including Mr.

Berman, to terminate the Loan Agreement, solely with respect to such Lender's obligation to provide further credit, at any time after January 3, 2023.

In the event that a Lender, including Mr.

Berman, terminates its lending obligations, the Loan Agreement requires that we repay such Lender, prior to the five-year maturity date, with the proceeds derived from specified investments.

● The Loan Agreement provides for us to pay a quarterly unused commitment fee equal to one-quarter of one percent of the amount of credit available but unused under the Loan Agreement, and requires us to pay such fee in the form of shares of our common stock based on our net asset value per share on the last day of the applicable fiscal quarter.

The Loan Agreement grants the Lenders piggyback registration rights subject to customary terms, conditions and exceptions.

Related-Party Transaction Policy

The Board of Directors has adopted a written Conflict of Interest and Related Party Transaction Policy.

That policy governs the approval of all related-party transactions, subject only to certain customary exceptions (e.g., compensation, certain charitable donations, transactions made available to all employees generally, etc.).

The policy contains a minimum dollar threshold of $5,000.

Board of Directors administers the policy and approves any related-party transactions.

In general, after full disclosure of all

material facts, review and discussion, the board approves or disapproves related-party transactions by a vote of a majority of the

directors who have no interest in such transaction, direct or indirect.

Procedurally, no director is allowed vote in any approval

of a related-party transaction for which he or she is the related party, except that such a director may otherwise participate in

a related discussion and shall provide to the board all material information concerning the related-party transaction and the director’s

interest therein.

If a related-party transaction will be ongoing, the board may establish guidelines for management to follow in

its ongoing dealings with the related party.

currently has five directors, three of whom—Messrs.

Liszt, Berman and Zipkin, are “independent”

term is defined in Section 4200(a)(15) of National Association of Securities Dealers’

listing standards.

is not subject to those listing standards, however, because its common stock is presently not listed for trading on a Nasdaq market.

The entire Board of Directors administers the policy and approves any related-party transactions.

In general, after full disclosure of all material facts, review and discussion, the board approves or disapproves related-party transactions by a vote of a majority of the directors who have no interest in such transaction, direct or indirect.

Procedurally, no director is allowed vote in any approval of a related-party transaction for which he or she is the related party, except that such a director may otherwise participate in a related discussion and shall provide to the board all material information concerning the related-party transaction and the director’s interest therein.

If a related-party transaction will be ongoing, the board may establish guidelines for management to follow in its ongoing dealings with the related party.

Director Independence

The Company currently has five directors, three of whom—Messrs.

Liszt, Berman and Zipkin, are “independent” as that term is defined in Section 4200(a)(15) of National Association of Securities Dealers’ listing standards.

The Company is not subject to those listing standards, however, because its common stock is presently not listed for trading on a Nasdaq market.

The Company has, however, submitted an application for its common stock to be listed and traded on the Nasdaq Capital Markets.

Based upon information requested from each such director concerning his background, employment and affiliations, the board has

affirmatively determined that none of the independent directors has a material business or professional relationship with the Company,

other than in his or her capacity as a member of the board or any committee thereof.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following

table summarizes the fees for professional audit services provided by (i) Boulay PLLP for the audit of the Company’s

annual financial statements for the year ended December 31, 2020 and December 31, 2019, as well as the fees billed for

other services rendered by Boulay PLLP during year ended December 31, 2020.

Based upon information requested

from each such director concerning his background, employment and affiliations, the board has affirmatively determined that none of the independent directors has a material business or professional relationship with the Company, other than in his or her capacity as a member of the board or any committee thereof.

ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table summarizes the fees for professional audit services provided by (i) Boulay PLLP for the audit of the Company’s annual financial statements for the year ended December 31, 2021 and December 31, 2020, as well as the fees billed for other services rendered by Boulay PLLP during year ended December 31, 2021.

AuditRelated Fees

The fees identified under this caption were for professional services rendered by Boulay PLLP for the years ended 2020 and

2019 in connection with the audit of our annual financial statements and review of the financial statements included in our quarterly

reports on Form 10-Q.

The amounts also include fees for services that are normally provided by the independent public registered

accounting firm in connection with statutory and regulatory filings and engagements for the years identified.

Audit-Related

The fees identified under this caption were for assurance and related services that were related to the performance of the

audit or review of our financial statements and were not reported under the caption “Audit Fees.”

This category may

include fees related to the performance of audits and attestation services not required by statute or regulations, and accounting

consultations about the application of generally accepted accounting principles to proposed transactions.

The fees identified under this caption were for professional services rendered by Boulay PLLP for the years ended 2021 and 2020 in connection with the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q.

The amounts also include fees for services that are normally provided by the independent public registered accounting firm in connection with statutory and regulatory filings and engagements for the years identified.

Audit-Related Fees.

The fees identified under this caption were for assurance and related services that were related to the performance of the audit or review of our financial statements and were not reported under the caption “Audit Fees.” This category may include fees related to the performance of audits and attestation services not required by statute or regulations, and accounting consultations about the application of generally accepted accounting principles to proposed transactions.

The fees identified under this caption were for tax compliance and corporate tax services.

Corporate tax services encompass a variety

of permissible services, including technical tax advice related to tax matters; assistance with state and local taxes.

The Audit Committee of our Board of Directors approves in advance all services provided by our independent registered public

accounting firm.

All engagements of our independent registered public accounting firm in years ended 2020 and 2019 were pre-approved

by the Audit Committee.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Corporate tax services encompass a variety of permissible services, including technical tax advice related to tax matters; assistance with state and local taxes.

Approval Policy.

The Audit Committee of our Board of Directors approves in advance all services provided by our independent registered public accounting firm.

All engagements of our independent registered public accounting firm in years ended 2021 and 2020 were pre-approved by the Audit Committee.

ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Financial Statements

Report of Independent Registered Public Accounting Firm on Financial Statements

Balance Sheets —

December 31, 2020 and December 31, 2019

Statements of Operations —

Year ended December 31, 2020 and December 31, 2019

Statements of Shareholders’

Equity (Deficit) —

Years ended December 31, 2020, December 31, 2019

Statements of Cash Flows —

Year ended December 31, 2020 and December 31, 2019

Balance Sheets — December 31, 2021 and December 31, 2020

Statements of Operations — Year ended December 31, 2021 and December 31, 2020

Statements of Shareholders’ Equity (Deficit) — Years ended December 31, 2021 and December 31, 2020

Statements of Cash Flows — Year ended December 31, 2021 and December 31, 2020

Notes to Financial Statements

Amended and Restated Articles of Incorporation of Mill City Ventures III, Ltd.

(incorporated

by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed January 23, 2013)

(incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed January 23, 2013)

Amended and Restated Bylaws of Mill City Ventures III, Ltd.

(incorporated by reference to

Exhibit 3.2 to the registrant’s registration statement on Form 10-SB filed on January 29, 2008)

Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the registrant’s

registration statement on Form 10-SB filed on January 29, 2008)

Safekeeping Agreement with Millennium Trust Company, LLC dated as of March 22, 2013 (incorporated

by reference to Exhibit (j)(1) to the registrant’s amendment to Registration Statement on Form N-2 filed on

May 31, 2013)

Addendum to Safekeeping

Agreement with Millennium Trust Company, LLC dated as of March 22, 2013 (incorporated by reference to Exhibit (j)(2) to

the registrant’s amendment to Registration Statement on Form N2 filed on May 31, 2013)

Safekeeping Agreement with

Maxwell Simon, Inc.

dated as of May 30, 2013 (incorporated by reference to Exhibit (j)(3) to the registrant’s

amendment to Registration Statement on Form N-2 filed on May 31, 2013)

Securities Purchase Agreement with Mix 1 Life, Inc.

dated effective February 6, 2014

(incorporated by reference to Exhibit 10.6 to the registrant’s Annual Report on Form 10-K filed on March 31,

Senior Secured Convertible Debenture of Mix 1 Life, Inc.

dated effective February 6,

2014 (incorporated by reference to Exhibit 10.7 to the registrant’s Annual Report on Form 10-k filed on March 31,

Warrant of Mix 1 Life, Inc.

dated effective February 6, 2014 (incorporated by reference

to Exhibit 10.8 to the registrant’s Annual Report on Form 10-K filed on March 31, 2015)

Security Agreement with Mix 1 Life, Inc.

dated effective February 6, 2014 (incorporated

by reference to Exhibit 10.9 to the registrant’s Annual Report on Form 10-K filed on March 31, 2015)

Guaranty and Pledge Agreement with Christopher Larson

and Cameron Robb dated effective February 6, 2014 (incorporated by reference to Exhibit 10.10 to the registrant’s

Annual Report on Form 10-K filed on March 31, 2015)

Note Purchase Agreement with Mix 1 Life, Inc.

dated effective March 13, 2015 (incorporated

by reference to Exhibit 10.11 to the registrant’s Annual Report on Form 10-K filed on March 31, 2015)

Senior Secured Promissory Note of Mix 1 Life, Inc.

dated effective March 13, 2015 (incorporated

by reference to Exhibit 10.12 to the registrant’s Annual Report on Form 10-K filed on March 31, 2015)

Employment agreement with Douglas Polinsky

Employmnet agreement with Joseph Geraci

Code of Ethics (incorporated by reference to Exhibit 14.1 to the registrant’s Annual

Report on Form 10-K filed on April 1, 2013)

Section 302 Certification

of the Chief Executive Officer*

Section 302 Certification

of the Chief Financial Officer*

Certification of Chief

Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C.

§1350, as Adopted Pursuant to Section 906

of the Sarbanes-Oxley Act of 2002*

electronically herewith.

In accordance

with the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf

by the undersigned, thereunto duly authorized.

(incorporated by reference to Exhibit 3.2 to the registrant’s registration statement on Form 10-SB filed on January 29, 2008)

Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the registrant’s registration statement on Form 10-SB filed on January 29, 2008)

Loan and Security Agreement with Eastman Investment, Inc., a Nevada corporation, and Lyle A.

Berman, as trustee of the Lyle A.

Berman Revocable Trust, dated January 3, 2022 (incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K filed on January 10, 2022)

Employment agreement with Douglas Polinsky (incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K filed on February 1, 2019)

Employment agreement with Joseph Geraci (incorporated by reference to Exhibit 10.2 to the registrant’s current report on Form 8-K filed on February 1, 2019)

Code of Ethics *

Section 302 Certification of the Chief Executive Officer *

Section 302 Certification of the Chief Financial Officer *

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C.

§1350, as Adopted

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

* Filed electronically herewith.

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MILL CITY VENTURES III, LTD.

2 unchanged sentences

Chief Executive Officer

March 10, 2021

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf

of the registrant and in the capacities and on the dates indicated.

March 14 th , 2022

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Douglas M.

Chief Executive Officer, President and

March 10, 2021

March 14 th , 2022

Director (principal executive officer)

1 unchanged sentence

Chief Financial Officer and Director

March 10, 2021

March 14 th , 2022

(principal accounting and financial officer)

March 10, 2021

/s/ Lyle Berman

March 14 th , 2022

/s/ Howard Liszt

March 10, 2021

March 14 th , 2022

/s/ Laurence Zipkin

March 10, 2021

March 14 th , 2022

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures