UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

(Check One):		☐    Form 10-K		☐     Form 11-K	☐     Form 20-F
		☒    Form 10-Q		☐     Form N-SAR

 

For Period Ended: September 30, 2016   

 

☐   Transition Report on Form 10-K		☐   Transition Report on Form 10-Q
☐   Transition Report on Form 20-F		☐   Transition Report on Form N-SAR
☐   Transition Report on Form 11-K

 

For the Transition Period Ended: ____________________________

 

Read attached instruction sheet before preparing form. Please print or type.

 

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates: _____________________________

  

PART I

REGISTRANT INFORMATION

 

Full name of registrant: Mill City Ventures III, Ltd.                                                                                                               

Former name if applicable:                                                                                                                                                       

 

Address of principal executive office (Street and number): 328 Barry Avenue, Suite 210                                                    

City, State and zip code: Wayzata, MN 55391                                                                                                                             

 

 

PART II

RULE 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

 

		(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense.
☒		(b)	The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date.
		(c)	The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.  Not applicable.

 

PART III

NARRATIVE

 

State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR or the transition report or portion thereof could not be filed within the prescribed time period. (Attach extra sheets if needed.)

 

The Company was not able to file its Form 10-Q within the prescribed time period because of unforeseen difficulties coordinating a complete and proper review of the filing by the Company’s management, legal counsel and independent registered accounting firm. The delay could not have been avoided without unreasonable effort and expense. Nevertheless, the Company has, as of the date of this 12b-25, already filed the Form 10-Q.

 

PART IV

OTHER INFORMATION

 

(1)       Name and telephone number of person to contact in regard to this notification:

 

Paul D. Chestovich	(612) 672-8305
(Name)	(Telephone Number)

 

(2)       Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). ☒   Yes ☐   No

 

(3)       Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?   ☐   Yes  ☒   No

 

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

Explanation of anticipated change: N/A

 

 

                     Mill City Ventures III, Ltd.                     

(Name of Registrant as Specified in Charter)

 

Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

Date:	November 15, 2016		By:	/s/ Douglas M. Polinsky
				Douglas M. Polinsky
				Chief Executive Officer

 

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form.

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).