~~For the transition period from _______________________ to ___________________~~

MILL CITY VENTURES III, LTD.

(Exact name of registrant as specified in its charter)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.x☒ Yes ¨☐ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).x☒ Yes ¨☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).¨ Yes x No

As of ~~September 30, 2017,~~May 17, 2021, Mill City Ventures III, Ltd. had ~~11,067,402~~10,786,913 shares of common stock, and no other classes of capital stock, outstanding.

CONDENSED STATEMENTS OF ~~CHANGES IN NET ASSETS~~SHAREHOLDERS’ EQUITY (UNAUDITED)

Investments⁽¹⁾ Investment Type⁽⁵⁾ Interest
Rate⁽⁶⁾ Expiration
Date⁽⁷⁾ Shares/Units Cost Fair Value Percentage
of Net
Assets Gross
Unrealized
Appreciation Gross
Unrealized
Depreciation Net Unrealized
Appreciation
(Depreciation)
Equity Investments
Advertising
Creative Realities, Inc. Warrants⁽⁸⁾ n/a 12/28/2020 1,071,429 — 128,572 1.40 % 128,572 — 128,572

Bio-technology
Bio Life Solutions, Inc. Warrants⁽⁸⁾ n/a 3/20/2021 100,000 — 96,000 96,000 — 96,000
Combimatrix Corporation Warrants⁽⁸⁾ n/a 5/6/2019 2,732 — — — — —
Combimatrix Corporation Warrants⁽⁸⁾ n/a 6/28/2019 2,733 — — — — —
Combimatrix Corporation Warrants⁽⁸⁾ n/a 12/19/2018 8,333 — — — — —
— 96,000 1.04 % 96,000 — 96,000
Consumer
Escalade Inc. Common Stock n/a n/a 7,929 93,975 107,835 13,860 — 13,860
Famous Daves of America, Inc. Common Stock n/a n/a 38,614 164,584 160,090 3,159 7,653 (4,494 )
Forward Industries, Inc. Common Stock⁽⁸⁾ n/a n/a 20,100 23,969 24,703 758 24 734
Mix 1 Life, Inc. Common Stock⁽¹⁰⁾ n/a n/a 100,000 46,160 800 — 45,360 (45,360 )
Stanley Furniture Co., Inc. Common Stock⁽⁸⁾ n/a n/a 147,118 160,346 173,599 15,769 2,516 13,253
Tzfat Spirits of Israel, LLC LLC Membership Units⁽⁸⁾ n/a n/a 55,000 101,019 25,000 — 76,019 (76,019 )
590,053 492,027 5.34 % 33,546 131,572 (98,026 )
Education
Nat'l Amer. Univ. Holdings, Inc. Common Stock n/a n/a 59,839 119,027 128,055 1.39 % 9,032 4 9,028
Financial
OTC Markets Group Cl A Common Stock n/a n/a 12,618 203,015 372,231 169,216 — 169,216
QC Holdings, Inc. Common Stock⁽⁸⁾ n/a n/a 15,000 10,655 6,300 — 4,355 (4,355 )
Planet Payment, Inc. Common Stock⁽⁸⁾ n/a n/a 15,800 69,858 67,782 — 2,076 (2,076 )
283,528 446,313 4.85 % 169,216 6,431 162,785
Healthcare
Enteromedics, Inc. Preferred LLC Units^{(4) (8)} n/a n/a 156 155,321 120,112 — 35,209 (35,209 )
Enteromedics, Inc. Warrants⁽⁸⁾ n/a 8/16/2024 67,860 679 — — 679 (679 )
HemaCare Corp. Common Stock⁽⁸⁾ n/a n/a 84,284 263,937 252,852 1,156 12,241 (11,085 )
419,937 372,964 4.05 % 1,156 48,129 (46,973 )
Information Technology
Insite Software Solutions, Inc Warrants⁽⁸⁾ n/a 12/30/2023 108,960 — — — — —
MAX 4G, Inc. Preferred Stock⁽⁸⁾ n/a n/a 300,000 150,000 300,000 150,000 — 150,000
Simulations Plus, Inc. Common Stock n/a n/a 25,001 246,710 387,508 140,798 — 140,798
Travelzoo, Inc. Common Stock n/a n/a 30,000 324,848 258,000 — 66,848 (66,848 )
721,558 945,508 10.27 % 290,798 66,848 223,950
Leisure & Hospitality
Bitesquad.com LLC Preferred LLC Units^{(4) (8)} n/a n/a 73,543 1,014,893 2,020,226 1,005,333 — 1,005,333
DBR Enclave US Investors, LLC LLC Membership Units 15 % 1/31/2020 500,000 500,000 500,000 — — —
1,514,893 2,520,226 27.37 % 1,005,333 — 1,005,333
Oil & Gas
Northern Capital Partners I, LP Limited Partnership Units⁽⁸⁾ n/a n/a 550,000 550,000 488,629 — 61,371 (61,371 )
Southern Plains Resources, Inc. Common Stock⁽⁸⁾ n/a n/a 600,000 730,000 — — 730,000 (730,000 )
1,280,000 488,629 5.31 % — 791,371 (791,371 )
Publishing
Educational Development Corp. Common Stock n/a n/a 63,702 641,971 612,762 6.65 % 33,182 62,391 (29,209 )

Telecommunications
Tessco Technologies Inc. Common Stock n/a n/a 5,000 83,090 62,250 0.68 % — 20,840 (20,840 )

Total Equity Investments 5,654,057 6,293,306 68.34 % 1,766,835 1,127,586 639,249

Total Cash and Cash Equivalents 2,336,878 2,336,878 25.38 % — — —

Total Investments, Cash and Cash Equivalents $ 9,240,935 $ 9,130,184 99.15 % $ 1,766,835 $ 1,877,586 $ (110,751 )

⁽¹⁾

All investments and all cash, restricted cash and cash equivalents are “qualifying assets” under Section 55(a) of the Investment Company Act of 1940 unless indicated to the contrary in the table or by footnote.

⁽²⁾

~~Interest is presented on a per annum basis.~~

⁽³⁾

~~Investment is secured but payment and collateral are subordinated to the debt of another creditor by contract.~~

⁽⁴⁾

~~Investment is convertible into common equity of the issuer.~~

⁽⁵⁾

~~In the case of warrants, warrants provide for the right to purchase common equity of the issuer.~~

⁽⁶⁾

~~In the case of preferred stock, this represents the right to annual cumulative dividends calculated on a per annum basis.~~

⁽⁷⁾

~~In the case of warrants, purchase rights under the warrants will expire at the close of business on this date.~~

⁽⁸⁾

~~Investment is not an income-producing investment.~~

⁽⁹⁾

~~Investment is neither a “qualifying asset” under Section 55(a) of the Investment Company Act of 1940, nor a restricted security.~~

~~At September 30, 2017, aggregate non-qualifying assets represented approximately 0.0% of our total assets.~~

⁽¹⁰⁾

~~Value reflects 20% discount for restricted nature of securities~~

~~- 7 -~~

- 8 -

MILL CITY VENTURES III, LTD.

SCHEDULE OF INVESTMENTS

DECEMBER 31, ~~2016~~2020

Investments⁽¹⁾ Investment Type Interest
Rate⁽²⁾ Maturity
Date Principal
Amount Cost Fair Value Percentage
of Net
Assets Gross
Unrealized
Appreciation Gross
Unrealized
Depreciation Net
Unrealized
Appreciation
(Depreciation)
Debt Investments
Consumer
Mix 1 Life, Inc. Secured Loan⁽⁴⁾ 12 % 2/6/2016 $ 500,000 500,000 180,000 — 320,000 (320,000 )
Mix 1 Life, Inc. Secured Loan 12 % 3/13/2016 $ 250,000 250,000 — — 250,000 (250,000 )
750,000 180,000 1.92 % — 570,000 (570,000 )
Financial
Bravo Financial LLC Secured Loan 12 % 8/31/2018 $ 500,000 500,000 500,000 5.32 % — — —
Oil & Gas
Dala Petroleum, Inc. Secured Loan 12 % 12/31/2015 $ 25,000 25,000 — — 25,000 (25,000 )
Dala Petroleum, Inc. Secured Loan 12 % 12/22/2016 $ 35,195 35,195 — — 35,195 (35,195 )
Dala Petroleum, Inc. Secured Loan 12 % 12/16/2017 $ 22,500 22,500 — — 22,500 (22,500 )
82,695 — 0.00 % — 82,695 (82,695 )

Total Debt Investments 1,332,695 680,000 7.24 % — 652,695 (652,695 )

Investment / Industry	Cost		Fair Value		Percentage of Net Assets
Short-Term Non-banking Loans
Consumer - 20% secured loans	$	400,000	$	400,000		3.44	%
Financial - 44% secured loans		400,000		400,000		3.44	%
Financial - 36% secured loans		500,000		500,000		4.30	%
Real Estate - 15% secured loans
Alatus Development, LLC		1,250,000		1,250,000		10.74	%
Other		239,000		239,000		2.05	%
Total Short-Term Non-Banking Loans		2,789,000		2,789,000		23.97	%

Common Stock
Consumer
Ammo, Inc.		1,750,000		3,300,000		28.34	%

Preferred Stock
Information Technology		150,000		300,000		2.58	%

Warrants
Healthcare		679		—		0.00	%

Other Equity
Leisure & Hospitality		278,897		278,897		2.40	%

Total Investments	$	4,968,576	$	6,667,897		57.30	%

Total Cash		5,440,579		5,440,579		46.74	%

Total Investments and Cash	$	10,409,155	$	12,108,476		104.04	%

Investments⁽¹⁾ Investment Type⁽⁵⁾ Interest
Rate⁽⁶⁾ Expiration
Date⁽⁷⁾ Shares/Units Cost Fair Value Percentage
of Net
Assets Gross
Unrealized
Appreciation Gross
Unrealized
Depreciation Net
Unrealized
Appreciation
(Depreciation)
Equity Investments
Advertising
Creative Realities, Inc. Warrants⁽⁸⁾ n/a 12/28/2020 1,071,429 — 32,143 0.34 % 32,143 — 32,143
Bio-technology
Bio Life Solutions, Inc. Warrants⁽⁸⁾ n/a 3/20/2021 100,000 — — — — —
Combimatrix Corporation Warrants⁽⁸⁾ n/a 5/6/2019 5,464 — — — — —
Combimatrix Corporation Warrants⁽⁸⁾ n/a 6/28/2019 5,464 — — — — —
Combimatrix Corporation Warrants⁽⁸⁾ n/a 12/19/2018 16,666 — — — — —
— — 0.00 % — — —
Consumer
Escalade Inc. Common Stock n/a n/a 7,929 93,975 104,663 10,688 — 10,688
Mix 1 Life, Inc. Common Stock⁽⁸⁾ n/a n/a 40,051 — 15,219 15,219 — 15,219
Mix 1 Life, Inc. Common Stock⁽¹⁰⁾ n/a n/a 100,000 46,160 30,000 — 16,160 (16,160 )
Tzfat Spirits of Israel, LLC LLC Membership Units⁽⁸⁾ n/a n/a 55,000 101,019 25,000 — 76,019 (76,019 )
241,154 174,882 1.86 % 25,907 92,179 (66,272 )
Education
Nat'l Amer. Univ. Holdings, Inc. Common Stock n/a n/a 59,839 119,027 116,686 1.24 % 992 3,333 (2,341 )
Financial
Comm. Sales & Leasing Common Stock⁽⁹⁾ n/a n/a 2,000 65,620 50,820 — 14,800 (14,800 )
OTC Markets Group Cl A Common Stock n/a n/a 19,074 297,381 438,702 141,321 — 141,321
QC Holdings, Inc. Common Stock⁽⁸⁾ n/a n/a 15,000 10,655 11,100 445 — 445
373,656 500,622 5.33 % 141,766 14,800 126,966
Healthcare
WaferGen Bio-Systems, Inc. Common Stock⁽⁸⁾ n/a n/a 85,210 369,800 420,085 50,285 — 50,285
WaferGen Bio-Systems, Inc. Warrants⁽⁸⁾ n/a 10/21/2020 40,000 — — — — —
369,800 420,085 4.48 % 50,285 — 50,285
Information Technology
Insite Software Solutions, Inc Warrants⁽⁸⁾ n/a 12/30/2023 108,960 — — — — —
MAX 4G, Inc. Preferred Stock⁽⁸⁾ n/a n/a 300,000 150,000 300,000 150,000 — 150,000
Mitek Systems Inc. Common Stock⁽⁸⁾ n/a n/a 7,772 50,540 47,798 — 2,742 (2,742 )
Simulations Plus, Inc. Common Stock n/a n/a 18,639 173,310 179,862 10,659 4,107 6,552
Travelzoo, Inc. Common Stock n/a n/a 15,100 177,459 141,940 — 35,519 (35,519 )
551,309 669,600 7.13 % 160,659 42,368 118,291
Investment Fund

Calamos Conv. & High Inc. Fund Common Stock⁽⁹⁾ n/a n/a 10,000 128,357 105,500 — 22,857 (22,857 )
Solar Senior Capital Ltd Common Stock⁽⁹⁾ n/a n/a 6,047 91,983 99,412 7,429 — 7,429
220,340 204,912 2.18 % 7,429 22,857 (15,428 )
Leisure & Hospitality
Bitesquad.com LLC Preferred LLC Units^{(4) (8)} n/a n/a 100,000 1,380,000 2,747,011 29.26 % 1,367,011 — 1,367,011
Media
Discovery Communications Inc. Common Stock⁽⁹⁾ n/a n/a 5,000 149,609 137,050 1.46 % — 12,559 (12,559 )
Oil & Gas
Dala Petroleum, Inc. Preferred Stock⁽⁸⁾ n/a n/a 500 500,000 — — 500,000 (500,000 )
Dala Petroleum, Inc. Warrants⁽⁸⁾ n/a 6/3/2017 714,286 — — — — —
Northern Capital Partners I, LP Limited Partnership Units⁽⁸⁾ n/a n/a 550,000 550,000 488,629 — 61,371 (61,371 )
Southern Plains Resources, Inc. Common Stock⁽⁸⁾ n/a n/a 600,000 730,000 — — 730,000 (730,000 )
1,780,000 488,629 5.21 % — 1,291,371 (1,291,371 )
Publishing
Educational Development Corp. Common Stock n/a n/a 36,905 409,380 367,205 3.91 % 3,141 45,316 (42,175 )

Telecommunications
AT&T Common Stock⁽⁹⁾ n/a n/a 5,000 175,260 212,650 37,390 — 37,390
CenturyLink, Inc. Common Stock⁽⁹⁾ n/a n/a 5,000 157,360 118,900 — 38,460 (38,460 )
MagicJack VocalTek Ltd. Common Stock^{(8) (9)} n/a n/a 5,754 34,141 39,415 5,274 — 5,274
Tessco Technologies Inc. Common Stock n/a n/a 5,000 83,090 65,000 — 18,090 (18,090 )
Windstream Holdings Inc. Common Stock⁽⁹⁾ n/a n/a 1,666 21,087 12,212 — 8,875 (8,875 )
470,938 448,177 4.78 % 42,664 65,425 (22,761 )

Total Equity Investments 6,065,213 6,307,002 67.18 % 1,831,997 1,590,208 241,789

Total Cash and Cash Equivalents 2,344,751 2,344,751 24.98 % — — —

Total Investments, Cash and Cash Equivalents $ 9,742,659 $ 9,331,753 99.40 % $ 1,831,997 $ 2,242,903 $ (410,906 )

⁽¹⁾

⁽²⁾

~~Interest is presented on a per annum basis.~~

⁽³⁾

~~Investment is secured but payment and collateral are subordinated to the debt of another creditor by contract.~~

⁽⁴⁾

~~Investment is convertible into common equity of the issuer.~~

⁽⁵⁾

~~In the case of warrants, warrants provide for the right to purchase common equity of the issuer.~~

⁽⁶⁾

~~In the case of preferred stock, this represents the right to annual cumulative dividends calculated on a per annum basis.~~

⁽⁷⁾

~~In the case of warrants, purchase rights under the warrants will expire at the close of business on this date.~~

⁽⁸⁾

~~Investment is not an income-producing investment.~~

⁽⁹⁾

~~Investment is neither a “qualifying asset” under Section 55(a) of the Investment Company Act of 1940, nor a restricted security.~~

~~At December 31, 2016, aggregate non-qualifying assets represented approximately 8.3% of our total assets.~~

⁽¹⁰⁾

~~Value reflects 20% discount for restricted nature of securities~~

~~- 8 -~~

- 9 -

MILL CITY VENTURES III, LTD.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

~~September 30, 2017~~
March 31, 2021

NOTE 1 – ORGANIZATION

~~Mill City Ventures III, Ltd. is an investment company incorporated in the State of Minnesota on January 10, 2006.~~ In this report, we generally refer to Mill City Ventures III, Ltd. in the first person “we.” On occasion, we refer to our company in the third person as “Mill City Ventures” or the ~~“company.~~“Company.” The Company follows accounting and reporting guidance in Accounting Standards (“ASC”) 946.

We ~~are an internally managed closed-end non-diversified management investment company. We have~~were incorporated in Minnesota in January 2006. Until December 13, 2012, we were a development-stage company that focused on promoting and placing a proprietary poker game online and into casinos and entertainment facilities nationwide. In 2013, we elected to ~~be regulated as~~become a business development company ~~or “BDC,”~~(“BDC”) under the Investment Company Act of 1940 (the “1940 Act”). ~~To date, we have not made an election to be treated~~We operated as a ~~regulated investment~~BDC until we withdrew our BDC election on December 27, 2019. As of the time of this filing, we remain a public reporting company ~~or “RIC,”~~that files periodic reports with the SEC. We offer short-term specialty finance solutions primarily to private businesses, small-cap public companies and high-net-worth individuals. To avoid regulation under the ~~Internal Revenue Code of 1986 (the “Code”).~~

~~We primarily focus on investing in or lending~~1940 Act, we generally seek to ~~privately held and small-cap publicly traded U.S. companies, and making managerial assistance available to such companies. These~~structure our investments are typically structured as purchases of preferred or common stock, investment contracts, or loans evidenced by promissory notes that may be convertible into stock by their terms or that may be accompanied by the issuance to us of warrants or similar rights to purchase stock. Our investments may be madeso they do not constitute “investment securities” for purposes of ~~financing acquisitions, recapitalizations, buyouts, organic growth~~federal securities law, and ~~working capital. Our future revenues will relate~~we monitor our investments as a whole to ~~the gain we realize from the sale~~ensure that no more than 40% of ~~securities we purchase, and to dividends and interest we derive from those~~our total assets may consist of investment securities. ~~Our investment objective is to generate both current income and capital appreciation that ultimately become gains.~~

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation: The accompanying unaudited condensed financial statements of Mill City Ventures have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (GAAP) for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the quarter ended ~~September 30, 2017~~March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2017.~~2021.

The condensed balance sheet atas of December 31, ~~2016~~2020 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. For further information, refer to the ~~consolidated~~ financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2020.

Use of ~~estimates~~estimates: : The preparation of financial statements in conformity with GAAP requires management and our ~~independent board members~~Board of Directors to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities, at the date of the financial statements, as well as the reported amounts of expenses during the reporting period. Actual results could differ from those ~~estimates.~~estimates, and the differences could be material. For more information, see the “Valuation of portfolio investments” caption below, and “Note 4 – Fair Value of Financial Instruments” below. The Company is an investment company following accounting and reporting guidance in ASC 946.

Cash ~~deposits~~deposits: : We maintain our cash balances in financial institutions and with regulated financial investment brokers. Cash on deposit in excess of FDIC and similar coverage is subject to the usual banking risk of funds in excess of those limits.

Valuation of portfolio ~~investments~~investments: : We carry our investments in accordance with ASC Topic 820,Fair Value Measurements and Disclosures (“ASC 820”), issued by the Financial Accounting Standards Board (“FASB”), which defines fair value, establishes a framework for measuring fair value, and requires disclosures about fair value measurements. Fair value is generally based on quoted market prices provided by independent pricing services, broker or dealer quotations, or alternative price sources. In the absence of quoted market prices, broker or dealer quotations, or alternative price sources, investments are measured at fair value as determined by our Board of Directors, or by the Valuation Committee of our Board of Directors, based on, among other things, the input of our executive management, the Audit Committee of our Board of Directors, and any independent third-party valuation experts that may be engaged by management to assist in the valuation of our portfolio investments, but in all cases consistent with our written valuation policies and procedures.

- 10 -

MILL CITY VENTURES III, LTD.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2021

Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material. In addition, such investments are generally less liquid than publicly traded securities. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we could realize significantly less than the value at which we have recorded it.

~~- 9 -~~

~~MILL CITY VENTURES III, LTD.~~

~~NOTES TO FINANCIAL STATEMENTS (UNAUDITED)~~

~~September 30, 2017~~

~~For more information, see Note 4 “Fair Value of Financial Instruments.”~~

~~Income taxes~~: We account for income taxes under the liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. For more information, see Note 7 “Income Taxes.”

~~Revenue recognition~~~~: Realized gains or losses on the sale of investments are calculated using the specific investment method.~~

Interest income, adjusted for amortization of premiums and accretion of discounts, is recorded on an accrual basis. Discounts from and premiums to par value on securities purchased are accreted or amortized, as applicable, into interest income over the life of the related security using the effective-yield method. The amortized cost of investments represents the original cost, adjusted for the accretion of discounts and amortization of premiums, if any. Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more, or when there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past-due principal and interest is paid and, in management’s judgment, are likely to remain current. We may make exceptions to the policy described above if a loan has sufficient collateral value and is in the process of collection.

Dividend income on preferred equity securities is recorded as dividend income on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies.

Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK represents accrued interested or accumulated dividends that are added to the loan principal or stated value of the investment on the respective interest- or dividend-payment dates rather than being paid in cash, and generally becomes due at maturity or upon being repurchased by the issuer. PIK interest or dividends is recorded as interest or dividend income, as applicable. If at any point we believe that PIK interest or dividends is not expected to be realized, the PIK-generating investment will be placed on non-accrual status. Accrued PIK interest or dividends are generally reversed through interest or dividend income, respectively, when an investment in placed on non-accrual status.

~~Recent accounting pronouncements~~~~: No new accounting pronouncement issued or effective during the fiscal quarter covered by this report has had or is expected to have a material impact on our condensed financial statements.~~

~~Allocation of net gains and losses:~~ ~~All income, gains, losses, deductions and credits for any investment are allocated in a manner proportionate to the shares owned.~~

~~Management and service fees:~~ ~~We do not incur expenses related to management and service fees. Our executive management team manages our investments as part of their employment responsibilities.~~

~~NOTE 3 – INVESTMENTS~~

The following table shows the composition of our investment portfolio by major class, at amortized cost and fair value, as of September 30, 2017 (together with the corresponding percentage of total portfolio investments):

As of September 30, 2017
Investments at
Amortized Cost Percentage of
Amortized Cost Investments at
Fair Value Percentage of
Fair Value
Senior Secured Loans $ 1,250,000 18.1 % $ 500,000 7.4 %
Preferred Stock 1,320,214 19.1 2,440,338 35.9
Common Stock 3,182,145 46.1 2,614,767 38.5
Warrants 679 - 224,572 3.3
Other Equity 1,151,019 16.7 1,013,629 14.9
Total $ 6,904,057 100.0 % $ 6,793,306 100.0 %

~~- 10 -~~

~~MILL CITY VENTURES III, LTD.~~

~~NOTES TO FINANCIAL STATEMENTS (UNAUDITED)~~

~~September 30, 2017~~

The following table shows the composition of our investment portfolio by major class, at amortized cost and fair value, as of December 31, 2016 (together with the corresponding percentage of total portfolio investments):

As of December 31, 2016
Investments at
Amortized Cost Percentage of
Amortized Cost Investments at
Fair Value Percentage of
Fair Value
Senior Secured Loans $ 1,332,695 18.0 % $ 680,000 9.7 %
Preferred Stock 2,030,000 27.4 3,047,011 43.6
Common Stock 3,384,194 45.8 2,714,219 38.8
Warrants - - 32,143 0.5
Other Equity 651,019 8.8 513,629 7.4
Total $ 7,397,908 100.0 % $ 6,987,002 100.0 %

~~The following table shows the composition of our investment portfolio by industry grouping, based on fair value as of September 30, 2017:~~

As of September 30, 2017
Investments at
Fair Value Percentage of
Fair Value
Advertising $ 128,572 1.9 %
Bio-technology 96,000 1.4
Consumer 492,027 7.3
Education 128,055 1.9
Financial 946,313 13.9
Healthcare 372,964 5.5
Information Technology 945,508 13.9
Leisure & Hospitality 2,520,226 37.1
Oil & Gas 488,629 7.2
Publishing 612,762 9.0
Telecommunications 62,250 0.9
Total $ 6,793,306 100.0 %

~~The following table shows the composition of our investment portfolio by industry grouping, based on fair value as of December 31, 2016:~~

As of December 31, 2016
Investments at
Fair Value Percentage of
Fair Value
Advertising $ 32,143 0.5 %
Consumer 354,882 5.1
Education 116,686 1.7
Financial 1,000,622 14.3
Healthcare 420,085 6.0
Information Technology 669,600 9.6
Investment Fund 204,912 2.9
Leisure & Hospitality 2,747,011 39.3
Media 137,050 2.0
Oil & Gas 488,629 7.0
Publishing 367,205 5.2
Telecommunications 448,177 6.4
Total $ 6,987,002 100.0 %

~~- 11 -~~

~~MILL CITY VENTURES III, LTD.~~

~~NOTES TO FINANCIAL STATEMENTS (UNAUDITED)~~

~~September 30, 2017~~

We do not “control,” and we are not an “affiliate” (as each of those terms is defined in the 1940 Act), of any of our portfolio companies as of September 30, 2017. Under the 1940 Act, we would generally be presumed to “control” a portfolio company if we owned more than 25% of its voting securities, and be an “affiliate” of a portfolio company if we owned at least 5% and up to 25% of its voting securities.

~~NOTE 4 – FAIR VALUE OF FINANCIAL INSTRUMENTS~~

~~General information~~: Accounting guidance establishes a hierarchal disclosure framework that prioritizes and ranks the level of market price observability of inputs used in measuring investments at fair value. Observable inputs must be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability based on market data obtained from independent sources. Unobservable inputs are inputs that reflect our assumptions about the factors market participants would use in valuing the asset or liability based upon the best information available. Assets and liabilities measured at fair value are to be categorized into one of the three hierarchy levels based on the relative observability of inputs used in the valuation. The three levels are defined as follows:

Level 1:Observable inputs based on quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2:Observable inputs based on quoted prices for similar assets and liabilities in active markets, or quoted prices for identical assets and liabilities in inactive markets.

Level 3:Unobservable inputs that reflect an entity’s own assumptions about what inputs a market participant would use in pricing the asset or liability based on the best information available in the circumstances.

Our valuation policy and procedures: Under our valuation policies and procedures, we evaluate the source of inputs, including any markets in which our investments are trading, and then apply the resulting information in determining fair value. For our Level 1 investment assets, our valuation policy generally requires us to use a market approach, considering the last quoted closing price of a security we own that is listed on a securities exchange, and in a case where a security we own is listed on an over-the-counter market, to average the last quoted bid and ask price on the most active market on which the security is quoted. In the case of traded debt securities the prices for which are not readily available, we may value those securities using a present value approach, at their weighted-average yield to maturity.

The estimated fair value of our Level 3 investment assets is determined on a quarterly basis by ~~the Valuation Committee of~~ our Board of Directors, pursuant to our written Valuation Policy and Procedures. These policies and procedures generally require that we value our Level 3 equity investments at cost plus any accrued interest, unless circumstances warrant a different approach. Our Valuation Policy and Procedures provide examples of these circumstances, such as when a portfolio company has engaged in a subsequent financing of more than ade minimis size involving sophisticated investors (in which case we may use the price involved in that financing as a determinative input absent other known factors), or when a portfolio company is engaged in the process of a transaction that we determine is reasonably likely to occur (in which case we may use the price involved in the pending transaction as a determinative input absent other known factors). Other situations identified in our Valuation Policy and Procedures that may serve as input supporting a change in the valuation of our Level 3 equity investments include (i) a third-party valuation conducted by an independent and qualified professional, (ii) changes in the performance of long-term financial prospects of the portfolio company, (iii) a subsequent financing that changes the distribution rights associated with the equity security we hold, or (iv) sale transactions involving comparable companies, but only if further supported by a third-party valuation conducted by an independent and qualified professional.

When valuing preferred equity investments, we generally view intrinsic value as a key input. Intrinsic value means the value of any conversion feature (if the preferred investment is convertible) or the value of any liquidation or other preference. Discounts to intrinsic value may be applied in cases where the issuer’s financial condition is impaired or, in cases where intrinsic value relating to a conversion is determined to be a key input, to account for resale restrictions applicable to the securities issuable upon conversion.

When valuing warrants, our Valuation Policy and Procedures indicate that value will generally be the difference between closing price of the underlying equity security and the exercise price, after applying an appropriate discount for restriction, if applicable, in situations where the underlying security is marketable. If the underlying security is not marketable, then intrinsic value will be considered consistent with the principles described above. Generally, “out-of-the-money” warrants will be valued at cost or zero.

For non-traded (Level 3) debt securities with a residual maturity less than or equal to 60 days, the value will generally be based on a present value approach, considering the straight-line amortized face value of the debt unless justification for impairment exists. The fair value for short-term non-banking loans is determined as the present value of future contractual cash flows discounted at an interest rate that reflects the risks inherent to those cash flows. The discount ranges from 14% to 44% and approximate rates currently observed in publicly traded debt markets for debt of similar terms to companies with comparable credit risk.

~~- 12 -~~

- 11 -

MILL CITY VENTURES III, LTD.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

~~September 30, 2017~~
March 31, 2021

On a quarterly basis, our management provides members of our ~~Valuation Committee~~Board of Directors with (i) valuation reports for each portfolio investment (which reports include our cost,, the most recent prior valuation and any current proposed valuation, and an indication of the valuation methodology used, together with any other supporting materials); (ii) Mill City Ventures’ bank and other statements pertaining to our cash and cash equivalents; ~~and~~ (iii) quarter- or period-end statements from our custodial firms holding any of our portfolio ~~investments.~~investments; and (iv) recommendations to change any existing valuations of our portfolio investments or hierarchy levels for purposes of determining the fair value of such investments based upon the foregoing. The board or committee then discusses these materials and, consistent with the policies and approaches outlined above, makes final determinations respecting the valuation and hierarchy levels of our portfolio investments.

We made no changes to our Valuation Policy and Procedures during the reporting ~~period.~~period other than to have our entire Board of Directors involved in implementing and discharging those policies and procedures.

Income taxes:

We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying amount and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. In the event we were to determine we would be able to realize our deferred income tax assets in the future in excess of their recorded amount, we would make an adjustment to the valuation allowance, which would reduce the provision for income taxes.

We file income tax returns in the U.S. Federal jurisdiction and various state jurisdictions. The Company does not believe there will be any material changes in its unrecognized tax positions over the next 12 months. Our evaluation was performed for the tax years ended December 31, 2017 through 2020, which are the tax years that remain subject to examination by major tax jurisdictions as of March 31, 2021.

Revenue recognition: Realized gains or losses on the sale of investments are calculated using the specific investment method.

Interest income, adjusted for amortization of premiums and accretion of discounts, is recorded on an accrual basis. Discounts from and premiums to par value on securities purchased are accreted or amortized, as applicable, into interest income over the life of the related security using the effective-yield method. The amortized cost of investments represents the original cost, adjusted for the accretion of discounts and amortization of premiums, if any. Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more, or when there is reasonable doubt that principal or interest will be collected in full. Loan origination fees are recognized when loans are issued. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past-due principal and interest is paid and, in management’s judgment, are likely to remain current. We may make exceptions to the policy described above if a loan has sufficient collateral value and is in the process of collection.

Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the loan principal or stated value of the investment on the respective interest- or dividend-payment dates rather than being paid in cash, and generally becomes due at maturity or upon being repurchased by the issuer. PIK interest or dividends is recorded as interest or dividend income, as applicable. If at any point we believe that PIK interest or dividends is not expected be realized, the PIK-generating investment will be placed on non-accrual status. Accrued PIK interest or dividends are generally reversed through interest or dividend income, respectively, when an investment in placed on non-accrual status.

- 12 -

MILL CITY VENTURES III, LTD.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2021

Allocation of net gains and losses: All income, gains, losses, deductions and credits for any investment are allocated in a manner proportionate to the shares owned.

Recently adopted accounting pronouncements

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes. ASU 2019-12 is intended to simplify accounting for income taxes. It removes certain exceptions to the general principles in Topic 740 and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years, which is fiscal 2021 for us, with early adoption permitted. The adoption of the ASU effective January 1, 2021 did not have a material impact on the Company’s financial statements.

NOTE 3 – INVESTMENTS

The following table shows the composition of our investment portfolio by major class, at amortized cost and fair value, as of March 31, 2021 (together with the corresponding percentage of the fair value of our total portfolio of investments):

	As of March 31, 2021
	Investments at Amortized Cost		Percentage of Amortized Cost			Investments at Fair Value		Percentage of Fair Value
Short-term Non-banking Loans	$	10,849,083		88.4	%	$	10,843,333		80.5	%
Preferred Stock		150,000		1.2			300,000		2.2
Common Stock		437,500		3.6			1,480,000		11.0
Warrants		679		—			—		—
Other Equity		839,070		6.8			839,070		6.3
Total	$	12,276,332		100.0	%	$	13,462,403		100.0	%

The following table shows the composition of our investment portfolio by major class, at amortized cost and fair value, as of December 31, 2020 (together with the corresponding percentage of the fair value of our total portfolio of investments):

	As of December 31, 2020
	Investments at Amortized Cost		Percentage of Amortized Cost			Investments at Fair Value		Percentage of Fair Value
Short-term Non-banking Loans	$	2,789,000		56.2	%	$	2,789,000		41.8	%
Preferred Stock		150,000		3.0			300,000		4.5
Common Stock		1,750,000		35.2			3,300,000		49.5
Warrants		679		—			—		—
Other Equity		278,897		5.6			278,897		4.2
Total	$	4,968,576		100.0	%	$	6,667,897		100.0	%

The following table shows the composition of our investment portfolio by industry grouping, based on fair value as of March 31, 2021:

	As of March 31, 2021
	Investments at Fair Value		Percentage of Fair Value
Consumer	$	1,880,000		14.0	%
Financial		6,793,333		50.4
Information Technology		300,000		2.2
Leisure & Hospitality		239,070		1.8
Real Estate		4,250,000		31.6
		—		—
Total	$	13,462,403		100.0	%

- 13 -

MILL CITY VENTURES III, LTD.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2021

The following table shows the composition of our investment portfolio by industry grouping, based on fair value as of December 31, 2020:

	As of December 31, 2020
	Investments at Fair Value		Percentage of Fair Value
Consumer	$	3,700,000		55.5	%
Financial		900,000		13.5
Information Technology		300,000		4.5
Leisure & Hospitality		278,897		4.2
Real Estate		1,489,000		22.3
Total	$	6,667,897		100.0	%

NOTE 4 – FAIR VALUE OF FINANCIAL INSTRUMENTS

Level 3 valuation information: Due to the inherent uncertainty in the valuation process, the estimate of the fair value of our investment portfolio as of ~~September 30, 2017~~March 31, 2021 may differ materially from values that would have been used had a readily available market for the securities existed.

The following table presents the fair value measurements of our portfolio investments by major class, as of ~~September 30, 2017,~~March 31, 2021, according to the fair value hierarchy:

	As of September 30, 2017								As of March 31, 2021
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Senior Secured Loans	$	-	$	-	$	500,000	$	500,000
Short-term Non-banking Loans									$	—	$	—	$	10,843,333	$	10,843,333
Preferred Stock		-		120,112		2,320,226		2,440,338						300,000		300,000
Common Stock		2,613,967		800		-		2,614,767		1,480,000		—		—		1,480,000
Warrants		-		224,572		-		224,572		—		—		—		—
Other Equity		-		-		1,013,629		1,013,629		—		—		839,070		839,070
Total	$	2,613,967	$	345,484	$	3,833,855	$	6,793,306	$	1,480,000	$	—	$	11,982,403	$	13,462,403

The following table presents the fair value measurements of our portfolio investments by major class, as of December 31, ~~2016,~~2020, according to the fair value ~~hierarchy~~hierarchy:

	As of December 31, 2020
	Level 1		Level 2		Level 3		Total
Short-term Non-banking Loans	$	—	$	—	$	2,789,000	$	2,789,000
Preferred Stock		—		—		300,000		300,000
Common Stock		3,300,000		—		—		3,300,000
Warrants		—		—		—		—
Other Equity		—		—		278,897		278,897
Total	$	3,300,000	$	—	$	3,367,897	$	6,667,897

As of December 31, 2016
Level 1 Level 2 Level 3 Total
Senior Secured Loans $ - $ - $ 680,000 $ 680,000
Preferred Stock - - 3,047,011 3,047,011
Common Stock 2,684,219 30,000 - 2,714,219
Warrants - 32,143 - 32,143
Other Equity - - 513,629 513,629
Total $ 2,684,219 $ 62,143 $ 4,240,640 $ 6,987,002

- 14 -

MILL CITY VENTURES III, LTD.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2021

The following table presents a reconciliation of the beginning and ending fair value balances for our Level 3 portfolio investment assets for the ~~nine~~three months ended ~~September 30, 2017:~~March 31, 2021:

Senior Secured
Loans Preferred Stock Common Stock Warrants Other Equity
Balance as of December 31, 2016 $ 680,000 $ 3,047,011 $ - $ - $ 513,629
Net change in unrealized appreciation (depreciation) (97,305 ) 138,321 - - -
Purchases and other adjustments to cost 10,000 - - - 500,000
Sales and redemptions (182,695 ) (746,225 ) - - -
Net realized gain 90,000 (118,881 ) - - -
Balance as of September 30, 2017 $ 500,000 $ 2,320,226 $ - $ - $ 1,013,629

	For the three months ended March 31, 2021
	ST Non-banking Loans			Preferred Stock		Common Stock		Warrants		Other Equity
Balance as of January 1, 2021	$	2,789,000		$	300,000	$	—	$	—	$	278,897
Net change in unrealized appreciation		—			—		—		—		—
Purchases and other adjustments to cost		8,693,333			—		—		—		600,000
Sales and redemptions		(639,000	)		—		—		—		(39,827	)
Net realized loss		—			—		—		—		—
Balance as of March 31, 2021	$	10,843,333		$	300,000	$	—	$	—	$	839,070

The net change in unrealized depreciation for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 attributable to Level 3 portfolio investments still held ~~at September 30, 2017~~as of March 31, 2021 is ~~$541,678, and is included in net change in unrealized appreciation (depreciation) on investments on the statement of operations.~~$0.

~~- 13 -~~

The following table lists our level 3 investments held as of March 31, 2021 and the unobservable inputs used to determine their valuation:

~~MILL CITY VENTURES III, LTD.~~

~~NOTES TO FINANCIAL STATEMENTS (UNAUDITED)~~

~~September 30, 2017~~

Security Type	3/31/21 FMV		Valuation Technique	Unobservable Inputs	Range
ST Non-banking Loans	$	10,843,333	discounted cash flow	determining private company credit rating	12-44%
Other Equity		839,070	last secured funding known by company	economic changes since last funding
Preferred Stock		300,000	last funding secured by company	economic changes since last funding
	$	11,982,403

The following table presents a reconciliation of the beginning and ending fair value balances for our Level 3 portfolio investment assets for the period ended December 31, ~~2016:~~2020:

	Senior Secured Loans			Preferred Stock		Common Stock		Warrants		Other Equity			For the year ended December 31, 2020
Balance as of December 31, 2015	$	1,850,000		$	1,080,000	$	-	$	-	$	1,230,258
													ST Non-banking Loans			Preferred Stock		Common Stock		Warrants		Other Equity
Balance as of January 1, 2020													$	—		$	300,000	$	—	$	—	$	534,200
Net change in unrealized appreciation		(122,500	)		1,367,011		-		-		(5,579	)		—			—		—		—		486,018
Purchases and other adjustments to cost		64,500			600,000		-		-		50,000			7,543,000			—		—		—		—
Sales and redemptions		(724,000	)		-		-		-		(761,050	)		(4,754,000	)		—		—		—		(91,313	)
Net realized gain		(388,000	)		-		-		-		-
Balance as of December 31, 2016	$	680,000		$	3,047,011	$	-	$	-	$	513,629
Net realized loss														—			—		—		—		(650,008	)
Balance as of December 31, 2020													$	2,789,000		$	300,000	$	—	$	—	$	278,897

The net change in unrealized ~~appreciation~~depreciation for the ~~period~~year ended December 31, ~~2016~~2020 attributable to Level 3 portfolio investments still held atas of December 31, ~~2016 was $713,932,~~2020 is $0, and is included in net change in unrealized appreciation (depreciation) on investments on the statement of operations.

The following table lists our level 3 investments held as of December 31, 2020 and the unobservable inputs used to determine their valuation:

Security Type	12/31/20 FMV		Valuation Technique	Unobservable Inputs	Range
ST Non-banking Loans	$	2,789,000	discounted cash flow	determining private company credit rating	14-44%
Other Equity		278,897	last secured funding known by company	economic changes since purchase
Preferred Stock		300,000	last funding secured by company	economic changes since last funding
	$	3,367,897

- 15 -

MILL CITY VENTURES III, LTD.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2021

NOTE 5 – RELATED-PARTY TRANSACTIONS

We maintain a Code of Ethics and certain other policies relating to conflicts of interest and related-party transactions, as well as policies and procedures relating to what regulations ~~applicable to BDCs generally describe as “affiliate transactions.”~~applicable. Nevertheless, from time to time we may hold investments in portfolio companies in which certain members of our management, our Board of Directors, or significant shareholders of ours, are also directly or indirectly invested. Our Board of Directors has adopted a policy to require our disclosure of these instances in our periodic filings with the SEC. Our only related-party ~~transactions~~transaction requiring disclosure under this policy ~~are:~~

Mr. Joseph A. Geraci, II, our Chief Financial Officer, and Mr. Douglas M. Polinsky, our Chief Executive Officer, hold direct and indirect interests in the common stock of Southern Plains Resources, Inc., a company in which we made investments in common stock in each of March and July 2013.

A former director of our company, Christopher Larson, had a direct interest in Mix 1 Life, Inc. and served as that company’s Chief Financial Officer at the time of a portfolio investment we made in secured convertible debt of Mix 1 Life (together with common stock purchase warrants) in February 2014. In June 2014, Mr. Larson became a director of Mix 1 Life. In August 2014, we exercised our common stock purchase warrant on a cashless basis for the purchase of Mix 1 Life common stock. In March 2015, we invested in additional secured debt of Mix 1 Life. Mr. Larson resigned from his position as a director of Mill City Ventures in November 2015.

Lantern Advisors, LLC is a limited liability company equally owned by Messrs. Geraci and Polinsky, and owns a cashless warrant to purchase up to 153,846 shares of Creative Realities, Inc. at a price of $0.70 per share through July 14, 2019. We made an initial investment in secured convertible debt of Creative Realities (together with common stock purchase warrants) in February 2015, and then a subsequent investment in secured convertible debt of Creative Realities (together with common stock purchase warrants) in December 2015. In December 2015, we also exchanged our common stock purchase warrant obtained in February 2015 for shares of Creative Realities common stock.

~~- 14 -~~

~~MILL CITY VENTURES III, LTD.~~

~~NOTES TO FINANCIAL STATEMENTS (UNAUDITED)~~

~~September 30, 2017~~relates to an August 10, 2018 loan transaction we entered into with Elizabeth Zbikowski. Ms. Zbikowski, 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. The promissory note was subsequently amended such that it matures in August 2021. The note bears interest payable monthly at the rate of 10% per annum and 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 our custodial agent Millennium Trust Company.

NOTE 6 – ~~COMMITMENTS AND CONTINGENCIES~~

We have an agreement to lease approximately 1,917 square feet of commercial space, and two parking spots, for a period of 62 months. The 62-month lease term began October 1, 2013 and runs through November 30, 2018. The total base rent expense for the three and nine-month periods ended September 30, 2017 was $11,345 and $34,034, respectively. The table below sets forth the required annual minimum lease payments:

Year Amount
2017 $ 12,655
2018 46,988
Total $ 59,643

~~NOTE 7 –~~ INCOME TAXES

~~We plan~~As of December 27, 2019, we are a C-corporation for income tax purposes. Income taxes as of March 31, 2021 are described below.

As of March 31, 2021 and December 31, 2020 we had accrued income taxes of $593,000 and $13,000 respectively. The change in accrued income taxes results from large realized gains on investment sold off during quarter one of 2021. Due to the full valuation allowances in periods prior to December 31, 2020, our effective tax rate was expected to be ~~taxed~~near zero percent, therefore income tax accruals and expense were not material for those periods presented. The income tax expense associated with the tax accruals are for the periods March 31, 2021 and March 31, 2020 is $663,000 and $0, respectively.

As of December 31, 2020, we had a federal net operating loss carryforward (NOL) of approximately $371,000. The federal NOL is expected to be completely used and offset taxable income by March 31, 2021. The federal NOL may be carried forward to offset future taxable income, subject to applicable provisions of the Internal Revenue Code. Certain federal NOLs will expire in years 2036 and 2037 if not used. Due to tax reform enacted in 2017, NOLs created after 2017 carry forward indefinitely. The estimated federal NOL that does not expire included in the total above is $356,000. States may vary in their treatment of post-2017 NOLs. Certain state NOL carryforwards were lost in 2019 when several state tax returns were filed final as a ~~regulated investment company, or “RIC,” and intend~~result of changes to ~~comply with the requirements of the Code applicable to RICs. Currently, however, we have not elected~~state nexus. The remaining state NOLs are expected to be ~~treated as a RIC. Upon our election to be taxed as a RIC, we will be required to distribute at least 90% of our investment company~~completely used and offset taxable income by March 31, 2021. The remaining state NOL carryforwards may expire in 2021 and we intend at that time to distribute to shareholders (or retain through a deemed distribution) all of our investment company taxable income and net capital gain. Based on the foregoing, we have made no provision for income taxes. The characterization of income and gains that we will distribute is determined in accordance with income tax regulations that may differ from GAAP. Book and tax basis differences relating to shareholder dividends and distributions and other permanent book and tax differences are reclassified to paid-in capital.2023 if not used.

NOTE 87 – SHAREHOLDERS’ EQUITY

~~On September 25, 2017 we repurchased and retired 1,084,091 shares of common stock at a per-share price of $0.40.~~

At ~~September 30, 2017,~~March 31, 2021, we had ~~11,067,402~~10,786,913 shares of common stock issued and outstanding.

On December 8, 2020 we announced that our Board of Directors had approved a cash dividend of $0.05 per common share. The dividend was paid on January 4, 2021 to shareholders of record as of the close of business on December 21, 2020.

NOTE 98 – PER-SHARE INFORMATION

Basic net ~~loss~~gain per common share is computed by dividing net ~~loss~~increase in net assets resulting from operations by the weighted-average number of common shares outstanding during the period. A reconciliation of the numerator and denominator used in the calculation of basic and diluted net gain (loss) per common share is set forth below:

For the Three Months Ended
September 30,
2017 2016
Numerator: Net increase in net asset value resulting from operations $ 86,673 $ 142,254
Denominator: Weighted-average number of common shares outstanding 12,092,575 12,151,493
Basic and diluted net gain per common share $ 0.01 $ 0.01

	For the Three Months Ended March 31,
	2021		2020
Numerator: Net increase (decrease) in net assets resulting from operations	$	1,745,042	$	(281,918	)
Denominator: Weighted-average number of common shares outstanding		10,785,913		11,067,402
Basic and diluted net gain (loss) per common share	$	0.16	$	(0.03	)

For the Nine Months Ended
September 30,
2017 2016
Numerator: Net increase (decrease) in net asset value resulting from operations $ 254,816 $ (233,869 )
Denominator: Weighted-average number of common shares outstanding 12,131,638 12,151,493
Basic and diluted net gain (loss) per common share $ 0.02 $ (0.02 )

- 16 -

MILL CITY VENTURES III, LTD.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2021

NOTE 9 – OPERATING LEASES

We are subject to two non-cancelable operating leases for office space expiring March 31, 2022. These leases do not have significant lease escalations, holidays, concessions, leasehold improvements, or other build-out clauses. Further, the leases do not contain contingent rent provisions. The leases do not include options to renew.

Because our lease does not provide an implicit rate, we use our incremental borrowing rate in determining the present value of the lease payments. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. The weighted average discount rate as of December 31, 2020 was 4.5% and the weighted average remaining lease term is one year.

Under ASC 840, rent expense for office facilities for the three months ended March 31, 2021 and March 31, 2020 was $16,689 and $16,562, respectively.

The components of our operating lease were as follows for the three months ended March 31, 2021 and 2020:

	Three Months Ended
	March 31, 2021		March 31, 2020
Operating lease costs	$	4,779	$	4,779
Variable lease cost		4,478		4,351
Short-term lease cost		7,432		7,432
Total	$	16,689	$	16,562

Supplemental balance sheet information consisted of the following at March 31, 2021:

Operating Lease
Right-of-use assets	$	18,840

Operating Lease Liability	$	21,045
Less: short term portion		(21,045	)
Long term portion	$	—

Maturity analysis under lease agreements consisted of the following as of March 31, 2021:

	Operating Leases
2021	$	15,871
2022		5,449
Total lease payments		21,320
Less: interest		(275	)
Present value of lease liabilities	$	21,045

~~- 15 -~~

- 17 -

MILL CITY VENTURES III, LTD.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

~~September 30, 2017~~
March 31, 2021

NOTE 10 – FINANCIAL HIGHLIGHTS

The following is a schedule of financial highlights for the ~~nine~~three months ended ~~September 30, 2017 and 2016:~~March 31, 2021 through 2017:

	Three Months Ended March 31,
	2021			2020			2019			2018			2017
Per Share Data ⁽¹⁾
Net asset value at beginning of period	$	1.08			0.91			1.02			0.87			0.77
Net investment income (loss)		0.00			0.00			(0.02	)		(0.01	)		(0.01	)
Net realized and unrealized gains (losses)		0.22			(0.03	)		0.12			0.06			0.01
Provision for income taxes		(0.06	)		0.00			0.00			0.00			0.00
Payment of common stock dividend		0.00			0.00			(0.05	)		0.00			0.00
Net asset value at end of period	$	1.24			0.88			1.07			0.92			0.77

Ratio / Supplemental Data
Per share market value of investments at end of period	$	1.25			0.41			0.78			0.76			0.46
Shares outstanding at end of period		10,786,913			11,067,402			11,067,402			11,067,402			12,151,493
Average weighted shares outstanding for the period		10,785,913			11,067,402			11,067,402			11,863,392			12,151,493
Net assets at end of period	$	13,391,679			9,786,615			11,890,188			9,783,191			9,366,890
Average net assets ⁽²⁾	$	12,516,283			9,927,574			12,911,895			9,770,410			9,563,916
Total investment return		14.81	%		(3.30	)%		4.90	%		5.75	%		0.00	%
Portfolio turnover rate (3)		40.24	%		0.75	%		0.93	%		0.80	%		7.26	%
Ratio of operating expenses to average net assets ⁽³⁾		(16.20	)%		(7.82	)%		(6.06	)%		(7.52	)%		(6.86	)%
Ratio of net investment income (loss) to average net assets ⁽³⁾		0.42	%		0.87	%		(4.87	)%		(6.16	)%		(5.38	)%
Ratio of realized gains (losses) to average net assets ⁽³⁾		133.32	%		1.00	%		137.57	%		2.17	%		33.82	%

Nine Months Ended
September 30, 2017 Nine Months Ended
September 30, 2016
Per-share data⁽¹⁾:
Net asset value at beginning of period $ 0.77 $ 0.72
Net investment loss (0.04 ) (0.01 )
Net realized and unrealized gains (losses) 0.06 (0.01 )
Repurchase of common stock 0.04 -
Net asset value at end of period $ 0.83 $ 0.70

Ratio/supplemental data:
Per-share market value of investments at end of period $ 0.59 $ 0.52
Shares outstanding at end of period 11,067,402 12,151,493
Weighted-average shares outstanding for period 12,131,638 12,151,493
Net assets at end of period $ 9,208,588 $ 8,507,419
Average net assets⁽²⁾ $ 9,446,407 $ 8,601,680
Portfolio turnover rate⁽³⁾ 21.01 % 16.07 %
Ratio of operating expenses to average net assets⁽³⁾ (7.21 )% (6.51 )%
Ratio of net investment loss to average net assets⁽³⁾ (5.47 )% (2.52 )%
Ratio of realized gains (losses) to average net assets⁽³⁾ 4.89 % (5.35 )%

(1)

Per-share data was derived using the ~~weighted-average~~ending number of shares outstanding for the period.

(2)

Based on the monthly average of net assets as of the beginning and end of each period presented.

(3)

Ratios are annualized.

NOTE 11 – ~~SUBSEQUENT EVENTS~~General Uncertainty

On March 11, 2020, the World Health Organization declared the outbreak of the coronavirus (COVID-19) a pandemic. As a result, economic uncertainties and market volatility have arisen which are likely to negatively impact our investment valuations and net increase or decrease in net assets resulting from operations. Other financial impacts could occur though such potential impact is unknown at this time.

~~None.~~NOTE 12 – Subsequent Events

On May 4, 2021, the company entered into a non-binding letter of intent with AMMO, Inc. The letter of intent contemplates the company providing a consumer financing option for consumer-purchasers at the GunBroker.com website, which AMMO, Inc. recently acquired through purchase. The letter of intent obligates the parties only to discuss and negotiate in good faith toward a definitive written agreement.

~~- 16 -~~

- 18 -

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to provide a reader of our financial statements with a narrative from the perspective of management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. In addition, unless expressly stated otherwise, the comparisons presented in this MD&A refer to the same period in the prior year. Our MD&A is presented in seven sections:

Overview

Portfolio and Investment Activity

Results of Operations

Financial Condition

Critical Accounting Estimates

Off-Balance Sheet Arrangements

Forward Looking Statements

OVERVIEW

Mill City Ventures III, Ltd. ~~is an investment company~~was incorporated in the State of Minnesota on January 10, 2006. In this report, we generally refer to Mill City Ventures III, Ltd. in the first person “we.” On occasion, we refer to our company in the third person as “Mill City Ventures” or the “company.”

We ~~are an internally managed closed-end non-diversified management investment company. We have elected~~provide non-bank lending and specialty finance to be regulated as a business development company, or “BDC,” under the Investment Company Act of 1940 (the “1940 Act”). To date, we have not made an election to be treated as a regulated investment company, or “RIC,” under the Internal Revenue Code of 1986 (the “Code”).

~~We primarily focus on investing in or lending to privately held and small-cap publicly traded U.S.~~ companies and ~~making managerial assistance available~~individuals on both a secured and unsecured basis. The loans we provide typically have maturities that range from 9 to ~~such companies. These investments are typically structured as purchases~~12 months and may involve a pledge of ~~preferred~~collateral or, ~~common stock, investment contracts, or~~in the case of loans ~~evidenced by promissory notes that may be convertible into stock by their terms or that may be accompanied~~made to companies, personal guarantees by the ~~issuance to us~~principals of ~~warrants or similar rights to purchase stock.~~the borrower. Our ~~investments~~loans may be made for ~~purposes of~~real estate acquisitions, renovation and sale; other real estate projects; title loans; cash inventory needs; inventory financing, ~~acquisitions, recapitalizations, buyouts, organic growth~~or for other purposes. We intend to remain opportunistic, however, and ~~working capital.~~may engage in transactions that involve other rights (such as stock, warrants or other equity-linked investments) or that are structured differently or uniquely. Our ~~revenues relate to the gain we realize from the sale of securities we purchase, and to dividends and interest we derive from those securities. Our investment~~business objective is to generate ~~both current income~~revenues from the interest and fees we charge, and capital appreciation ~~that ultimately become gains.~~

from any related investments we make.

Our principal sources of income are interest, dividends and ~~dividends we earn on our investments, and proceeds from the sale~~other fees associated with lending such as origination fees, closing fees or ~~redemption~~exit fees. We may also receive reimbursement of ~~our investments.~~legal costs associated with loan documentation. Our ~~statements~~statement of operations also reflect ~~gain from~~ increases and decreases in the carrying value of our asset and investments (i.e., unrealized ~~appreciation)~~appreciation and depreciation). Our principal expenses relate to operating expenses, the largest components of which are generally professional fees, payroll, occupancy, and insurance expenses. ~~Our statements of operations also reflect loss from decreases in the carrying value of our investments (i.e., unrealized depreciation).~~

As a BDC, we are required to comply with certain regulatory requirements. For example, we must invest at least 70% of our total assets in “qualifying assets,” including securities of private or small-cap publicly traded U.S. companies and cash, cash equivalents, U.S. government securities and high quality debt investments that mature in one year or less. We may from time to time invest up to 30% of our assets opportunistically in other types of investments, including the securities of larger public companies and foreign securities. In addition, we will be permitted, under certain conditions, to issue multiple classes of indebtedness and one class of stock senior to our common stock, but only if our “asset coverage,” as defined in the 1940 Act, is at least equal to 200% immediately after each such issuance. In addition, while any senior securities remain outstanding, we must not make any dividend distribution to our shareholders or repurchase securities unless we meet the applicable asset-coverage ratios at the time of the dividend distribution or repurchase. We may also borrow amounts up to 5% of the value of our total assets for temporary or emergency purposes.

Our MD&A should be read in conjunction with our Annual Report on Form 10-K for the ~~fiscal~~ year ended December 31, ~~2016,~~2020, as well as our reports on Forms 10-Q and 8-K and other publicly available information. All amounts herein are unaudited. In addition, the following discussion of our results of operations and financial condition should be read in the context of this overview.

~~- 17 -~~

PORTFOLIO AND INVESTMENT ACTIVITY

During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2021, we made ~~$1,984,412 in purchases~~$9,430,664 of investments in portfolio companies and had ~~$2,821,876~~$5,036,657 of redemptions and repayments, resulting in net investments at amortized cost of ~~$6,904,057 for the period.~~$12,276,332 as of March 31, 2021.

During the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2020, we made ~~$2,049,581 in purchases~~$3,328,963 of investments in portfolio companies and had ~~$1,381,928~~$221,780 of redemptions and repayments, resulting in net investments at amortized cost of ~~$7,538,930 for the period.~~$5,107,388 as of March 31, 2020.

Our portfolio composition by major class, based on fair value at ~~September 30, 2017,~~March 31, 2021, was as follows:

	Investments at Fair Value		Percentage of Fair Value
Senior Secured Loans	$	500,000		7.4	%
						Investments at Fair Value		Percentage of Fair Value
Short-term Non-banking Loans						$	10,843,333		80.5	%
Equity/Other		6,293,306		92.6			2,619,070		19.5
Total	$	6,793,306		100.0	%	$	13,462,403		100.0	%

- 19 -

RESULTS OF OPERATIONS

Our operating results for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~September 30, 2016~~March 31, 2020 were as follows:

For the three months ended
September 30, For the nine months ended
September 30,
2017 2016 2017 2016
Total investment income $ 52,354 $ 113,232 $ 125,427 $ 279,283
Total expenses (159,632 ) (152,396 ) (514,379 ) (442,210 )
Net investment loss $ (107,278 ) $ (39,164 ) $ (388,952 ) $ (162,927 )

	For the Three Months Ended March 31,
		2021			2020
Investment Income:	$	546,842		$	184,979
Operating Expenses:		(533,858	)		(105,392	)
Net Investment Gain (Loss)	$	12,984		$	79,587

Investment Income

We generate revenue primarily in the form of interest income and capital gains, if any, on the debt securities we own. We may also generate revenue from dividends and capital gains on equity investments we make, if any, or on warrants or other equity interests that we may acquire. In some cases, the interest on our investments may accrue or be paid in the form of additional debt. The principal amount of the debt instruments, together with any accrued but unpaid interest thereon, will generally become due at the maturity date of those debt instruments. We may also generate revenue in the form of commitment, origination, structuring, diligence, or consulting fees. Any such fees will be recognized as earned.

For the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2021 and 2020, our total investment income was ~~$52,354~~$546,842 and ~~$125,427, respectively, and was attributable~~$184,979, respectively. The increase is due to the change in our business structure which now focuses on short-term non-bank lending. Our loan portfolio generates interest income, ~~from two eligible portfolio companies, Bravo Financial, LLC and DBR Enclave LLC, and dividend payments received~~with an average rate on ~~account~~the loans of investments in five eligible portfolio companies - OTC Markets Group Cl A, Simulations Plus, Inc., Tessco Technologies, Inc., Escalade Inc., and National American University Holdings, Inc., and dividends received on account of investments in three non-eligible portfolio companies.25%.

Professional Fees

For the three ~~and nine~~ months ended ~~September 30, 2016, our total investment income was $113,232~~March 31, 2021 and ~~$279,283, respectively,~~2020, we had $142,808 and was attributable to interest income from four eligible portfolio companies - Bravo Financial, LLC, Mix 1 Life, Inc., Creative Realities, Inc. and DBR Phase III US Investors, LLC - and dividend payments received on account($16,232) of investments in five eligible portfolio companies - Educational Development Corp., OTC Markets Group Cl A, Tessco Technologies, Inc., National American University Holdings, Inc., and Simulations Plus, Inc .- and on account of investments in seven non-eligible portfolio companies.

~~Operating Expenses~~

~~The composition of our operating expenses for the three and nine months ended September 30, 2017 and September 30, 2016 was as follows:~~

For the three months ended
September 30, For the nine months ended
September 30,
Expense item 2017 2016 2017 2016
Professional fees $ 39,175 $ 47,632 $ 165,725 $ 133,116
Payroll 51,562 40,487 160,349 122,445
Occupancy 22,225 21,571 64,556 60,175
Insurance 24,030 18,782 60,170 58,869
Directors’ fees 15,000 15,000 45,000 43,956
Depreciation and amortization 2,670 3,213 8,165 9,637
Other general and administrative 4,970 5,711 10,414 14,012
Total $ 159,632 $ 152,396 $ 514,379 $ 442,210

~~- 18 -~~

~~For the three and nine months ended September 30, 2017, our~~ professional ~~fee~~fees expense, ~~was $39,175 and $165,725, respectively. For the three and nine months ended September 30, 2016, our professional fee expense was $47,632 and $133,116,~~ respectively. The increase in ~~2017~~2021 is due to legal costs incurred to close on several new short-term banking loans. In 2020, we received a refund during the ~~payment~~first quarter of ~~legal fees in connection with our collection efforts on bad debt, specifically~~$59,957 relating to ~~the Mix 1 Life Notes.~~

~~For the three~~certain audit expenses incurred during 2018 and nine months ended September 30, 2017, our payroll expense was $51,562 and $160,349, respectively. For the three and nine months ended September 30, 2016, our payroll expense was $40,487 and $122,445, respectively. The increase in 2017 is due to the payment of the Officers’ health insurance benefits beginning in 2017.2019.

Net Realized Gain from Investments

For the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2021, we had ~~$338,241 and $2,821,876, respectively,~~$5,036,657 of ~~principal repayments,~~proceeds from sale of investments, resulting in ~~($404,457) and $343,613, respectively,~~$2,907,999 of realized gains, ~~and losses.~~due primarily to sales of our Ammo, Inc. holding. For the three ~~and nine~~ months ended ~~September 30, 2016,~~March 31, 2020, we had ~~$350,549 and $1,381,928, respectively,~~$221,780 of ~~principal repayments,~~proceeds from sale of investments, resulting in ~~$186,427 and ($346,854), respectively,~~$24,502 of realized ~~gain and losses.~~gains.

Net Change in Unrealized Appreciation (Depreciation) on Investments

For the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2021, our investments ~~had $598,408 and $300,155~~included $513,250 of unrealized ~~appreciation, respectively.~~depreciation. For the three ~~and nine~~ months ended ~~September 30, 2016,~~March 31, 2020, our investments ~~had ($5,009) and $275,912~~included $386,007 of unrealized ~~appreciation (depreciation), respectively.~~depreciation.

Changes in Net Assets from Operations

For the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2021, we recorded a net increase in net assets from operations of ~~$86,673 and $254,816, respectively.~~$1,745,042. Based on the weighted-average number of shares of common stock outstanding for the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2021, our per-share net increase in net assets from operations was ~~$0.01 and $0.02, respectively.~~$0.16. For the three ~~and nine~~ months ended ~~September 30, 2016,~~March 31, 2020, we recorded a net ~~increase (decrease)~~decrease in net assets from operations of ~~$142,254 and ($233,869), respectively.~~$281,918. Based on the weighted-average number of shares of common stock outstanding for the three ~~and nine~~ months ended ~~September 30, 2016,~~March 31, 2020, our per-share net ~~increase (decrease)~~decrease in net assets from operations was ~~$0.01 and ($0.02), respectively.~~$0.03.

Cash Flows for the ~~Nine~~Three Months Ended ~~September 30, 2017~~March 31, 2021 and ~~2016~~2020

The level of cash flows used in or provided by operating activities is affected by the timing of purchases, redemptions and repayments of portfolio investments, among other factors. For the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2021, net cash ~~provided~~used in operating activities was ~~$425,763.~~$4,402,126. Cash flows used in operating activities for the three months ended March 31, 2021 were primarily related to purchases of investments totaling $9,430,664, offset by repayments of investments of $5,036,657. For the three months ended March 31, 2020, net cash used in operating activities was $3,038,963. Cash flows provided in operating activities for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2020 were primarily related to ~~redemptions and repayments of $2,821,876, offset mostly by~~ purchases of investments totaling $1,984,412. For the nine months ended September 30, 2016, net cash used in operating activities was $906,046. Cash flows used in operating activities for the nine months ended September 30, 2016 were primarily related to redemptions and$3,328,296, offset by repayments ~~of $1,381,928 offset mostly by purchases~~ of investments totaling ~~$2,049,581.~~$221,780.

The level of cash flows used in or provided by financing activities is affected by the issuance or retirement of common stock, among other factors. For the nine months ended September 30, 2017, net cash used in financing activities was $433,636. Cash flows used in financing activities for the nine months ended September 30, 2017 was related to the purchase and retirement of 1,084,091 shares of common stock during the third quarter. For the nine months ended September 30, 2016, there was no cash provided or used by financing activities.

- 20 -

FINANCIAL CONDITION

As of ~~September 30, 2017,~~March 31, 2021, we had cash of ~~$2,336,878,~~$499,157, a decrease of ~~$7,873~~$4,941,422 from December 31, ~~2016.~~2020. The primary use of our existing funds and any funds raised in the future is expected to be for our investments in portfolio companies, cash distributions to our shareholders or for other general corporate purposes, including paying for operating expenses or debt service to the extent we borrow or issue senior securities. Pending investment in portfolio companies, our investments may consist of cash, cash equivalents, U.S. government securities or high quality debt securities maturing in one year or less from the time of investment, which we refer to collectively as “temporary investments.” As of the date of this filing, we expect that substantially all of our temporary investments will be redeployed into portfolio company investments by December 31, ~~2017.~~2021.

~~- 19 -~~

To the extent our Board of Directors determines in the future, based on our financial condition and capital market conditions, that additional capital would allow us to take advantage of additional investment opportunities, we may seek to raise additional equity capital or to engage in ~~borrowing, subject to the limitations on borrowing applicable to BDCs.~~

~~RELATED-PARTY TRANSACTIONS~~

~~See Note 5 to our Financial Statements for disclosure of our related-party transactions and potential conflicts of interest.~~borrowing.

CRITICAL ACCOUNTING ESTIMATES

Our financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, or U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Critical accounting policies are those that require the application of management’s most difficult, subjective or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods.

In preparing the financial statements, management will make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. In preparing the financial statements, management also will utilize available information, including our past history, industry standards and the current economic environment, among other factors, in forming its estimates and judgments, giving due consideration to materiality. Actual results will almost certainly differ from these estimates. In addition, other companies may utilize different estimates, which may impact the comparability of our results of operations to those of companies in similar businesses. As our expected operating results occur, we will describe additional critical accounting policies in the notes to our financial statements. Our most critical accounting policies relate to the valuation of our portfolio investments, and revenue recognition. For more information, ~~see Note 2 “Significant Accounting Policies.”~~refer to our Annual Report on Form 10-K for the year ended December 31, 2020.

OFF-BALANCE-SHEET ARRANGEMENTS

During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2021, we did not engage in any off-balance sheet arrangements as described in Item 303(a)(4) of Regulation S-K.

FORWARD-LOOKING STATEMENTS

Some of the statements made in this section of our report are forward-looking statements based on our management’s current expectations for our company. These expectations involve assumptions and are subject to substantial risks and uncertainties that could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. Forward-looking statements relate to future events or our future financial performance, and can ordinarily be identified by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words. Important assumptions include our ability to identify and consummate new investments, achieve certain margins and levels of profitability, the availability of any needed additional capital, and the ability to maintain compliance with regulations applicable to us. Some of the forward-looking statements contained in this report relate to, and are based our current assumptions regarding, the following:

our future operating results;

~~our business prospects and the prospects of our portfolio companies;~~

~~the outcome of compliance inspections conducted from time to time by the SEC’s Office of Compliance and Inspections;~~

the success of our investments;

our relationships with third parties;

the dependence of our success on the general economy and its impact on the industries in which we invest;

the ability of our portfolio companies to achieve their objectives;

our expected financings and investments;

our regulatory structure and tax treatment;

~~our ability to operate as a BDC and to be taxed as a RIC;~~

the adequacy of our cash resources and working capital; and

the timing of cash flows, if any, we receive from ~~the operations of~~ our ~~portfolio companies.~~investments.

~~- 20 -~~

- 21 -

The foregoing list is not exhaustive. For a more complete summary of the risks and uncertainties facing our company and its business and relating to our forward-looking statements, please refer to our Annual Report on Form 10-K filed on March ~~28, 2017~~10, 2021 (related to our year ended December 31, ~~2016)~~2020) and in particular the section thereof entitled “Risk Factors.” Because of the significant uncertainties inherent in forward-looking statements pertaining to our company, the inclusion of those statements should not be regarded as a representation or warranty by us or any other person that our objectives, plans, expectations or projections that are contained in this filing will be achieved in any specified time frame, if ever. We undertake no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date of this filing. The forward-looking statements made in this report relate only to events as of the date on which the statements are made, and are excluded from the safe harbor protection provided by Section 21E of the Securities Exchange Act of 1934.

~~ITEM 4. CONTROLS AND PROCEDURES~~

ITEM 4.

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 ~~September 30, 2017,~~March 31, 2021, our Chief Executive Officer and Chief Financial 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 ~~September 30, 2017.~~March 31, 2021.

There were no significant changes in our internal controls over financial reporting that occurred during the fiscal quarter covered by this report that materially affected, or were reasonably likely to materially affect such controls.

~~- 21 -~~

- 22 -

PART II. OTHER INFORMATION

~~ITEM 6. EXHIBITS~~

ITEM 6.

EXHIBITS

Exhibit Number		Description
3.1		Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed January 23, 2013)
3.2		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)
31.1	*	Section 302 Certification of the Chief Executive Officer
31.2	*	Section 302 Certification of the Chief Financial Officer
32.1	*	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 herewith

SIGNATURES

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

	MILL CITY VENTURES III, LTD.


Date: ~~November 14, 2017~~May 17, 2021	By:	/s/ Douglas M. Polinsky
			Douglas M. Polinsky
			Chief Executive Officer


Date: ~~November 14, 2017~~May 17, 2021	By:	/s/ Joseph A. Geraci, II
			Joseph A. Geraci, II
			Chief Financial Officer

~~- 22 -~~

Minnesota		90-0316651
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~328 Barry Avenue South #210,~~1907 Wayzata Blvd, #205, Wayzata, Minnesota		55391
(Address of principal executive offices)		(Zip Code)

	Large accelerated filer¨	Accelerated filer¨
	Non-accelerated filer¨x	Smaller reporting companyx
		Emerging growth company¨

		Page No.
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements

	~~Balance Sheets – September 30, 2017 and December 31, 2016~~ (unaudited)	3

	Condensed Balance Sheets – March 31, 2021 and December 31, 2020	3

	Condensed Statements of Operations – Three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~September 30, 2016~~March 31, 2020	4

	Condensed Statements of ~~Changes in Net Assets~~Shareholders’ Equity – ~~Nine~~Three months ended ~~September 30, 2017~~March 31, 2021 and ~~September 30, 2016~~March 31, 2020	5

	Condensed Statements of Cash Flows – ~~Nine~~Three months ended ~~September 30, 2017~~March 31, 2021 and ~~September 30, 2016~~March 31, 2020	6

	Condensed Schedule of Investments – ~~September 30, 2017~~March 31, 2021 and Schedule of Investments – December 31, ~~2016~~2020	7

	Condensed Notes to Financial Statements – ~~September 30, 2017~~March 31, 2021	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1718

Item 4.	Controls and Procedures	21

PART II.	OTHER INFORMATION

Item 6.	Exhibits	22

SIGNATURES		22

	September 30, 2017 (unaudited)			December 31, 2016 (audited)
ASSETS
Investments at fair value:
Non-control/non-affiliate investments (cost of $6,904,057 and $7,397,908, respectively)	$	6,793,306		$	6,987,002
Cash		2,336,878			2,344,751
Prepaid expenses		63,142			61,661
Interest and dividends receivable		28,137			4,853
Leasehold improvements, net		9,584			15,665
Property and equipment, net		7,862			9,946
Total Assets	$	9,238,909		$	9,423,878

LIABILITIES
Current Liabilities:
Accounts payable	$	19,420		$	25,097
Deferred rent		10,901			11,373
Total Current Liabilities		30,321			36,470
Total Liabilities		30,321			36,470
Commitments and Contingencies (Note 4)

SHAREHOLDERS’ EQUITY (NET ASSETS)
Common stock, par value $0.001 per share (250,000,000 authorized; 11,067,402 and 12,151,493 issued and outstanding)		11,067			12,151
Additional paid-in capital		10,774,653			11,857,660
Accumulated deficit		(1,159,665	)		(1,159,665	)
Accumulated undistributed investment loss		(1,068,702	)		(1,330,205	)
Accumulated undistributed net realized gains on investment transactions		761,986			418,373
Net unrealized depreciation in value of investments		(110,751	)		(410,906	)
Total Shareholders’ Equity (net assets)		9,208,588			9,387,408

Total Liabilities and Shareholders’ Equity	$	9,238,909		$	9,423,878

Net Asset Value Per Common Share	$	0.83		$	0.77

	March 31, 2021 (unaudited)			December 31, 2020
ASSETS
Investments, at fair value:	$	13,462,403		$	6,667,897
Non-control/non-affiliate investments (cost: $12,276,332 and $4,968,576 respectively)
Cash		499,157			5,440,579
Note receivable		250,000			250,000
Prepaid expenses		110,386			43,838
Receivable for sale of investments		—			19,313
Interest and dividend receivables		210,047			65,911
Right-of-use lease asset		18,840			23,345
Total Assets	$	14,550,833		$	12,510,883

LIABILITIES
Accounts payable	$	59,696		$	32,917
Dividend payable		—			539,296
Deferred interest income		144,000			—
Lease liability		21,045			26,061
Accrued tax expense		593,413			13,722
Long-term deferred taxes		341,000			258,000
Total Liabilities		1,159,154			869,996
Commitments and Contingencies

SHAREHOLDERS EQUITY (NET ASSETS)
Common stock, par value $0.001 per share (250,000,000 authorized; 10,786,913 and 10,785,913 outstanding)		10,787			10,786
Additional paid-in capital		10,678,763			10,673,014
Accumulated deficit		(1,159,665	)		(1,159,665	)
Accumulated undistributed investment loss		(2,774,126	)		(2,124,419	)
Accumulated undistributed net realized gains on investment transactions		5,449,849			2,541,850
Net unrealized appreciation in value of investments		1,186,071			1,699,321
Total Shareholders' Equity (net assets)		13,391,679			11,640,887
Total Liabilities and Shareholders' Equity	$	14,550,833		$	12,510,883
Net Asset Value Per Common Share	$	1.24		$	1.08

(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	¨For the quarterly period ended March 31, 2021
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _______________________ to ___________________

	Three Months Ended						Nine Months Ended						Three Months Ended
	September 30, 2017			September 30, 2016			September 30, 2017			September 30, 2016			March 31, 2021			March 31, 2020
Investment Income
Interest income	$	44,362		$	89,062		$	95,413		$	215,222		$	546,842		$	178,245
Dividend income		7,992			24,170			30,014			64,061			—			6,734
Total Investment Income		52,354			113,232			125,427			279,283			546,842			184,979

Operating Expenses
Professional fees		39,175			47,632			165,725			133,116			142,808			(16,232	)
Payroll		51,562			40,487			160,349			122,445			302,080			58,497
Insurance		24,030			18,782			60,170			58,869			24,279			20,453
Occupancy		22,225			21,571			64,556			60,175			16,689			16,562
Directors’ fees		15,000			15,000			45,000			43,956
Director's fees														30,000			22,500
Depreciation and amortization		2,670			3,213			8,165			9,637			—			643
Other general and administrative		4,970			5,711			10,414			14,012			18,002			2,969
Total Operating Expenses		159,632			152,396			514,379			442,210			533,858			105,392
Net Investment Loss	$	(107,278	)	$	(39,164	)	$	(388,952	)	$	(162,927	)
Net Investment Gain														12,984			79,587
Realized and Unrealized Gain (Loss) on Investments
Net realized gain on investments														2,907,999			24,502
Net change in unrealized depreciation on investments														(513,250	)		(386,007	)
Net Realized and Unrealized Gain (Loss) on Investments														2,394,749			(361,505	)
Net Increase (Decrease) in Net Assets Resulting from Operations Before Taxes													$	2,407,733		$	(281,918	)

Realized and Unrealized Gain (Loss) on Investments
Net realized gain (loss) on investments	$	(404,457	)	$	186,427		$	343,613		$	(346,854	)
Net change in unrealized appreciation (depreciation) on investments		598,408			(5,009	)		300,155			275,912
Net Realized and Unrealized Gain (Loss) on Investments		193,951			181,418			643,768			(70,942	)
Provision for Income Taxes														662,691			—
Net Increase (Decrease) in Net Assets Resulting from Operations	$	86,673		$	142,254		$	254,816		$	(233,869	)	$	1,745,042		$	(281,918	)

Net Increase (Decrease) in Net Assets Resulting from Operations per share:
Basic and diluted	$	0.01		$	0.01		$	0.02		$	(0.02	)	$	0.16		$	(0.03	)

Weighted-average number of common shares outstanding		12,092,575			12,151,493			12,131,638			12,151,493
Weighted-average number of common shares outstanding - basic and diluted														10,785,913			11,067,402

	Nine Months Ended			Nine Months Ended
	September 30, 2017			September 30, 2016
Net Assets at Beginning of Period	$	9,387,408		$	8,741,288
Net investment loss		(388,952	)		(162,927	)
Net realized gain (loss) on investments		343,613			(346,854	)
Net increase in unrealized appreciation on investments		300,155			275,912
Net increase (decrease) in net assets resulting from operations		254,816			(233,869	)
Total net increase (decrease) in net assets resulting from operations		254,816			(233,869	)
Net decrease in net assets resulting from share repurchase		(433,636	)		-
Net Assets at End of Period	$	9,208,588		$	8,507,419

Accumulated undistributed net investment loss	$	(1,068,702	)	$	(1,262,854	)

Three Months Ended March 31, 2021	Common Shares		Par Value		Additional Paid In Capital		Accumulated Deficit			Accumulated Undistributed Net Investment Loss			Accumulated Undistributed Net Realized Gain on Investments Transactions		Net Unrealized Appreciation (Depreciation) in value of Investments			Total Shareholders' Equity
Balance as of December 31, 2020		10,785,913	$	10,786	$	10,673,014	$	(1,159,665	)	$	(2,124,419	)	$	2,541,850	$	1,699,321		$	11,640,887
Issuance of shares		1,000		1		5,749		—			—			—		—			5,750
Net investment loss, net of tax of $662,691				—		—		—			(649,707	)		—		—			(649,707	)
Net realized gain on investment transactions				—		—		—			—			2,907,999		—			2,907,999
Depreciation in value of investments				—		—		—			—			—		(513,250	)		(513,250	)
Balance as of March 31, 2021		10,786,913	$	10,787	$	10,678,763	$	(1,159,665	)	$	(2,774,126	)	$	5,449,849	$	1,186,071		$	13,391,679

Three Months Ended March 31, 2020	Common Shares		Par Value		Additional Paid In Capital		Accumulated Deficit			Accumulated Undistributed Net Investment Loss			Accumulated Undistributed Net Realized Gain on Investments Transactions		Net Unrealized Appreciation (Depreciation) in value of Investments			Total Shareholders' Equity
Balance as of December 31, 2019	11,067,402	$	11,067	$	10,774,653	$	(1,159,665	)	$	(2,397,865	)	$	3,075,816	$	(235,473	)	$	10,068,533
Net investment gain			—		—		—			79,587			—		—			79,587
Net realized gain on investment transactions			—		—		—			—			24,502		—			24,502
Depreciation in value of investments			—		—		—			—			—		(386,007	)		(386,007	)
Balance as of March 31, 2020	11,067,402	$	11,067	$	10,774,653	$	(1,159,665	)	$	(2,318,278	)	$	3,100,318	$	(621,480	)	$	9,786,615

Investments⁽¹⁾	Investment Type	Interest Rate⁽²⁾			Maturity Date	Principal Amount		Cost		Fair Value		Percentage of Net Assets			Gross Unrealized Appreciation		Gross Unrealized Depreciation		Net Unrealized Appreciation (Depreciation)
Debt Investments
Consumer
Mix 1 Life, Inc.	Secured Loan⁽⁴⁾		12	%	2/6/2016	$	500,000		500,000		—					—		500,000		(500,000	)
Mix 1 Life, Inc.	Secured Loan		12	%	3/13/2016	$	250,000		250,000		—					—		250,000		(250,000	)
									750,000		—		0.00	%		—		750,000		(750,000	)
Financial
Bravo Financial LLC	Secured Loan		12	%	8/31/2018	$	500,000		500,000		500,000		5.43	%		—		—		—

Total Debt Investments									1,250,000		500,000		5.43	%		—		750,000		(750,000	)

Investments⁽¹⁾	Investment Type⁽⁵⁾	Interest Rate⁽⁶⁾			Expiration Date⁽⁷⁾	Shares/Units		Cost		Fair Value		Percentage of Net Assets			Gross Unrealized Appreciation		Gross Unrealized Depreciation		Net Unrealized Appreciation (Depreciation)
Equity Investments
Advertising
Creative Realities, Inc.	Warrants⁽⁸⁾		n/a		12/28/2020		1,071,429		—		128,572		1.40	%		128,572		—		128,572

Bio-technology
Bio Life Solutions, Inc.	Warrants⁽⁸⁾		n/a		3/20/2021		100,000		—		96,000					96,000		—		96,000
Combimatrix Corporation	Warrants⁽⁸⁾		n/a		5/6/2019		2,732		—		—					—		—		—
Combimatrix Corporation	Warrants⁽⁸⁾		n/a		6/28/2019		2,733		—		—					—		—		—
Combimatrix Corporation	Warrants⁽⁸⁾		n/a		12/19/2018		8,333		—		—					—		—		—
									—		96,000		1.04	%		96,000		—		96,000
Consumer
Escalade Inc.	Common Stock		n/a		n/a		7,929		93,975		107,835					13,860		—		13,860
Famous Daves of America, Inc.	Common Stock		n/a		n/a		38,614		164,584		160,090					3,159		7,653		(4,494	)
Forward Industries, Inc.	Common Stock⁽⁸⁾		n/a		n/a		20,100		23,969		24,703					758		24		734
Mix 1 Life, Inc.	Common Stock⁽¹⁰⁾		n/a		n/a		100,000		46,160		800					—		45,360		(45,360	)
Stanley Furniture Co., Inc.	Common Stock⁽⁸⁾		n/a		n/a		147,118		160,346		173,599					15,769		2,516		13,253
Tzfat Spirits of Israel, LLC	LLC Membership Units⁽⁸⁾		n/a		n/a		55,000		101,019		25,000					—		76,019		(76,019	)
									590,053		492,027		5.34	%		33,546		131,572		(98,026	)
Education
Nat'l Amer. Univ. Holdings, Inc.	Common Stock		n/a		n/a		59,839		119,027		128,055		1.39	%		9,032		4		9,028
Financial
OTC Markets Group Cl A	Common Stock		n/a		n/a		12,618		203,015		372,231					169,216		—		169,216
QC Holdings, Inc.	Common Stock⁽⁸⁾		n/a		n/a		15,000		10,655		6,300					—		4,355		(4,355	)
Planet Payment, Inc.	Common Stock⁽⁸⁾		n/a		n/a		15,800		69,858		67,782					—		2,076		(2,076	)
									283,528		446,313		4.85	%		169,216		6,431		162,785
Healthcare
Enteromedics, Inc.	Preferred LLC Units^{(4) (8)}		n/a		n/a		156		155,321		120,112					—		35,209		(35,209	)
Enteromedics, Inc.	Warrants⁽⁸⁾		n/a		8/16/2024		67,860		679		—					—		679		(679	)
HemaCare Corp.	Common Stock⁽⁸⁾		n/a		n/a		84,284		263,937		252,852					1,156		12,241		(11,085	)
									419,937		372,964		4.05	%		1,156		48,129		(46,973	)
Information Technology
Insite Software Solutions, Inc	Warrants⁽⁸⁾		n/a		12/30/2023		108,960		—		—					—		—		—
MAX 4G, Inc.	Preferred Stock⁽⁸⁾		n/a		n/a		300,000		150,000		300,000					150,000		—		150,000
Simulations Plus, Inc.	Common Stock		n/a		n/a		25,001		246,710		387,508					140,798		—		140,798
Travelzoo, Inc.	Common Stock		n/a		n/a		30,000		324,848		258,000					—		66,848		(66,848	)
									721,558		945,508		10.27	%		290,798		66,848		223,950
Leisure & Hospitality
Bitesquad.com LLC	Preferred LLC Units^{(4) (8)}		n/a		n/a		73,543		1,014,893		2,020,226					1,005,333		—		1,005,333
DBR Enclave US Investors, LLC LLC Membership Units			15	%	1/31/2020		500,000		500,000		500,000					—		—		—
									1,514,893		2,520,226		27.37	%		1,005,333		—		1,005,333
Oil & Gas
Northern Capital Partners I, LP	Limited Partnership Units⁽⁸⁾		n/a		n/a		550,000		550,000		488,629					—		61,371		(61,371	)
Southern Plains Resources, Inc.	Common Stock⁽⁸⁾		n/a		n/a		600,000		730,000		—					—		730,000		(730,000	)
									1,280,000		488,629		5.31	%		—		791,371		(791,371	)
Publishing
Educational Development Corp.	Common Stock		n/a		n/a		63,702		641,971		612,762		6.65	%		33,182		62,391		(29,209	)

Telecommunications
Tessco Technologies Inc.	Common Stock		n/a		n/a		5,000		83,090		62,250		0.68	%		—		20,840		(20,840	)

Total Equity Investments									5,654,057		6,293,306		68.34	%		1,766,835		1,127,586		639,249

Total Cash and Cash Equivalents									2,336,878		2,336,878		25.38	%		—		—		—

Total Investments, Cash and Cash Equivalents								$	9,240,935	$	9,130,184		99.15	%	$	1,766,835	$	1,877,586	$	(110,751	)

Investments⁽¹⁾	Investment Type	Interest Rate⁽²⁾			Maturity Date	Principal Amount		Cost		Fair Value		Percentage of Net Assets			Gross Unrealized Appreciation		Gross Unrealized Depreciation		Net Unrealized Appreciation (Depreciation)
Debt Investments
Consumer
Mix 1 Life, Inc.	Secured Loan⁽⁴⁾		12	%	2/6/2016	$	500,000		500,000		180,000					—		320,000		(320,000	)
Mix 1 Life, Inc.	Secured Loan		12	%	3/13/2016	$	250,000		250,000		—					—		250,000		(250,000	)
									750,000		180,000		1.92	%		—		570,000		(570,000	)
Financial
Bravo Financial LLC	Secured Loan		12	%	8/31/2018	$	500,000		500,000		500,000		5.32	%		—		—		—
Oil & Gas
Dala Petroleum, Inc.	Secured Loan		12	%	12/31/2015	$	25,000		25,000		—					—		25,000		(25,000	)
Dala Petroleum, Inc.	Secured Loan		12	%	12/22/2016	$	35,195		35,195		—					—		35,195		(35,195	)
Dala Petroleum, Inc.	Secured Loan		12	%	12/16/2017	$	22,500		22,500		—					—		22,500		(22,500	)
									82,695		—		0.00	%		—		82,695		(82,695	)

Total Debt Investments									1,332,695		680,000		7.24	%		—		652,695		(652,695	)

	As of December 31, 2016
	Investments at Amortized Cost		Percentage of Amortized Cost			Investments at Fair Value		Percentage of Fair Value
Senior Secured Loans	$	1,332,695		18.0	%	$	680,000		9.7	%
Preferred Stock		2,030,000		27.4			3,047,011		43.6
Common Stock		3,384,194		45.8			2,714,219		38.8
Warrants		-		-			32,143		0.5
Other Equity		651,019		8.8			513,629		7.4
Total	$	7,397,908		100.0	%	$	6,987,002		100.0	%

	For the Three Months Ended September 30,
	2017		2016
Numerator: Net increase in net asset value resulting from operations	$	86,673	$	142,254
Denominator: Weighted-average number of common shares outstanding		12,092,575		12,151,493
Basic and diluted net gain per common share	$	0.01	$	0.01

	For the Nine Months Ended September 30,
	2017		2016
Numerator: Net increase (decrease) in net asset value resulting from operations	$	254,816	$	(233,869	)
Denominator: Weighted-average number of common shares outstanding		12,131,638		12,151,493
Basic and diluted net gain (loss) per common share	$	0.02	$	(0.02	)

	Nine Months Ended September 30, 2017			Nine Months Ended September 30, 2016
Per-share data⁽¹⁾:
Net asset value at beginning of period	$	0.77		$	0.72
Net investment loss		(0.04	)		(0.01	)
Net realized and unrealized gains (losses)		0.06			(0.01	)
Repurchase of common stock		0.04			-
Net asset value at end of period	$	0.83		$	0.70

Ratio/supplemental data:
Per-share market value of investments at end of period	$	0.59		$	0.52
Shares outstanding at end of period		11,067,402			12,151,493
Weighted-average shares outstanding for period		12,131,638			12,151,493
Net assets at end of period	$	9,208,588		$	8,507,419
Average net assets⁽²⁾	$	9,446,407		$	8,601,680
Portfolio turnover rate⁽³⁾		21.01	%		16.07	%
Ratio of operating expenses to average net assets⁽³⁾		(7.21	)%		(6.51	)%
Ratio of net investment loss to average net assets⁽³⁾		(5.47	)%		(2.52	)%
Ratio of realized gains (losses) to average net assets⁽³⁾		4.89	%		(5.35	)%

	For the three months ended September 30,				For the nine months ended September 30,
Expense item	2017		2016		2017		2016
Professional fees	$	39,175	$	47,632	$	165,725	$	133,116
Payroll		51,562		40,487		160,349		122,445
Occupancy		22,225		21,571		64,556		60,175
Insurance		24,030		18,782		60,170		58,869
Directors’ fees		15,000		15,000		45,000		43,956
Depreciation and amortization		2,670		3,213		8,165		9,637
Other general and administrative		4,970		5,711		10,414		14,012
Total	$	159,632	$	152,396	$	514,379	$	442,210