November 8, 2018
Sheldon Karasik
Chief Executive Officer
Mineral Mountain Mining & Milling Company
13 Bow Circle, Suite 170
Hilton Head, SC 29928
Re: Mineral Mountain Mining & Milling Company
Registration Statement on Form S-1
Filed October 15, 2018
File No. 333-227839
Dear Mr. Karasik:
We have reviewed your registration statement and have the following
comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed October 15, 2018
General
1. Please revise your filing throughout to delete the language that is not
applicable to the
equity line transaction you are registering. For example, delete the
paragraph on the
prospectus cover page beginning: "We may offer the Shelf Registration
Securities for sale
directly to the purchasers or through one or more underwriters . . .,"
delete the first
paragraph under Prospectus Summary relating to an unallocated shelf
offering, and delete
the inapplicable language under Plan of Distribution. Also revise your
selling stockholder
table on page 32 to accurately reflect the amount of shares offered.
Sheldon Karasik
FirstName LastNameSheldonMilling Company
Mineral Mountain Mining & Karasik
Comapany 8, 2018
November NameMineral Mountain Mining & Milling Company
November 8, 2018 Page 2
Page 2
FirstName LastName
2. Please note that our equity line accommodation extends only to equity
line financings
registered as indirect primary offerings where the number of shares
registered is a third or
less of the company's presently outstanding shares held by
non-affiliates. In this regard,
16,428,571 shares appear to be more than a third of your shares held
by non-affiliates.
Please reduce the amount of shares that you are registering under the
equity line financing
to an amount no more than a third of your presently outstanding shares
held by non-
affiliates and disclose in the filing how you calculated your public
float.
3. We note that in Section 2.1 of the equity line agreement, the Market
Price may be
replaced with the Valuation Price. Please revise throughout the
filing, as applicable, to
describe this term of the agreement and include an example.
4. Please provide a discussion, including a risk factor, of the
likelihood of receiving the full
amount available under your equity line transaction. Additionally,
please discuss the
effect of sales on the number of outstanding securities, including
dilution and on your
trading price. In this regard, please add risk factor addressing the
dilutive effect of the
pricing mechanism.
5. We note that you have not filed your required periodic reports from
2005 to 2018. Please
add a risk factor and other appropriate disclosure addressing the
delinquency of your
periodic and current reports.
6. Please file your 10-Q for the quarterly period ended December 31, 2017
and explain in the
filing why this periodic report was not timely filed.
7. As it appears that you no longer intend to register the resale of
shares being offered by
selling stockholders reflected in your DRS/Form S-1 filed on February
27, 2018, please
file a a request for withdrawal under Rule 477 of Regulation C.
Prospectus Summary, page 5
8. We note that your equity purchase agreement does not allow for the
agreement to be
assigned. However, on pages 6 and 32 you state that the selling
stockholder and any
"pledgee, donee, transferee or other successor-in-interest" may offer
shares of your
common stock. Please revise. For guidance, see Compliance and
Disclosure
Interpretations, Securities Act Sections, Question 139.16.
9. Please describe the development of your business during the last three
years. See Item
101(h) of Regulation S-K. Also disclose why the company's name was
amended to Score
Technologies Corporation in 2014, Multiplexed Encryption Technologies,
Inc. in 2015,
and back to Mineral Mountain Mining & Milling Company in 2016, as
reflected in the
articles of incorporation you have filed as exhibits.
Sheldon Karasik
FirstName LastNameSheldonMilling Company
Mineral Mountain Mining & Karasik
Comapany 8, 2018
November NameMineral Mountain Mining & Milling Company
November 8, 2018 Page 3
Page 3
FirstName LastName
Selling Stockholder, page 32
10. Please identify the natural persons who have voting and/or investment
control over the
shares beneficially owned by CBP.
Executive Compensation, page 41
11. Please provide the disclosure required by Item 402(o) of Regulation
S-K. Additionally,
please disclose the director compensation in tabular format. Refer to
Item 402(r) of
Regulation S-K.
Related Party Transactions, page 43
12. Please provide the disclosure required by Item 404(d) of Regulation
S-K for the periods
since the two fiscal years preceding the company's fiscal year ended
September 30, 2018.
See instruction (1) to Item 404.
13. Please state the names of your promoters and provide the disclosure
required by Item
404(c) of Regulation S-K.
14. We note your disclosure regarding consulting services by a related
party on pages F-
11 and F-22. Please provide the information required by Item 404(d) of
Regulation S-K.
Financial Statements
Consolidated statement of operations, page F-4
15. We note you recognized a loss on issuance of common stock of $130,800
during the
year ended September 30, 2016. Tell us and disclose the details of the
underlying
transaction and the basis for the loss recognized.
Notes to Financial Statements
Note 3 - Mining Claims and Land
Alaska Mineral Lease and Option to Purchase, page F-9
16. We note your disclosure that in connection with signing the lease
agreement with
an option to purchase the Caribou Mining Claims you issued 11,200,000
shares of
common stock and recorded an investment in mineral lease of $336,000.
We also
understand that upon adoption of ASC 842, you recognized an additional
investment in
mineral lease asset of $336,000 and a corresponding mineral lease
liability of $336,000.
Please tell us how you concluded the scope exception in ASC
842-10-15-1(b) is not
applicable to this agreement and provide us the basis for your
accounting for the mineral
leases. Please revise your accounting and disclosures as appropriate.
Item 15. Recent Sales of Unregistered Securities, page II-1
17. Please provide the disclosure required by Item 701 of Regulation S-K
for the past three
Sheldon Karasik
Mineral Mountain Mining & Milling Company
November 8, 2018
Page 4
years. Additionally, please state the exemption from registration claimed
and the facts
relied upon to make the exemption available.
Exhibits
18. Please revise exhibit 5.1 to reflect that the shares have been duly
authorized "and will be,
when sold," validly issued, fully paid and nonassessable. For guidance,
see Staff Legal
Bulletin No. 19 (CF), Section II.B.1.a, which is available on our
website.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Joanna Lam at 202-551-3476 or Raj Rajan at 202-551-3388
if you have
questions regarding comments on the financial statements and related matters.
Please
contact Jonathan Burr at 202-551-5833 or Brigitte Lippmann at 202-551-3713 with
any other
questions.
Sincerely,
FirstName LastNameSheldon Karasik Division of Corporation
Finance
Office of Beverages, Apparel
and
Comapany NameMineral Mountain Mining & Milling Company
Mining
November 8, 2018 Page 4
cc: Peter M. Papasavas, Esq.
FirstName LastName