February 15, 2019
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
Amendment No. 2 to Registration Statement on Form S-1
Filed January 22, 2019
File No. 333-227839
Dear Mr. Karasik:
We have reviewed your amended 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.
Amendment No. 2 to Registration Statement on Form S-1
Financial Statements
Notes to Financial Statements
Note 3 - Mining Claims and Land
Alaska Mineral Lease and Option to Purchase, page F-9
1. Please provide a comprehensive description of your accounting treatment
for the Alaska
Mineral Lease from the inception date of April 5, 2016 through December
31, 2018,
addressing the following points:
The basis for initially recording the amortizing "mineral lease, net"
separately from the
non-amortizing "investment in mineral lease." We note that both
amounts appear to
have been initially recorded at $336,000.
The accounting framework/model under which the non-amortizing
investment in
Sheldon Karasik
Mineral Mountain Mining & Milling Company
February 15, 2019
Page 2
mineral lease is being accounted for, including how potential
impairment is being
evaluated.
The amounts recorded for amortization expense of the mineral lease in
each period,
along with an explanation of why no amortization expense appears to
have been
recorded in interim periods.
The discount rate used to determine the initial lease liability of
$336,000, and the basis
for determining this rate.
A rollfoward of the lease liability, showing reductions for payments
and interest
accretion.
2. Please reconcile your prior assertion regarding accounting for the entire
agreement as a
lease under ASC 842 to the separate accounting treatment reflected in
your financial
statements.
3. Please elaborate on your assertion that you control the right to use the
unpaved road
through the agreement given that it does not appear that such right has
not been clearly
established from a legal perspective, but would need to be adjudicated
through a process
under which the State of Alaska would need to prove that others would
need the right to
access the road.
4. We understand from your response dated December 10, 2018 that the access
afforded by
the unpaved road was an important consideration for you which affected
the terms of the
arrangement. Please clarify why you believe that the scope exception in
ASC 842 is not
applicable. For example, please explain how the unpaved road is different
from other
physical attributes of the land.
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
Pamela Howell at 202-551-3357 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
February 15, 2019 Page 2
cc: Peter M. Papasavas, Esq.
FirstName LastName