SecProbe.io

May 8 , 2014

Via E -mail
Mr. Delbert Steiner
Chief Executive Officer
New Jersey Mining Company
201 N. Third Street
Coeur d’Alene, ID 83814

Re: New Jersey Mining Company
 Amendment No. 1  to Registration Statement on Form 10
 Filed April 11, 2014
 File No. 000 -28837

Dear Mr. Steiner :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better unde rstand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to yo ur facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Business of the Company, page 5

Business Description, page 5

1. Please revise to clarify the extent of exploration activities conducted in 2013 in
quantitative and qualitative terms.  If there were no significant exploration activities,
please revise to so state.

Principal Products or Services and Their Markets, page 6

2. Please revise to clarify the company’s current principal business.  In that regard, we note
that it is not clear whether the company is currently principally engaged in milling or
mining exploration.  Please also revise to describe the market for your mill ing service.
Refer to Item 101(h)(4)(i) of Regulation S -K.

Mr. Delbert Steiner
New Jersey Mining Company
May 8 , 2014
Page 2

 3. Please also revise to identify the material projects and joint ventures you consider to be in
your “portfolio of mineral projects,” and clearly indicate up front, where true, that you
have no significant interests or activities.  We note, for example, references to the
Niagara property, but you also state on page 7 that that lease was terminated.  As another
example, you provide details of the Toboggan, Giant Ledge and other projects here and
elsewhere, but you also seem to indicate that exploration activities are limited to the
Golden Chest property.  See related comment below regarding Plan of Operation.

Distribution Methods of the Products or Services, page 7

4. Please revise to clarify the mi lling process, including whether the company is responsible
for transportation of the ore to and from the mill.

Competitive Business Conditions and Competitive Position in the Industry and Methods of
Competition, page 7

5. Please revise to discuss the compe titive business conditions in the milling industry.
Please also discuss the company’s competitive position and methods of competition in
both the milling and mining exploration industry.  Refer to Item 101(h)(4)(iv) of
Regulation S -K.

Dependence on One o r a Few Major Customers, page 7

6. Please revise to discuss your current and anticipated customer base for your milling
service.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
9

7. Please revise to include a crit ical accounting estimates section to address the existence of
highly material estimates or assumptions and how these matters may affect the financial
statements (e.g. depreciation, impairment of assets ).  Your revised disclosure should
supplement, not dupl icate, the description of accounting policies that are already
disclosed in the notes to the financial statements.  Your disclosure should discuss the
judgments and uncertainties that affect the application of your critical accounting policies
and the like lihood that materially different amounts could be reported under different
conditions or using different assumptions.  Please refer to the Commission’s guidance
concerning Critical Accounting Estimates and revise Management’s Discussion and
Analysis to com ply with the req uired disclosures as necessary.  Refer to  SEC Release No.
33-8350  for further guidance.

8. In your year -to-year comparisons, please quantify the amount of the component of
revenue or expenses or balance sheet line item for each fiscal year compared and also
disclose the amount or percentage of such increase or decrease from the prior fiscal year.

Mr. Delbert Steiner
New Jersey Mining Company
May 8 , 2014
Page 3

9. Please briefly describe the cause of the incre ase or decrease for each year -to-year
comparison.  For example only, please briefly describe the “decreased contracting
services” which resulted in the decline in revenue from 2012 to 2013.  Similarly, please
describe the “fundraising activities,” the “ren ewed activity with joint venture partners,”
the “receivable on Custom Milling,” and what “remaining inventory was sold.”

Plan of Operation, page 10

10. Please briefly discuss your exploration activities, if any, during 2013 at each of the
exploration proper ties identified on page 10.  Please also provide a brief discussion of
any planned exploration activities, including the estimated cost to complete exploration
and the anticipated time frame for such exploration.  In that regard, we note your
disclosure th at “[a]t the Coleman underground mine future plans are to conduct further
drilling to locate higher grade reserves.”  In addition, please disclose which properties are
on care and maintenance.

Liquidity and Capital Resources, page 11

11. Please  revise to  provide a  detailed analysis of the components of the statements of cash
flows (i.e. operating, investing, and financing activities) that explains the significant year -
to-year variations in each line item for each period presented.  Please ensure to  include
robust discussions describing and quantifying the specific effect of the significant drivers
that contributed to the material changes in your operating, investing and financing cash
flows.   Refer to Item 303 of Regulation S -K and SEC Release No. 33 -8350 as it relates to
liquidity and capital resources.

12. Please quantify your cash balance and capital commitments as of a recent practicable
date.

13. Please revise to address your liquidity requirements in quantified terms on both a short -
term (12 months) and long -term basis.  See Instruction 5 to Item 303(a) of Regulation S -
K.

Properties page 14

14. We note that you no longer disclose mineral reserves for your properties.  Please tell us
when your mineral reserves were depleted or reclassified.  Please be advised th at
pursuant to paragraph (a) of Industry Guide 7 companies without a mineral reserve
should refer to themselves as an exploration stage company, including their financial
statements.

Mr. Delbert Steiner
New Jersey Mining Company
May 8 , 2014
Page 4

 Security Ownership of Certain Beneficial Owners and Management, page 25

15. Please update your disclosure as of a more recent practicable date.

Directors and Executive Officers, page 27

16. Please indicate all positions and offices with the company held by each person.  For
example, it appears from disclosure on page 28 that Mr.  Swallow and Mr. Grant
Brackebusch are also directors of the company.

Promoters and Control Persons, page 29

17. Please disclose the promoter or control person for whom you are providing the disclosure
in this section.

Executive Officer Summary Compensatio n Table, page 31

18. Please revise the summary compensation table to also disclose the information required
by Item 402(n) of Regulation S -K concerning the compensation of Mr. Grant
Brackebusch and Mr. Fred Brackebusch for fiscal year 2013.  Refer to Item 402 (m)(2) of
Regulation S -K and Instruction 3 to Item 402(m)(2) of Regulation S -K.

Director Summary Compensation Table, page 32

19. Please update the disclosure here to provide information for fiscal year 2013.  In that
regard, we note your disclosure following  the table that in 2012 the shares awarded to
directors were valued at $1,625 per director, which is the stock award amount reflected in
the tabular disclosure.

Recent Sales of Unregistered Securities, page 35

20. For the sale of unregistered securities o n March 5, 2013, May 6, 2013, May 22, 2013 and
December 31, 2013, please briefly state the facts relied upon to make the exemption from
registration available.  Refer to Item 701(d) of Regulation S -K.

21. We note your disclosure that you sold 200,000 shares o f common stock to Juniper
Resources for $10,000.  However, your disclosure on page 57 indicates that 200,000 units
sold for proceeds of $10,000.  Please revise to clarify whether Juniper Resources
purchased shares of common stock or units consisting of 1 s hare of common stock and ½
purchase warrant.

22. Please advise us of the facts and circumstances underlying the  21,875 shares of common
stock issued from a constructive trust on March 5, 2013.  In addition, please revise to

Mr. Delbert Steiner
New Jersey Mining Company
May 8 , 2014
Page 5

 state the name of the persons or identify the class of persons that received the shares
issued from the constructive trust.

23. For the issuance of unregistered securities during fiscal years ended December 31, 2012
and December 31, 2011, please provide sepa rate disclosure of all the information
required by Item 701 of Regulation S -K for each issuance.  For example, please provide
separate disclosure of all the information required by Item 701 for the issuance of
common stock for director’s fees and for the i ssuance of common stock for mining lease
payments.

24. We note your disclosure on page 57 that during 2013 the company issued 714,286 shares
of common stock for exploration and other services rendered.  However, your disclosure
here does not appear to accou nt for the issuance of those shares.  Please revise to provide
the disclosure required by Item 701 with respect to those issuances or advise us why you
believe such disclosure is not required.

Exhibits

25. Other than Exhibits 14 and 21, the exhibits to your Form 10 are not filed in the proper
format.  Please refile the exhibits in a proper electronic format.  Refer to Rule 102(a) of
Regulation S -T and Section 2.1 of Volume II of the EDGAR Filer Manual.

26. Please confirm that you have filed each agreement in i ts entirety, including any
attachments, appendices or exhibits thereto.  For example, it appears that you have not
filed Appendix A or Exhibits A through E to the agreement filed as Exhibit 10.8.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Mr. Delbert Steiner
New Jersey Mining Company
May 8 , 2014
Page 6

You may contact John Coleman at (202) 551 -3610 if you have ques tions regarding
engineering comments.  You may contact Blaise Rhodes at (202) 551 -3774 or Raj Rajan at (202)
551-3388 if you have questions regarding comments on the financial statements and related
matters.  Please contact Tiffany Posil at  (202) 551 -3589 or James Lopez  at (202) 551 -3536  with
any other questions.

Sincerely,

 /s/ David Link for

John Reynolds
Assistant Director