SecProbe.io

CORRESP
 1
 filename1.htm

 Sui Group Holdings Limited

 1907 Wayzata Boulevard, Suite 205

 Wayzata, MN 55391

 September 29, 2025

 Via EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Crypto Assets

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Sui Group Holdings Limited

 Registration Statement on Form S-1

 File No. 333-289201

 To whom it may concern:

 Pursuant to Rule 461 under the Securities Act of
1933, as amended, Sui Group Holdings Limited (the " Company ") hereby respectfully requests that the effective
date of the Company's Registration Statement on Form S-1 (File No. 333-289201) be accelerated by the Securities and Exchange Commission
to 4:00 p.m., Eastern Time, on September 30, 2025 or as soon as practicable thereafter.

 Sincerely,

 /s/ Douglas Polinsky

 Name:
 Douglas Polinsky

 Title:
 Chief Executive Officer

 cc:
 Alexandria Kane, Loeb & Loeb LLP

CORRESP
 1
 filename1.htm

 Loeb & Loeb LLP

 901 New York Avenue, N.W.
 Washington, D.C. 20001

 345 Park Avenue
 New York, NY 10154

 Main 202.618.5000
 Fax 202.217.2554

 Main 212.407.4000
 Fax 212.407.4990

 September 16, 2025

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Crypto Assets

 100 F Street, N.E.

 Washington,
D.C. 20549

 Attn: Sonia Bednarowski
Sandra Hunter Berkheimer

 Re: SUI Group Holdings Limited

 Amendment No. 1 to Registration
Statement on Form S-1

 Submitted August 28, 2025

 File No. 333-289201

 Dear Mesdames Bednarowski and Hunter Berkheimer:

 On behalf of our client, SUI
Group Holdings Limited (the " Company "), we hereby provide a response to the comments issued in a letter dated September
4, 2025 (the " Staff ' s Letter ") regarding the Company's Amendment No. 1 to the Registration Statement
on Form S-1. Contemporaneously, we are filing the Amendment No. 2 to the Registration Statement on Form S-1 via Edgar (the " Amendment ").

 In order to facilitate the
review by the staff of the Securities and Exchange Commission ( the "Staff ") of the Amendment No. 1 we have responded,
on behalf of the Company, to the comments set forth in the Staff's Letter on a point-by-point basis. The numbered paragraphs set
forth below respond to the Staff's comments and correspond to the numbered paragraph in the Staff's Letter.

 Los Angeles New York Chicago
Nashville Washington, DC San Francisco Beijing Hong
Kong www.loeb.com

 For the United States offices, a limited liability
partnership including professional corporations. For Hong Kong office, a limited liability partnership.

 United States Securities and Exchange Commission
 September 16, 2025
 Page 2

 Amendment No. 1 to Registration Statement on
Form S-1

 Digital Asset Purchase and Sale Agreement,
page 4

 1. We note your revised disclosure on pages 4 and 33 in response to prior comment 9. Please expand your description
of the Digital Asset Purchase and Sale Agreement to disclose the amount of SUI you agreed to purchase from the Sui Foundation, a definition
of the Closing Date, the term of the agreement, the termination provisions of the agreement and a description of the preemptive rights
to purchase additional SUI tokens for a two year period after the Closing Date.

 Response : The disclosure on pages
4 and 33 of the Amendment has been revised in response to the Staff's comments.

 The SUI Strategy, page 31

 2. Refer to your response to prior comment 2. Please disclose whether you have received the Sui Foundation's
approval to stake the SUI purchased pursuant to the Digital Asset Purchase and Sale Agreement, and, to the extent that you have begun
to stake SUI, please disclose the percentage of your SUI holdings that are currently staked. Please also disclose the percentage you plan
to stake going forward. In addition, please disclose the identities of your Staking Service Providers, disclose the material terms of
your agreements with the Staking Service Providers, and include the agreements as exhibits to your registration statement if required
by Item 601 of Regulation S-K. In addition, with a view towards revised disclosure, please tell us how you estimate that you will earn
approximately 2.2% of the amount of staked SUI per year if "[t]he amount of SUI [you] receive as reward for [your] staking activity
can vary significantly." Also disclose the unbonding period of your staked SUI and address the risks of liquidity if 81% of your
treasury holdings are invested in SUI and 100% of your SUI holdings are staked.

 Response : The disclosure on pages 14 and 31 of the Amendment has been revised in response to the Staff's comments. As disclosed in the Amendment,
the Company's only staking service provider is Galaxy Digital Capital Management LP. The Company's Asset Management Agreement,
dated July 27, 2025, was previously filed with the Registration Statement as Exhibit 10.5.

 The SUI, SUI Markets and Regulation of SUI,
page 34

 3. We note your revised disclosure in response to prior comment 8. Please revise to disclose the current unlocked supply of SUI and the
schedule related to unlocking the remaining supply. In addition, please revise to disclose the range of gas fees required for transfers
on the SUI network.

 Response : The disclosure on page 37 of the Amendment has been revised in response to the Staff's comments.

 United States Securities and Exchange Commission
 September 16, 2025
 Page 3

 Please call me at 212-407-4017 if you would like
additional information with respect to any of the foregoing. Thank you.

 Sincerely,

 /s/ Alexandria Kane, Esq.

 Alexandria Kane, Esq.

 Partner

 cc: Douglas Polinsky, Chief Executive Officer of SUI Group Holdings
Limited

CORRESP
 1
 filename1.htm

 Sui Group Holdings Limited

 1907 Wayzata Boulevard, Suite 205

 Wayzata, MN 55391

 September 8, 2025

 Via EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Crypto Assets

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 SUI Group Holdings Limited

 Registration Statement on Form S-1

 Filed September 5, 2025

 File No. 333-289438

 To whom it may concern:

 Pursuant to Rule 461 under the Securities Act of
1933, as amended, SUI Group Holdings Limited (the " Company ") hereby respectfully requests that the effective
date of the Company's Registration Statement on Form S-1 (File No. 333-289438) be accelerated by the Securities and Exchange Commission
to 4:30 p.m., Eastern Time, on September 8, 2025 or as soon as practicable thereafter.

 Sincerely,

 /s/ Douglas Polinsky

 Name:
 Douglas Polinsky

 Title:
 Chief Executive Officer

 cc:
 Alexandria Kane, Loeb & Loeb LLP

CORRESP
 1
 filename1.htm

 Loeb & Loeb LLP

 901 New York Avenue, N.W.
 Washington, D.C. 20001

 345 Park Avenue
 New York, NY 10154

 Main 	202.618.5000
 Fax 	202.217.2554

 Main 	212.407.4000
 Fax 	212.407.4990

 September 5, 2025

 United States Securities and Exchange Commission
 Division of Corporation Finance
 Office of Crypto Assets
100 F Street, N.E.
Washington, D.C. 20549

 Attn: Sonia Bednarowski

 Sandra Hunter Berkheimer

 Re:
 SUI Group Holdings Limited

 Amendment No. 1 to Registration Statement on Form S-1

 Submitted August 28, 2025

 File No. 333-289438

 Dear Mesdames Bednarowski and Hunter Berkheimer:

 On behalf of our client, SUI
Group Holdings Limited (the " Company "), we hereby provide a response to the comments issued in a letter dated September
4, 2025 (the " Staff ' s Letter ") regarding the Company's Amendment No. 1 to the Registration Statement
on Form S-1. Contemporaneously, we are filing the Amendment No. 2 to the Registration Statement on Form S-1 via Edgar (the " Amendment ").

 In order to facilitate the
review by the staff of the Securities and Exchange Commission ( the "Staff ") of the Amendment No. 1 we have responded,
on behalf of the Company, to the comments set forth in the Staff's Letter on a point-by-point basis. The numbered paragraphs set
forth below respond to the Staff's comments and correspond to the numbered paragraph in the Staff's Letter.

 Los Angeles New York Chicago
Nashville Washington, DC San Francisco Beijing Hong
Kong www.loeb.com

 For the United States offices, a limited liability
partnership including professional corporations. For Hong Kong office, a limited liability partnership.

 United States Securities and Exchange Commission
 September 5, 2025
 Page 2

 Amendment No. 1 to Registration Statement on
Form S-1

 Recent Developments

 The SUI Strategy, page 4

 1. Refer to your response to prior comments 1 and 7. We note your revised disclosure regarding your recent
acquisitions of SUI and your current holdings of 96,318,536 SUI, which were purchased for an aggregate purchase price of approximately
$350.8 million. Please revise to disclose the average price per SUI, the percentage of your treasury holdings that are currently invested
in crypto assets, including USDT and USDC. In this regard, we note your disclosure on page 11 that "[y]our SUI holdings represent
85% of [y]our digital asset holdings with the balance being held in USDT and USDC stablecoins." In addition, we note that you intend
to use $140 million of the Cash PIPE Proceeds to acquire additional SUI. Please revise to disclose how you intend to purchase such additional
SUI, including whether this purchase will be pursuant to the Digital Asset Purchase and Sale Agreement with the Sui Foundation, certain
third-party trading platforms or through certain brokers. Please disclose whether you have any agreements in place for this purpose, and,
if so, please identify the parties to the agreements, disclose the material terms of the agreements, and file the agreements as exhibits
to your registration statement if required by Item 601 of Regulation S-K. Also disclose when you intend to purchase the additional SUI.

 Response : The disclosure on pages
4, 7-8, 11, and 20 of the Amendment has been revised in response to the Staff's comments.

 The SUI Strategy, page 19

 2. Refer to your response to prior comment 2. Please disclose whether you have received the Sui Foundation's
approval to stake the SUI purchased pursuant to the Digital Asset Purchase and Sale Agreement, and, to the extent that you have begun
to stake SUI, please disclose the percentage of your SUI holdings that are currently staked. Please also disclose the percentage you plan
to stake going forward. In addition, please disclose the identities of your Staking Service Providers, disclose the material terms of
your agreements with the Staking Service Providers, and include the agreements as exhibits to your registration statement if required
by Item 601 of Regulation S-K. In addition, with a view towards revised disclosure, please tell us how you estimate that you will earn
approximately 2.2% of the amount of staked SUI per year if "[t]he amount of SUI [you] receive as reward for [your] staking activity
can vary significantly." Also disclose the unbonding period of your staked SUI and address the risks of liquidity if 81% of your
treasury holdings are invested in SUI and 100% of your SUI holdings are staked.

 Response: The disclosure on pages
13 and 19 of the Amendment has been revised in response to the Staff's comments. As disclosed in the Amendment, the Company's
only staking service provider is Galaxy Digital Capital Management LP. The Company's Asset Management Agreement, dated July 27,
2025, was previously filed with the Registration Statement as Exhibit 10.5.

 United States Securities and Exchange Commission
 September 5, 2025
 Page 3

 The SUI, SUI Markets and Regulation of SUI,
page 22

 3. We note your revised disclosure in response to prior comment 8. Please revise to disclose the current unlocked supply of SUI and the
schedule related to unlocking the remaining supply. In addition, please revise to disclose the range of gas fees required for transfers
on the SUI network.

 Response : The disclosure on page
25 of the Amendment has been revised in response to the Staff's comments.

 Please call me at 212-407-4017 if you would like
additional information with respect to any of the foregoing. Thank you.

 Sincerely,

 /s/ Alexandria Kane, Esq.

 Alexandria Kane, Esq.

 Partner

 cc: Douglas Polinsky, Chief Executive Officer of SUI Group Holdings
Limited

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 4, 2025

Douglas Polinsky
Chief Executive Officer
SUI Group Holdings Limited
1907 Wayzata Boulevard, Suite 205
Wayzata, MN 55391

 Re: SUI Group Holdings Limited
 Amendment No. 1 to Registration Statement on Form S-1
 August 28, 2025
 File No. 333-289438
Dear Douglas Polinsky:

 We have reviewed your amended registration statement and have the
following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our August 18,
2025 letter.

Amendment No. 1 to Registration Statement on Form S-1
Recent Developments
The SUI Strategy, page 4

1. Refer to your response to prior comments 1 and 7. We note your revised
disclosure
 regarding your recent acquisitions of SUI and your current holdings of
96,318,536
 SUI, which were purchased for an aggregate purchase price of
approximately $350.8
 million. Please revise to disclose the average price per SUI, the
percentage of your
 treasury holdings that are currently invested in crypto assets,
including USDT and
 USDC. In this regard, we note your disclosure on page 11 that "[y]our
SUI holdings
 represent 85% of [y]our digital asset holdings with the balance being
held in USDT
 and USDC stablecoins." In addition, we note that you intend to use $140
million of
 the Cash PIPE Proceeds to acquire additional SUI. Please revise to
disclose how you
 September 4, 2025
Page 2

 intend to purchase such additional SUI, including whether this purchase
will be
 pursuant to the Digital Asset Purchase and Sale Agreement with the Sui
Foundation,
 certain third-party trading platforms or through certain brokers. Please
disclose
 whether you have any agreements in place for this purpose, and, if so,
please identify
 the parties to the agreements, disclose the material terms of the
agreements, and file
 the agreements as exhibits to your registration statement if required by
Item 601 of
 Regulation S-K. Also disclose when you intend to purchase the additional
SUI.
The SUI Strategy, page 19

2. Refer to your response to prior comment 2. Please disclose whether you
have received
 the Sui Foundation's approval to stake the SUI purchased pursuant to the
Digital Asset
 Purchase and Sale Agreement, and, to the extent that you have begun to
stake SUI,
 please disclose the percentage of your SUI holdings that are currently
staked. Please
 also disclose the percentage you plan to stake going forward. In
addition, please
 disclose the identities of your Staking Service Providers, disclose the
material terms
 of your agreements with the Staking Service Providers, and include the
agreements as
 exhibits to your registration statement if required by Item 601 of
Regulation S-K. In
 addition, with a view towards revised disclosure, please tell us how you
estimate that
 you will earn approximately 2.2% of the amount of staked SUI per year if
"[t]he
 amount of SUI [you] receive as reward for [your] staking activity can
vary
 significantly." Also disclose the unbonding period of your staked SUI and
address the
 risks of liquidity if 81% of your treasury holdings are invested in SUI
and 100% of
 your SUI holdings are staked.
The SUI, SUI Markets and Regulation of SUI, page 22

3. We note your revised disclosure in response to prior comment 8. Please
revise to
 disclose the current unlocked supply of SUI and the schedule related to
unlocking the
 remaining supply. In addition, please revise to disclose the range of gas
fees required
 for transfers on the SUI network.
 Please contact Sonia Bednarowski at 202-551-3666 or Sandra Hunter
Berkheimer at
202-551-3758 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 4, 2025

Douglas Polinsky
Chief Executive Officer
SUI Group Holdings Limited
1907 Wayzata Boulevard, Suite 205
Wayzata, MN 55391

 Re: SUI Group Holdings Limited
 Amendment No. 1 to Registration Statement on Form S-1
 Filed August 28, 2025
 File No. 333-289201
Dear Douglas Polinsky:

 We have reviewed your amended registration statement and have the
following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our August 18,
2025 letter.

Amendment No. 1 to Registration Statement on Form S-1
Digital Asset Purchase and Sale Agreement, page 4

1. We note your revised disclosure on pages 4 and 33 in response to prior
comment 9.
 Please expand your description of the Digital Asset Purchase and Sale
Agreement to
 disclose the amount of SUI you agreed to purchase from the Sui
Foundation, a
 definition of the Closing Date, the term of the agreement, the
termination provisions
 of the agreement and a description of the preemptive rights to purchase
additional SUI
 tokens for a two year period after the Closing Date.
The SUI Strategy, page 31

2. Refer to your response to prior comment 2. Please disclose whether you
have received
 the Sui Foundation's approval to stake the SUI purchased pursuant to the
Digital Asset
 September 4, 2025
Page 2

 Purchase and Sale Agreement, and, to the extent that you have begun to
stake SUI,
 please disclose the percentage of your SUI holdings that are currently
staked. Please
 also disclose the percentage you plan to stake going forward. In
addition, please
 disclose the identities of your Staking Service Providers, disclose the
material terms
 of your agreements with the Staking Service Providers, and include the
agreements as
 exhibits to your registration statement if required by Item 601 of
Regulation S-K. In
 addition, with a view towards revised disclosure, please tell us how you
estimate that
 you will earn approximately 2.2% of the amount of staked SUI per year if
"[t]he
 amount of SUI [you] receive as reward for [your] staking activity can
vary
 significantly." Also disclose the unbonding period of your staked SUI and
address the
 risks of liquidity if 81% of your treasury holdings are invested in SUI
and 100% of
 your SUI holdings are staked.
SUI, SUI Markets and Regulation of SUI, page 34

3. We note your revised disclosure in response to prior comment 8. Please
revise to
 disclose the current unlocked supply of SUI and the schedule related to
unlocking the
 remaining supply. In addition, please revise to disclose the range of gas
fees required
 for transfers on the SUI network.
 Please contact Sonia Bednarowski at 202-551-3666 or Sandra Hunter
Berkheimer at
202-551-3758 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Loeb & Loeb LLP

 345 Park Avenue
 New York, NY 10154

 Main 212.407.4000
 Fax 212.407.4990

 August 27, 2025

 United States Securities and Exchange

 Commission

 Division of Corporation Finance

 Office of Crypto Assets

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Sonia Bednarowski
 Sandra Hunter Berkheimer

 Re: Mill City Ventures III, Ltd

 Registration Statement on Form
S-1

 Submitted August 8, 2025

 File No. 333-289438

 Dear Mesdames Bednarowski and Hunter Berkheimer:

 On behalf of our client, Mill
City Ventures III, Ltd. (the " Company "), we hereby provide a response to the comments issued in a letter dated August
18, 2025 (the " Staff ' s Letter ") regarding the Company's Registration Statement on Form S-1. Contemporaneously,
we are filing the Amendment No. 1 to the Registration Statement on Form S-1 via Edgar (the " Amendment No. 1 ").

 In order to facilitate the
review by the staff of the Securities and Exchange Commission (the " Staff ") of the Amendment No. 1 we have responded,
on behalf of the Company, to the comments set forth in the Staff's Letter on a point-by-point basis. The numbered paragraphs set
forth below respond to the Staff's comments and correspond to the numbered paragraph in the Staff's Letter.

 Los Angeles New York Chicago
Nashville Washington, DC San Francisco Beijing Hong
Kong www.loeb.com

 For the United States offices, a limited liability
partnership including professional corporations. For Hong Kong office, a limited liability partnership.

 United States Securities and Exchange Commission
 August 27, 2025
 Page 2

 Registration Statement on Form S-1

 General

 1. Please expand your disclosure to describe your plan of operations for the next twelve months by describing
when you intend to use the proceeds from the PIPE transaction to purchase SUI, other sources of capital for your acquisition of SUI, including
disclosure related to the amount of SUI you intend to purchase with the proceeds from the PIPE transaction, if known, and, if not, the
factors you will consider regarding the amount of proceeds you will use to purchase SUI so that investors understand your plans to increase
your holdings of SUI and your plans to continue your short term lending business line. In addition, please revise to describe the plans
that you have related to diversifying your product offerings, including a description of such product offerings, a timeline of the development
of such products, the estimated costs of developing these products, the sources of capital and any challenges you may experience related
to the development of these products. In this regard, we note your Strategic Advisor Agreement with Karatage related to the development
of such products.

 Response : The disclosure on pages
4 and 19 has been revised in response to the Staff's comments.

 2. Please disclose whether you currently use or have plans to use SUI as collateral for loans. To the extent
that you have collateralized your holdings of SUI, please disclose the percentage of SUI that is currently used as collateral. In addition,
please disclose as to whether you stake or intend to stake SUI. To the extent that you do, please revise to provide a materially complete
description of your staking policy and your staking program, including disclosure regarding the percentage of SUI you stake or intend
to stake. Please revise to describe whether you intend to generate income with your SUI holdings, and, if so, please describe your policies
and procedures related to doing so. In this regard, we note that you have signed an Asset Management Agreement with Galaxy Digital Capital
Management LP to manage the first $750 million of your SUI and at least 50% of your SUI in excess of $750 million. We also note that SUI
purchased pursuant to your Digital Asset Purchase and Sale Agreement with the Foundation Investor will be subject to transfer restrictions
for a period of two years following the purchase. Please revise to disclose the percentage of your SUI holdings that are subject to the
two year transfer restrictions and how these restrictions will impact your ability to use and monetize your SUI holdings, and add risk
factor disclosure as appropriate.

 Response : The disclosure on page
19 has been revised in response to the Staff's comments.

 United States Securities and Exchange Commission
 August 27, 2025
 Page 3

 3. Please expand your disclosure to describe the policies and procedures you have in place or intend to adopt that govern when you exchange
cash for SUI and when you monetize your SUI, and disclose whether you have policies or will establish policies governing the percentage
of your treasury holdings that will be SUI. Also disclose the percentage of your treasury that is currently invested in SUI. In addition,
please disclose whether you intend to hedge your SUI exposure, and, if so, please describe your hedging strategy.

 Response : The disclosure on page
20 has been revised in response to the Staff's comments.

 4. Please describe the anti-money laundering (AML), know-your-customer (KML) and other procedures you conduct or plan to conduct to mitigate
transaction risk, including whether a transaction counterparty is subject to sanctions and is otherwise in compliance with applicable
laws and regulations.

 Response : The disclosure on page
12 has been revised in response to the Staff's comments.

 5. Please revise to disclose your policies related to air drops, incidental rights and hard forks, and add risk factors related to such
policies as necessary.

 Response : The disclosure on page
20 has been revised in response to the Staff's comments.

 6. Please revise to identify the custodians that custody your SUI holdings, describe the material terms of your agreements with the custodians,
including the term, termination provisions, whether your assets are held in segregated accounts, the identity of entities that have access
to the SUI, whether any entity is responsible for verifying the existence of the SUI and the insurance coverage of your SUI holdings that
the custodians provide. Also, revise your disclosure to address where your third-party custodians are chartered and how they are regulated,
and include the agreements with your third-party custodians as exhibits to your registration statement.

 Response :
The disclosure on pages 19 and 21-22 has been revised in response to the Staff's comments. The Custodial Services Agreement
with BitGo is filed as Exhibit 10.22 to Amendment No. 1.

 United States Securities and Exchange Commission
 August 27, 2025
 Page 4

 7. Please revise to disclose whether you have any agreements with counterparties related to purchase and sales of SUI, and, if so, please
identify the counterparties and disclose the material terms of your agreements with your counterparties.

 Response : The disclosure on pages
4-5 and 21 has been revised in response to the Staff's comments.

 8. Please add a section to your registration statement that includes a materially complete description of SUI and the SUI blockchain,
including, for example, a description of the lifecycle of SUI, the use case of SUI, including its purpose, use and/or functions, the marketcap
of SUI, the circulating supply of SUI, the maximum supply of SUI, a description of the vesting schedule of SUI, the average volume of
SUI and the launch date of SUI and the SUI blockchain and the role of the Sui Foundation in the governance of SUI. In addition, please
include risk factor disclosure addressing the characteristics of SUI related to liquidity, including how fiat currency may be exchanged
for SUI and how SUI may be exchanged for fiat currency.

 Response : The disclosure on pages
19-30 has been revised in response to the Staff's comments.

 Prospectus Summary, page 1

 9. We note your disclosure on page 1 that you have an official relationship with the Sui Foundation. Please revise to describe your relationship
with the Sui Foundation and clarify what you mean by your disclosure on page 4 that your position as a public company "with an official
Sui Foundation relationship proves us institutional-grade exposure to the SUI blockchain." In addition, please revise to describe
the material terms of the Digital Asset Purchase and Sale Agreement with the Foundation Investor so that investors understand the amount
of SUI you have agreed to purchase pursuant to the agreement.

 Response : The disclosure on pages
1, 4, 27, 31, and 39 has been revised in response to the Staff's comments.

 Risk Factors, page 7

 10. Please add additional risk factors that further address potential impacts to the price of SUI such as competition from other crypto
assets and the lack of adoption of SUI.

 Response : The disclosure on pages
8-9 has been revised in response to the Staff's comments.

 United States Securities and Exchange Commission
 August 27, 2025
 Page 5

 Risks Related to This Offering and Ownership of Our Common Stock

 Our financial results and the market price of our Common Stock may
be affected by the prices of SUI, page 7

 11. Please expand this risk factor to provide quantitative information that demonstrates the volatility of SUI or provide a cross-reference
to where you address the volatility of SUI. In addition, you state that SUI is relatively novel. Please revise to disclose the date that
SUI was publicly launched.

 Response : The disclosure on pages
7 and 9-10 has been revised in response to the Staff's comments.

 Our SUI holdings are less liquid than our existing cash and cash
equivalents, page 9

 12. We note your disclosure regarding the "susceptibility to market abuse and manipulation," internal
control failures at exchanges, risks related to custodians and trade execution partners, and risks related to the inability to enter into
term loans or other capital raising transactions collateralized by your SUI. Please revise to expand your risk factors section to include
separately captioned risk factors that address each of the risks listed in this risk factor. In addition, please address the risks of
attacks due to the level of concentration of SUI ownership such as the possibility of a SUI owner obtaining control over the SUI network,
the risks of hard forks, front-running and wash-trading, the risks related to the bankruptcy or insolvency of your custodian, the risk
that your anti-money laundering (AML), know-your-customer (KML) and other due diligence procedures you conduct may fail to prevent transactions
with a sanctioned entity and the impact if such a transaction occurs. For each of your risk factors, please use specific examples to demonstrate
the risks described in each.

 Response : The disclosure on pages
11-14 has been revised in response to the Staff's comments.

 Exhibits and Financial Statement Schedules, page 42

 13. We note that you marked Exhibit 10.6 as having portions omitted in compliance with Regulation S-K Item 601(b)(10)(ix). Please revise
to include a prominent statement on the first page of the redacted exhibit that certain identified information has been excluded from
the exhibit because it is both not material and is the type that the registrant treats as private or confidential.

 Response : Exhibit 10.6 has been
refiled with the inclusion of the prominent statement on the first page of the redacted exhibit that certain identified information has
been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential.

 United States Securities and Exchange Commission
 August 27, 2025
 Page 6

 Please call me at 212-407-4017 if you would like
additional information with respect to any of the foregoing. Thank you.

 Sincerely,

 /s/ Alexandria Kane, Esq.

 Alexandria Kane, Esq.

 Partner

 cc: Douglas Polinsky, Chief Executive Officer of Mill City Ventures
III, Ltd.

CORRESP
 1
 filename1.htm

 Loeb & Loeb LLP

 345 Park Avenue
 New York, NY 10154

 Main 212.407.4000 Fax 212.407.4990

 August 27, 2025

 United States Securities and Exchange

 Commission

 Division of Corporation Finance

 Office of Crypto Assets

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Sonia Bednarowski
 Sandra Hunter Berkheimer

 Re: Mill City Ventures III, Ltd

 Registration Statement on Form
S-1

 Submitted August 4, 2025

 File No. 333-289201

 Dear Mesdames Bednarowski and Hunter Berkheimer:

 On behalf of our client, Mill City Ventures III, Ltd. (the " Company "),
we hereby provide a response to the comments issued in a letter dated August 18, 2025 (the " Staff ' s Letter ")
regarding the Company's Registration Statement on Form S-1. Contemporaneously, we are filing the Amendment No. 1 to the Registration
Statement on Form S-1 via Edgar (the " Amendment No. 1 ").

 In order to facilitate the
review by the staff of the Securities and Exchange Commission (THE " Staff ") of the Amendment No. 1 we have responded,
on behalf of the Company, to the comments set forth in the Staff's Letter on a point-by-point basis. The numbered paragraphs set
forth below respond to the Staff's comments and correspond to the numbered paragraph in the Staff's Letter.

 Los Angeles New York Chicago
Nashville Washington, DC San Francisco Beijing Hong
Kong www.loeb.com

 For the United States offices, a limited liability
partnership including professional corporations. For Hong Kong office, a limited liability partnership.

 United States Securities and Exchange Commission
 August 27, 2025
 Page 2

 Registration Statement on Form S-1

 General

 1. Please expand your disclosure to describe your plan of operations for the next twelve months by describing
when you intend to use the proceeds from the PIPE transaction to purchase SUI, other sources of capital for your acquisition of SUI, including
disclosure related to the amount of SUI you intend to purchase with the proceeds from the PIPE transaction, if known, and, if not, the
factors you will consider regarding the amount of proceeds you will use to purchase SUI so that investors understand your plans to increase
your holdings of SUI and your plans to continue your short term lending business line. In addition, please revise to describe the plans
that you have related to diversifying your product offerings, including a description of such product offerings, a timeline of the development
of such products, the estimated costs of developing these products, the sources of capital and any challenges you may experience related
to the development of these products. In this regard, we note your Strategic Advisor Agreement with Karatage related to the development
of such products.

 Response : The disclosure on pages
4 and 31 has been revised in response to the Staff's comments.

 2. Please disclose whether you currently use or have plans to use SUI as collateral for loans. To the extent
that you have collateralized your holdings of SUI, please disclose the percentage of SUI that is currently used as collateral. In addition,
please disclose as to whether you stake or intend to stake SUI. To the extent that you do, please revise to provide a materially complete
description of your staking policy and your staking program, including disclosure regarding the percentage of SUI you stake or intend
to stake. Please revise to describe whether you intend to generate income with your SUI holdings, and, if so, please describe your policies
and procedures related to doing so. In this regard, we note that you have signed an Asset Management Agreement with Galaxy Digital Capital
Management LP to manage the first $750 million of your SUI and at least 50% of your SUI in excess of $750 million. We also note that SUI
purchased pursuant to your Digital Asset Purchase and Sale Agreement with the Foundation Investor will be subject to transfer restrictions
for a period of two years following the purchase. Please revise to disclose the percentage of your SUI holdings that are subject to the
two year transfer restrictions and how these restrictions will impact your ability to use and monetize your SUI holdings, and add risk
factor disclosure as appropriate.

 Response : The disclosure on page
31 has been revised in response to the Staff's comments.

 United States Securities and Exchange Commission
 August 27, 2025
 Page 3

 3. Please expand your disclosure to describe the policies and procedures you have in place or intend to adopt that govern when you exchange
cash for SUI and when you monetize your SUI, and disclose whether you have policies or will establish policies governing the percentage
of your treasury holdings that will be SUI. Also disclose the percentage of your treasury that is currently invested in SUI. In addition,
please disclose whether you intend to hedge your SUI exposure, and, if so, please describe your hedging strategy.

 Response : The disclosure on page
32 has been revised in response to the Staff's comments.

 4. Please describe the anti-money laundering (AML), know-your-customer (KML) and other procedures you conduct or plan to conduct to mitigate
transaction risk, including whether a transaction counterparty is subject to sanctions and is otherwise in compliance with applicable
laws and regulations.

 Response : The disclosure on page
15 has been revised in response to the Staff's comments.

 5. Please revise to disclose your policies related to air drops, incidental rights and hard forks, and add risk factors related to such
policies as necessary.

 Response : The disclosure on page
20 has been revised in response to the Staff's comments.

 6. Please revise to identify the custodians that custody your SUI holdings, describe the material terms of your agreements with the custodians,
including the term, termination provisions, whether your assets are held in segregated accounts, the identity of entities that have access
to the SUI, whether any entity is responsible for verifying the existence of the SUI and the insurance coverage of your SUI holdings that
the custodians provide. Also, revise your disclosure to address where your third-party custodians are chartered and how they are regulated,
and include the agreements with your third-party custodians as exhibits to your registration statement.

 Response :
The disclosure on pages 32 and 33-34 has been revised in response to the Staff's comments. The Custodial Services Agreement
with BitGo is filed as Exhibit 10.22 to Amendment No. 1.

 United States Securities and Exchange Commission
 August 27, 2025
 Page 4

 7. Please revise to disclose whether you have any agreements with counterparties related to purchase and sales of SUI, and, if so, please
identify the counterparties and disclose the material terms of your agreements with your counterparties.

 Response : The disclosure on pages
4-5 and 33 has been revised in response to the Staff's comments.

 8. Please add a section to your registration statement that includes a materially complete description of SUI and the SUI blockchain,
including, for example, a description of the lifecycle of SUI, the use case of SUI, including its purpose, use and/or functions, the marketcap
of SUI, the circulating supply of SUI, the maximum supply of SUI, a description of the vesting schedule of SUI, the average volume of
SUI and the launch date of SUI and the SUI blockchain and the role of the Sui Foundation in the governance of SUI. In addition, please
include risk factor disclosure addressing the characteristics of SUI related to liquidity, including how fiat currency may be exchanged
for SUI and how SUI may be exchanged for fiat currency.

 Response : The disclosure on pages 31-42 has been revised in response to the Staff's
comments.

 Prospectus Summary, page 3

 9. We note your disclosure on page 3 that you have a relationship with
the Sui Foundation and acquire SUI through market purchases and from the Sui Foundation. Please revise to describe your relationship with
the Sui Foundation and clarify what you mean by your disclosure on page 5 that your position as a public company "with an official
Sui Foundation relationship proves us institutional-grade exposure to the SUI blockchain." In addition, please revise to describe
the material terms of the Digital Asset Purchase and Sale Agreement with the Foundation Investor so that investors understand the amount
of SUI you have agreed to purchase pursuant to the agreement.

 Response : The disclosure on pages 1, 4, 31, and 39 has been revised in response
to the Staff's comments.

 United States Securities and Exchange Commission
 August 27, 2025
 Page 5

 Risk Factors

 Risks Related to This Offering and Ownership of Our Common Stock

 Our financial results and the market price of our Common Stock may
be affected by the prices of SUI, page 12

 10. Please expand this risk factor to provide quantitative information that demonstrates the volatility of SUI or provide a cross-reference
to where you address the volatility of SUI. In addition, you state that SUI is relatively novel. Please revise to disclose the date that
SUI was publicly launched.

 Response : The disclosure on pages
11 and 12-13 has been revised in response to the Staff's comments.

 Our SUI holdings are less liquid than our existing cash and cash
equivalents, page 13

 11. We note your disclosure regarding the "susceptibility to market abuse and manipulation," internal
control failures at exchanges, risks related to custodians and trade execution partners, and risks related to the inability to enter into
term loans or other capital raising transactions collateralized by your SUI. Please revise to expand your risk factors section to include
separately captioned risk factors that address each of the risks listed in this risk factor. In addition, please address the risks of
attacks due to the level of concentration of SUI ownership such as the possibility of a SUI owner obtaining control over the SUI network,
the risks of hard forks, front-running and wash-trading, the risks related to the bankruptcy or insolvency of your custodian, the risk
that your anti-money laundering (AML), know-your-customer (KML) and other due diligence procedures you conduct may fail to prevent transactions
with a sanctioned entity and the impact if such a transaction occurs. For each of your risk factors, please use specific examples to demonstrate
the risks described in each.

 Response : The disclosure on pages
14-17 has been revised in response to the Staff's comments.

 Exhibits and Financial Statement Schedules, page 42

 12. We note that you marked Exhibit 10.6 as having portions omitted in compliance with Regulation S-K Item 601(b)(10)(ix). Please revise
to include a prominent statement on the first page of the redacted exhibit that certain identified information has been excluded from
the exhibit because it is both not material and is the type that the registrant treats as private or confidential.

 Response : Exhibit 10.6 has been
refiled with the inclusion of the prominent statement on the first page of the redacted exhibit that certain identified information has
been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential.

 United States Securities and Exchange Commission
 August 27, 2025
 Page 6

 Please call me at 212-407-4017 if you would like
additional information with respect to any of the foregoing. Thank you.

 Sincerely,

 /s/ Alexandria Kane, Esq.

 Alexandria Kane, Esq.

 Partner

 cc: Douglas Polinsky, Chief Executive Officer of Mill City Ventures
III, Ltd.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 18, 2025

Douglas Polinsky
Chief Executive Officer
Mill City Ventures III, Ltd.
1907 Wayzata Boulevard, Suite 205
Wayzata, MN 55391

 Re: Mill City Ventures III, Ltd.
 Registration Statement on Form S-1
 Filed August 4, 2025
 File No. 333-289201
Dear Douglas Polinsky:

 We have conducted a limited review of your registration statement and
have the
following comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.

Registration Statement on Form S-1
General

1. Please expand your disclosure to describe your plan of operations for
the next twelve
 months by describing when you intend to use the proceeds from the PIPE
transaction
 to purchase SUI, other sources of capital for your acquisition of SUI,
including
 disclosure related to the amount of SUI you intend to purchase with the
proceeds from
 the PIPE transaction, if known, and, if not, the factors you will
consider regarding the
 amount of proceeds you will use to purchase SUI so that investors
understand your
 plans to increase your holdings of SUI and your plans to continue your
short term
 lending business line. In addition, please revise to describe the plans
that you have
 related to diversifying your product offerings, including a description
of such product
 offerings, a timeline of the development of such products, the estimated
costs of
 developing these products, the sources of capital and any challenges you
may
 August 18, 2025
Page 2

 experience related to the development of these products. In this regard,
we note your
 Strategic Advisor Agreement with Karatage related to the development of
such
 products.
2. Please disclose whether you currently use or have plans to use SUI as
collateral for
 loans. To the extent that you have collateralized your holdings of SUI,
please disclose
 the percentage of SUI that is currently used as collateral. In addition,
please disclose
 as to whether you stake or intend to stake SUI. To the extent that you
do, please revise
 to provide a materially complete description of your staking policy and
your staking
 program, including disclosure regarding the percentage of SUI you stake
or intend to
 stake. Please revise to describe whether you intend to generate income
with your SUI
 holdings, and, if so, please describe your policies and procedures
related to doing so.
 In this regard, we note that you have signed an Asset Management
Agreement with
 Galaxy Digital Capital Management LP to manage the first $750 million of
your SUI
 and at least 50% of your SUI in excess of $750 million. We also note that
SUI
 purchased pursuant to your Digital Asset Purchase and Sale Agreement with
the
 Foundation Investor will be subject to transfer restrictions for a period
of two years
 following the purchase. Please revise to disclose the percentage of your
SUI holdings
 that are subject to the two year transfer restrictions and how these
restrictions will
 impact your ability to use and monetize your SUI holdings, and add risk
factor
 disclosure as appropriate.
3. Please expand your disclosure to describe the policies and procedures you
have in
 place or intend to adopt that govern when you exchange cash for SUI and
when you
 monetize your SUI, and disclose whether you have policies or will
establish policies
 governing the percentage of your treasury holdings that will be SUI. Also
disclose the
 percentage of your treasury that is currently invested in SUI. In
addition, please
 disclose whether you intend to hedge your SUI exposure, and, if so,
please describe
 your hedging strategy.
4. Please describe the anti-money laundering (AML), know-your-customer (KML)
and
 other procedures you conduct or plan to conduct to mitigate transaction
risk, including
 whether a transaction counterparty is subject to sanctions and is
otherwise in
 compliance with applicable laws and regulations.
5. Please revise to disclose your policies related to air drops, incidental
rights and hard
 forks, and add risk factors related to such policies as necessary.
6. Please revise to identify the custodians that custody your SUI holdings,
describe the
 material terms of your agreements with the custodians, including the
term, termination
 provisions, whether your assets are held in segregated accounts, the
identity of entities
 that have access to the SUI, whether any entity is responsible for
verifying the
 existence of the SUI and the insurance coverage of your SUI holdings that
the
 custodians provide. Also, revise your disclosure to address where your
third-party
 custodians are chartered and how they are regulated, and include the
agreements with
 your third-party custodians as exhibits to your registration statement.
7. Please revise to disclose whether you have any agreements with
counterparties related
 to purchase and sales of SUI, and, if so, please identify the
counterparties and disclose
 the material terms of your agreements with your counterparties.
 August 18, 2025
Page 3

8. Please add a section to your registration statement that includes a
materially complete
 description of SUI and the SUI blockchain, including, for example, a
description of
 the lifecycle of SUI, the use case of SUI, including its purpose, use
and/or functions,
 the marketcap of SUI, the circulating supply of SUI, the maximum supply
of SUI, a
 description of the vesting schedule of SUI, the average volume of SUI
and the launch
 date of SUI and the SUI blockchain and the role of the Sui Foundation in
the
 governance of SUI. In addition, please include risk factor disclosure
addressing the
 characteristics of SUI related to liquidity, including how fiat currency
may be
 exchanged for SUI and how SUI may be exchanged for fiat currency.
Prospectus Summary, page 3

9. We note your disclosure on page 3 that you have a relationship with the
 Sui Foundation and acquire SUI through market purchases and from the
 Sui Foundation. Please revise to describe your relationship with the Sui
Foundation
 and clarify what you mean by your disclosure on page 5 that your
position as a public
 company "with an official Sui Foundation relationship proves us
institutional-grade
 exposure to the SUI blockchain." In addition, please revise to describe
the material
 terms of the Digital Asset Purchase and Sale Agreement with the
Foundation Investor
 so that investors understand the amount of SUI you have agreed to
purchase pursuant
 to the agreement.
Risk Factors
Risks Related to This Offering and Ownership of Our Common Stock
Our financial results and the market price of our Common Stock may be affected
by the
prices of SUI, page 12

10. Please expand this risk factor to provide quantitative information that
demonstrates
 the volatility of SUI or provide a cross-reference to where you address
the volatility of
 SUI. In addition, you state that SUI is relatively novel. Please revise
to disclose the
 date that SUI was publicly launched.
Our SUI holdings are less liquid than our existing cash and cash equivalents,
page 13

11. We note your disclosure regarding the "susceptibility to market abuse
and
 manipulation," internal control failures at exchanges, risks related to
custodians and
 trade execution partners, and risks related to the inability to enter
into term loans or
 other capital raising transactions collateralized by your SUI. Please
revise to expand
 your risk factors section to include separately captioned risk factors
that address each
 of the risks listed in this risk factor. In addition, please address the
risks of attacks due
 to the level of concentration of SUI ownership such as the possibility
of a SUI owner
 obtaining control over the SUI network, the risks of hard forks,
front-running and
 wash-trading, the risks related to the bankruptcy or insolvency of your
custodian, the
 risk that your anti-money laundering (AML), know-your-customer (KML) and
other
 due diligence procedures you conduct may fail to prevent transactions
with a
 sanctioned entity and the impact if such a transaction occurs. For each
of your risk
 factors, please use specific examples to demonstrate the risks described
in each.
 August 18, 2025
Page 4
Exhibits and Financial Statement Schedules, page 42

12. We note that you marked Exhibit 10.6 as having portions omitted in
compliance with
 Regulation S-K Item 601(b)(10)(ix). Please revise to include a prominent
statement on
 the first page of the redacted exhibit that certain identified
information has been
 excluded from the exhibit because it is both not material and is the
type that the
 registrant treats as private or confidential.

 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.

 Please contact Sonia Bednarowski at 202-551-3666 or Sandra Hunter
Berkheimer at
202-551-3758 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 18, 2025

Douglas Polinsky
Chief Executive Officer
Mill City Ventures III, Ltd.
1907 Wayzata Boulevard, Suite 205
Wayzata, MN 55391

 Re: Mill City Ventures III, Ltd.
 Registration Statement on Form S-1
 Filed August 8, 2025
 File No. 333-289438
Dear Douglas Polinsky:

 We have conducted a limited review of your registration statement and
have the
following comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.

Registration Statement on Form S-1
General

1. Please expand your disclosure to describe your plan of operations for
the next twelve
 months by describing the source of capital for your acquisition of SUI,
including
 disclosure related when you intend to purchase SUI with the proceeds
from the PIPE
 Offering, so that investors understand your plans to increase your
holdings of SUI and
 your plans to continue your short term lending business line. In
addition, please revise
 to describe the plans that you have related to diversifying your product
offerings,
 including a description of such product offerings, a timeline of the
development of
 such products, the estimated costs of developing these products, the
sources of capital
 and any challenges you may experience related to the development of
these products.
 In this regard, we note your Strategic Advisor Agreement with Karatage
related to the
 development of such products.
 August 18, 2025
Page 2

2. Please disclose whether you currently use or have plans to use SUI as
collateral for
 loans. To the extent that you have collateralized your holdings of SUI,
please disclose
 the percentage of SUI that is currently used as collateral. In addition,
please disclose
 as to whether you stake or intend to stake SUI. To the extent that you
do, please revise
 to provide a materially complete description of your staking policy and
your staking
 program, including disclosure regarding the percentage of SUI you stake
or intend to
 stake. Please revise to describe whether you intend to generate income
with your SUI
 holdings, and, if so, please describe your policies and procedures
related to doing so.
 In this regard, we note that you have signed an Asset Management
Agreement with
 Galaxy Digital Capital Management LP to manage the first $750 million of
your SUI
 and at least 50% of your SUI in excess of $750 million. We also note that
SUI
 purchased pursuant to your Digital Asset Purchase and Sale Agreement with
the
 Foundation Investor will be subject to transfer restrictions for a period
of two years
 following the purchase. Please revise to disclose the percentage of your
SUI holdings
 that are subject to the two year transfer restrictions and how these
restrictions will
 impact your ability to use and monetize your SUI holdings, and add risk
factor
 disclosure as appropriate.
3. Please expand your disclosure to describe the policies and procedures you
have in
 place or intend to adopt that govern when you exchange cash for SUI and
when you
 monetize your SUI, and disclose whether you have policies or will
establish policies
 governing the percentage of your treasury holdings that will be SUI. Also
disclose the
 percentage of your treasury that is currently invested in SUI. In
addition, please
 disclose whether you intend to hedge your SUI exposure, and, if so,
please describe
 your hedging strategy.
4. Please describe the anti-money laundering (AML), know-your-customer (KML)
and
 other procedures you conduct or plan to conduct to mitigate transaction
risk, including
 whether a transaction counterparty is subject to sanctions and is
otherwise in
 compliance with applicable laws and regulations.
5. Please revise to disclose your policies related to air drops, incidental
rights and hard
 forks, and add risk factors related to such policies as necessary.
6. Please revise to identify the custodians that custody your SUI holdings,
describe the
 material terms of your agreements with the custodians, including the
term, termination
 provisions, whether your assets are held in segregated accounts, the
identity of entities
 that have access to the SUI, whether any entity is responsible for
verifying the
 existence of the SUI and the insurance coverage of your SUI holdings that
the
 custodians provide. Also, revise your disclosure to address where your
third-party
 custodians are chartered and how they are regulated, and include the
agreements with
 your third-party custodians as exhibits to your registration statement.
7. Please revise to disclose whether you have any agreements with
counterparties related
 to purchase and sales of SUI, and, if so, please identify the
counterparties and disclose
 the material terms of your agreements with your counterparties.
8. Please add a section to your registration statement that includes a
materially complete
 description of SUI and the SUI blockchain, including, for example, a
description of
 the lifecycle of SUI, the use case of SUI, including its purpose, use
and/or functions,
 August 18, 2025
Page 3

 the marketcap of SUI, the circulating supply of SUI, the maximum supply
of SUI, a
 description of the vesting schedule of SUI, the average volume of SUI
and the launch
 date of SUI and the SUI blockchain and the role of the Sui Foundation in
the
 governance of SUI. In addition, please include risk factor disclosure
addressing the
 characteristics of SUI related to liquidity, including how fiat currency
may be
 exchanged for SUI and how SUI may be exchanged for fiat currency.
Prospectus Summary, page 1

9. We note your disclosure on page 1 that you have an official relationship
with the
 Sui Foundation. Please revise to describe your relationship with the Sui
Foundation
 and clarify what you mean by your disclosure on page 4 that your
position as a public
 company "with an official Sui Foundation relationship proves us
institutional-grade
 exposure to the SUI blockchain." In addition, please revise to describe
the material
 terms of the Digital Asset Purchase and Sale Agreement with the
Foundation Investor
 so that investors understand the amount of SUI you have agreed to
purchase pursuant
 to the agreement.
Risk Factors, page 7

10. Please add additional risk factors that further address potential
impacts to the price of
 SUI such as competition from other crypto assets and the lack of
adoption of SUI.
Risks Related to This Offering and Ownership of Our Common Stock
Our financial results and the market price of our Common Stock may be affected
by the
prices of SUI, page 7

11. Please expand this risk factor to provide quantitative information that
demonstrates
 the volatility of SUI or provide a cross-reference to where you address
the volatility of
 SUI. In addition, you state that SUI is relatively novel. Please revise
to disclose the
 date that SUI was publicly launched.
Our SUI holdings are less liquid than our existing cash and cash equivalents,
page 9

12. We note your disclosure regarding the "susceptibility to market abuse
and
 manipulation," internal control failures at exchanges, risks related to
custodians and
 trade execution partners, risks related to the inability to enter into
term loans or other
 capital raising transactions collateralized by your SUI. Please revise
to expand your
 risk factors section to include separately captioned risk factors that
address each of the
 risks listed in this risk factor. In addition, please address the risks
of attacks due to the
 level of concentration of SUI ownership such as the possibility of a SUI
owner
 obtaining control over the SUI network, the risks of hard forks,
front-running and
 wash-trading, the risks related to the bankruptcy or insolvency of your
custodian, the
 risk that your anti-money laundering (AML), know-your-customer (KML) and
other
 due diligence procedures you conduct may fail to prevent transactions
with a
 sanctioned entity and the impact if such a transaction occurs. For each
of your risk
 factors, please use specific examples to demonstrate the risks described
in each.
 August 18, 2025
Page 4
Exhibits and Financial Statement Schedules, page 42

13. We note that you marked Exhibit 10.6 as having portions omitted in
compliance with
 Regulation S-K Item 601(b)(10)(ix). Please revise to include a prominent
statement on
 the first page of the redacted exhibit that certain identified
information has been
 excluded from the exhibit because it is both not material and is the
type that the
 registrant treats as private or confidential.

 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.

 Please contact Sonia Bednarowski at 202-551-3666 or Sandra Hunter
Berkheimer at
202-551-3758 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

MILL CITY VENTURES III, LTD.

1907 Wayzata Boulevard, Suite 205

Wayzata, MN 55391

August 8, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, DC 20549

Attention: David Gessert / David Lin

    Re:
    Mill City Ventures, III, Ltd.

    Registration Statement on Form S-1, File No. 333-264474

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Requested Date: August 8, 2022

Requested Time: 5:00 pm, Eastern Time

Ladies and Gentlemen:

Mill City Ventures III, Ltd. (the “Company”)
hereby requests that the effective date of the Company’s Registration Statement on Form S-1, as amended (File No. 333-264474), be
accelerated pursuant to Rule 461 under the Securities Act of 1933, as amended, so that it is declared and becomes effective at 5:00 p.m.
Eastern time on August 8, 2022, or as soon thereafter as practicable.

Please contact our counsel, Lahdan S. Rahmati
of Lucosky Brookman LLP at (310) 948-9968 with any questions you may have regarding this request. In addition, the Company requests that
you kindly notify Ms. Rahmati by telephone when this request for acceleration has been granted.

    Sincerely yours,

    MILL CITY VENTURES III, LTD.

    /s/ Douglas M. Polinsky

    Douglas M. Polinsky

    Chief Executive Officer

CORRESP
1
filename1.htm

Alexander Capital, L.P.

17 State Street, 5th Floor

New York, NY 10004

August 8, 2022

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

 Re: Mill City Ventures III, Ltd.

Registration Statement on Form S-1/A

File No. 333-2644474

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of
1933, as amended (the “Securities Act”), the undersigned hereby joins in the request of Mill City Ventures III, Ltd. that
the effective date of the above-captioned Registration Statement be accelerated to 5:00 p.m., Eastern Time, on Monday, August 8, 2022,
or as soon thereafter as practicable.

In connection with the Preliminary Prospectus distribution
for the above-captioned issue, the prospective underwriter has confirmed that it has complied and will continue to comply with the requirements
of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

The following information with respect to the distribution
of the Preliminary Prospectus dated August 4, 2022 is furnished pursuant to Rule 460 of the Rules and Regulations of the Commission under
the Securities Act, in connection with the request for acceleration of the effective date of the Registration Statement.

The undersigned has effected approximately the
following distribution of copies of the Preliminary Prospectus, dated August 4, 2022, through the date hereof:

300 copies were distributed to prospective underwriters,
institutional investors, dealers and others.

[Remainder
of page intentionally left blank]

    Very truly yours,

    ALEXANDER CAPITAL, L.P.

    as Representative of the Several Underwriters

    By:
    /s/ Jonathan Gazdak

    Name: Jonathan Gazdak

    Title: Managing Director - Head of Investment Banking

CORRESP
1
filename1.htm

MILL CITY VENTURES III, LTD

1907 Wayzata Boulevard, Suite 205

Wayzata, MN 55391

June 7, 2022

David Gessert

U.S. Securities & Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Mill City Ventures III, Ltd

    Registration Statement on Form S-1

    Filed April 26, 2022

    File No. 333-264474

Dear Mr. Gessert:

By letter dated May 23, 2022, the staff (the “Staff,”
 “you” or “your”) of the U.S. Securities and Exchange Commission (the “Commission”)
provided Mill City Ventures III, Ltd (the “Company,” “we,” “us” or “our”)
with its comments to the Company’s Registration Statement on Form S-1 filed on April 26, 2022. We are in receipt of your letter
and set forth below are the Company’s responses to the Staff’s comments. For your convenience, the comments are listed below,
followed by the Company’s responses.

Registration Statement on Form S-1

Cover Page

    1.
    Please revise the cover page to clearly reflect that you are seeking to register the offering of Representative's Warrants (including the underlying common shares), in addition to the public offering of your common stock. Refer to Item 501(b)(2) of Regulation S-K.

Response: We respectfully advise
the Staff that we have revised the cover page to clearly reflect that we are seeking to register the offering of the Representative's
Warrants (including the underlying common shares), in addition to the public offering of our common stock.

Management's Discussion and Analysis of Financial
Condition and Results of Operations

Overview, page 24

    2.
    We note your disclosure in the last paragraph on page 25 that your disclosure "should be read in conjunction with [y]our Annual Report on Form 10-K for the year ended December 31, 2021, as well as [y]our reports on Forms 10-Q and 8-K and other publicly available information." Please clarify whether this statement is seeking to incorporate disclosure into this prospectus by reference. If you are incorporating disclosure by reference, please provide us your analysis supporting your conclusion that you are eligible to do so and revise to do so clearly. We may have further comments based upon your response and revisions.

Response: In response to the
Staff’s comment, we respectfully advise the Staff that the statement is not intended to incorporate disclosure by reference. We
have revised the disclosure accordingly.

Directors, Executive Officers and
Corporate Governance Director Independence, page 35

    3.
    Please tell us how you determined that your director, Lyle A. Berman, qualifies as "independent" in accordance with Nasdaq listing rules. In this regard we note your disclosure on page 27, Liquidity and Capital Resources, that you entered into a Loan and Security Agreement with Mr. Berman, as trustee of the Lyle A. Berman Revocable Trust, providing you with a $5 million revolving line of credit and that such agreement, together with your cash, comprises your sources of liquidity.

Response: In response to the
Staff’s comment, we respectfully advise the Staff, pursuant to the independence requirements in accordance with Nasdaq listing rules,
that Mr. Berman qualifies as “independent”.

First, pursuant to Nasdaq Rule 5605(a)(2),
a director who accepted […] any compensation from the Company in excess of $120,000 during any period of twelve consecutive months
within the three years preceding the determination of independence shall not be considered independent. According to the recently filed
registration statement, Mr. Berman received $40,000 in connection with his service as a director.  Therefore, the director compensation
received by Mr. Berman does not meet the threshold.

Second, the terms of the Loan and Security
Agreement were made on terms generally available to the public. While the note to Rule 5605(a)(2)
states that “Non-preferential payments made in the ordinary course of providing business services
(such as payments of interest or proceeds related to banking services or loans by a Company that is a financial institution or payment
of claims on a policy by a Company that is an insurance company), payments arising solely from investments in the Company's securities
and loans permitted under Section 13(k) of the Act will not preclude a finding of director independence as long as the payments are non-compensatory
in nature. Depending on the circumstances, a loan or payment could be compensatory if, for example, it is not on terms generally available
to the public.” The Loan and Security Agreement provided the Company with a $5 million revolving line of credit to use in
the ordinary course of its short-term specialty finance business. Amounts drawn under the Loan Agreement will accrue interest at the per
annum rate of 8%, and all the Company’s obligations under the Loan Agreement are secured by a grant of a collateral security interest
in substantially all of the Company’s assets. As the terms of this Loan Agreement are not extraordinary but rather customary, we
believe the loan payments are non-compensatory in nature.

In conclusion, we believe Mr. Berman
qualifies as “indepenent” in accordance with Nasdaq listing rules.

Executive Compensation

Summary Compensation Table, page 38

    4.
    We note your disclosure that your summary compensation table provides disclosure for your Principal Executive Officer, Principal Financial Officer and your three most highly compensated executive officers other than the Principal Executive Officer during fiscal years 2020 and 2019. Please reconcile such disclosure with your summary compensation table, which provides disclosure for two individuals during fiscal years 2021 and 2020. Refer to Item 402 of Regulation S-K for guidance.

Response: We respectfully advise
the Staff that we have revised the disclosure accordingly.

Certain Relationships and Related Transactions

Transactions with Related Persons and Certain
Conflict Disclosures, page 40

    5.
    Please expand your disclosure related to the loans you have with related parties to disclose, for each, the largest aggregate amount of principal outstanding during the period for which disclosure is provided, the amount thereof outstanding as of the latest practicable date, the amount of principal paid during the periods for which disclosure is provided and the amount of interest paid during the period for which disclosure is provided. Refer to Item 404(a) of Regulation S-K for guidance.

Response: We respectfully advise
the Staff that we have revised the disclosure accordingly.

Part II

Item 16. Exhibits and Financial Statements
Exhibit No. 107 - Filing Fee Table, page 61

    6.
    The fee table is substantially blank. We may have comments regarding such information upon its inclusion in an amendment to this registration statement.

Response: We respectfully advise
the Staff that we have revised the fee table to reflect the public offering of the Company of up to $10,000,000.

Signatures, page 63

    7.
    Please have your principal accounting officer or controller sign the registration statement. To the extent that any person is signing in more than one capacity, indicate each capacity in which such person is signing. Refer to Instructions 1 and 2 to Signatures on Form S-1.

Response: We respectfully advise
the Staff our principal accounting officer has signed the revised registration statement.

General

    8.
    We note your disclosure in the second risk factor on page 16 that five shareholders own shares representing approximately 63.42% of your issued and outstanding common stock. Please advise as to whether you anticipate being a “controlled company,” as defined by NASDAQ rules, upon the completion of this offering, and provide appropriate disclosure on the prospectus cover page, prospectus summary and risk factors to the extent appropriate. If applicable, please also clarify whether you will avail yourself of the Nasdaq controlled company exemption for the exchange’s corporate governance rules.

Response: In response to the
Staff’s comment, we respectfully advise the Staff that we have revised our prospectus cover page to disclose the that we may be
deemed to be a “controlled company” as defined by NASDAQ rules. We respectfully advise the Staff that we will not avail ourselves
of the NASDAQ controlled company exemption.

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 of the
Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company 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 that they
have made.

The company acknowledges 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.

Thank you for your assistance in reviewing this
filing.

Very Truly Yours,

    /s/
     Douglas M. Polinsky

Douglas M. Polinsky

Chief Executive Officer and Chairman

Mill City Ventures III, Ltd

1907 Wayzata Boulevard, Suite 205

Wayzata, MN 55391

    cc:
    David Lin

Joseph M. Lucosky, Esq.

Lahdan S. Rahmati, Esq.

Christopher J. Bellini, Esq.

Seth H. Popick, Esq.

United States securities and exchange commission logo
May 23, 2022
Douglas M. Polinsky
Chief Executive Officer and Chairman
Mill City Ventures III, Ltd
1907 Wayzata Boulevard, Suite 205
Wayzata, MN 55391
Re:Mill City Ventures III, Ltd
Registration Statement on Form S-1
Filed April 26, 2022
File No. 333-264474
Dear Mr. Polinsky:
            We have limited our review of your registration statement to those issues we have
addressed in our 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
Cover Page
1.Please revise the cover page to clearly reflect that you are seeking to register the offering
of Representative's Warrants (including the underlying common shares), in addition to
the public offering of your common stock. Refer to Item 501(b)(2) of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 24
2.We note your disclosure in the last paragraph on page 25 that your disclosure "should be
read in conjunction with [y]our Annual Report on Form 10-K for the year ended
December 31, 2021, as well as [y]our reports on Forms 10-Q and 8-K and other publicly
available information."  Please clarify whether this statement is seeking to incorporate

 FirstName LastNameDouglas M. Polinsky
 Comapany NameMill City Ventures III, Ltd
 May 23, 2022 Page 2
 FirstName LastNameDouglas M. Polinsky
Mill City Ventures III, Ltd
May 23, 2022
Page 2
disclosure into this prospectus by reference.  If you are incorporating disclosure by
reference, please provide us your analysis supporting your conclusion that you are eligible
to do so and revise to do so clearly.  We may have further comments based upon your
response and revisions.
Directors, Executive Officers and Corporate Governance
Director Independence, page 35
3.Please tell us how you determined that your director, Lyle A. Berman, qualifies as
"independent" in accordance with Nasdaq listing rules.  In this regard we note your
disclosure on page 27, Liquidity and Capital Resources, that you entered into a Loan and
Security Agreement with Mr. Berman, as trustee of the Lyle A. Berman Revocable Trust,
providing you with a $5 million revolving line of credit and that such agreement, together
with your cash, comprises your sources of liquidity.
Executive Compensation
Summary Compensation Table, page 38
4.We note your disclosure that your summary compensation table provides disclosure for
your Principal Executive Officer, Principal Financial Officer and your three most highly
compensated executive officers other than the Principal Executive Officer during fiscal
years 2020 and 2019.  Please reconcile such disclosure with your summary compensation
table, which provides disclosure for two individuals during fiscal years 2021 and
2020.  Refer to Item 402 of Regulation S-K for guidance.
Certain Relationships and Related Transactions
Transactions with Related Persons and Certain Conflict Disclosures, page 40
5.Please expand your disclosure related to the loans you have with related parties to
disclose, for each, the largest aggregate amount of principal outstanding during the period
for which disclosure is provided, the amount thereof outstanding as of the latest
practicable date, the amount of principal paid during the periods for which disclosure is
provided and the amount of interest paid during the period for which disclosure is
provided.  Refer to Item 404(a) of Regulation S-K for guidance.
Part II
Item 16. Exhibits and Financial Statements
Exhibit No. 107 - Filing Fee Table, page 61
6.The fee table is substantially blank.  We may have comments regarding such information
upon its inclusion in an amendment to this registration statement.
Signatures, page 63
7.Please have your principal accounting officer or controller sign the registration statement.
To the extent that any person is signing in more than one capacity, indicate each capacity

 FirstName LastNameDouglas M. Polinsky
 Comapany NameMill City Ventures III, Ltd
 May 23, 2022 Page 3
 FirstName LastName
Douglas M. Polinsky
Mill City Ventures III, Ltd
May 23, 2022
Page 3
in which such person is signing. Refer to Instructions 1 and 2 to Signatures on Form S-1.
General
8.We note your disclosure in the second risk factor on page 16 that five shareholders own
shares representing approximately 63.42% of your issued and outstanding common
stock.  Please advise as to whether you anticipate being a “controlled company,” as
defined by NASDAQ rules, upon the completion of this offering, and provide appropriate
disclosure on the prospectus cover page, prospectus summary and risk factors to the extent
appropriate.  If applicable, please also clarify whether you will avail yourself of the
Nasdaq controlled company exemption for the exchange’s corporate governance rules.
            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.
            Please contact David Gessert at (202) 551-2326 or David Lin at (202) 551-3552 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

United States securities and exchange commission logo
November 12, 2021
Joseph A. Geraci, II
Chief Financial Officer
Mill City Ventures III, Ltd.
1907 Wayzata Blvd #205
Wayzata, Minnesota 55391
Re:Mill City Ventures III, Ltd
Form 10-K for the Fiscal Year Ended December 31, 2020
File No. 811-22778
Dear Mr. Geraci:
            We have completed our review of your filings.  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.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Douglas M. Polinsky

CORRESP
1
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MILL CITY VENTURES III, LTD.

1907 Wayzata Boulevard, Suite 205

Wayzata, MN 55391

October 12, 2021

VIA EDGAR

Cara Lubit

U.S. Securities and Exchange Commission

Division of Corporation Finance

Washington, DC 20549

 RE: Comment Letter dated September 16, 2021 —

Form 10-K for the Fiscal Year Ended December
31, 2020

Filed March 10, 2021

Form 10-Q for the Quarterly Period Ended June
30, 2021

Filed August 16, 2021

File No. 811-22778

Dear Ms. Lubit:

Our response to your above-referenced comment letter are included here.
For your convenience, your original comments appear in numerical order below, in bold, with our respective responses stated underneath.

Form 10-K for the Fiscal Year Ended December 31, 2020

Note 2 - Summary of Significant Accounting Policies

Use of Estimates, page 18

 1. We note that you are an investment company following accounting and reporting guidance in ASC 946. We also note that you have changed
your business structure and have focused your business on the provision of short-term specialty financing to small businesses, small-cap
public companies, and high-net-worth individuals. Please provide us with your accounting analysis explaining how you concluded that ASC
946 remains applicable after withdrawal of your business development company election and the change to your business focus. Refer to
ASC 946-10-25-1 & 2.

RESPONSE: Mill City Ventures III, Ltd. (the “Company”)
changed from a business development company for certain legal reasons. The Company’s actual business did not have a significant
strategic shift as it still held investments at the change date and makes further investments, primarily in short-term high-yield financing,
in various entities. Annually, we analyze if investment company reporting guidance is appropriate.

In following the appropriate guidance, ASC 946-10-25-1 notes
that an entity shall reassess whether it meets (or does not meet) the assessment of investment company status in paragraphs 946-10-15-4
through 15-9 only if there is a subsequent change in the purpose and design of the entity or if the entity is no longer regulated under
the Investment Company Act of 1940. If an entity is no longer an investment company under this Topic as a result of the reassessment of
status shall discontinue applying the guidance in this Topic and shall account for the change in its status prospectively by accounting
for its investments in accordance with other Topics as of the date of the change in status.

To be an investment company, an entity must possess the
fundamental characteristics of 946-10-15-6 and will typically also have all of the characteristics from 946-10-15-7. However, the absence
of one or more characteristics does not necessarily exclude an entity from being an investment company.

The assessment of investment company status is determined
by the following fundamental characteristics (ASC 946-10-15-6):

 · It is an entity that does both of the following:

 o Obtains funds from one or more investors and provides the investor(s) with investment management services.

 o Commits to its investor(s) that its business purpose and only substantive activities are investing the funds solely for returns from
capital appreciation, investment income, or both.

 · The entity or its affiliates do not obtain or have the objective of obtaining returns or benefits from an investee or its affiliates
that are not normally attributable to ownership interests or that are other than capital appreciation or investment income.

Response to ASC 946-10-15-6:

The Company obtained funds from multiple investors and provide
the investors with investment management services through our investment portfolio. Our strategic direction notes that the short-term
nature of our investments, and our ability to manage the due-diligence process swiftly and efficiently, our finance solutions typically
involve high rates of interest and premiums as our purpose is to invest funds solely for returns from capital appreciation and investment
income. Additionally, the Company does not obtain or have the objective of obtaining returns or benefits form an investee or affiliates
that are not normally attributable to ownership interests or that are other than capital appreciation or investment income.

Therefore, the Company meets both the fundamental criteria
under investment company status and therefore would present the financial statement under the relevant guidance of ASC 946.

An investment company also has the following typical characteristics
(ASC 946-10-15-7):

 · It has more than one investment.

 · It has more than one investor.

 · It has investors that are not related parties of the parent (if there is a parent) or the investment manager.

 · It has ownership interests in the form of equity or partnership interests.

 · It manages substantially all of its investments on a fair value basis.

Response to ASC 946-10-15-7:

The Company meets all of the criteria noted above as it has
multiple investments and investors, most of those investors are not related parties of the entity, has ownership interests in the form
of equity and short-term financing and manages substantially all of its investments on a fair value reporting basis.

Conclusion:

Based on the analysis set forth in sections ASC 946-15-6
and 7, the Company meets the criteria to follow investment company accounting and reporting guidance under ASC 946 and believes this is
the preferred method of reporting.

Form 10-Q for the Quarterly Period Ended June 30, 2021

General

 2. We did not see Inline XBRL provided in connection with this filing. Please advise or revise as necessary.

RESPONSE: The inline XBRL financials were inadvertently omitted in
the filing. We have worked with our financial printer to prepare an amendment to the 10-Q filing containing the required XBRL files, and
that file is now ready for submission to the Commission via EDGAR. Nevertheless, we have been unable to submit the filing at this time
due to technical issues relating to the EDGAR filing system and the Commission number under which our filings have been submitted since
the Company’s withdrawal of its BDC election. As of the date of this letter, we have corresponded with our examiner to inform her
of these issues and we are taking steps to find a prompt resolution, after which we will file the amendment containing the required inline
XBRL financials.

If you have any questions, you are welcome to contact the undersigned
at jg@millcityventures.com.

    Regards,

    /s/ Joseph A. Geraci II

    Joseph A. Geraci, II

    Chief Financial Officer

    Mill City Ventures III, Ltd.

United States securities and exchange commission logo
September 16, 2021
Joseph A. Geraci, II
Chief Financial Officer
Mill City Ventures III, Ltd.
1907 Wayzata Blvd #205
Wayzata, Minnesota 55391
Re:Mill City Ventures III, Ltd
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed March 10, 2021
Form 10-Q for the Quarterly Period Ended June 30, 2021
Filed August 16, 2021
File No. 811-22778
Dear Mr. Geraci:
            We have limited our review of your filings to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2020
Note 2 - Summary of Significant Accounting Policies
Use of Estimates, page 18
1.We note that you are an investment company following accounting and reporting
guidance in ASC 946.  We also note that you have changed your business structure and
have focused your business on the provision of short-term specialty financing to small
businesses, small-cap public companies, and high-net-worth individuals. Please provide us
with your accounting analysis explaining how you concluded that ASC 946 remains
applicable after withdrawal of your business development company election and the
change to your business focus.  Refer to ASC 946-10-25-1 & 2.

 FirstName LastNameJoseph A. Geraci, II
 Comapany NameMill City Ventures III, Ltd.
 September 16, 2021 Page 2
 FirstName LastName
Joseph A. Geraci, II
Mill City Ventures III, Ltd.
September 16, 2021
Page 2
Form 10-Q for the Quarterly Period Ended June 30, 2021
General
2.We did not see Inline XBRL provided in connection with this filing.  Please advise or
revise as necessary.
            In closing, 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.
            You may contact Cara Lubit at 202-551-5909 or Hugh West at 202-551-3872 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Douglas M. Polinsky

CORRESP
1
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Paul D. Chestovich, Esq.

    Paul
        D. Chestovich, Esq.

        1800
        Goodrich Avenue

        Saint Paul, MN 55104

        Phone: (651) 235-7536

        E-Mail: pdchestovich@gmail.com

October 29, 2019

VIA EDGAR

Mr. Jay Williamson

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street NE

Washington DC 20549

 RE: Mill City Ventures III, Ltd.

Preliminary Proxy Statement filed on
October 15, 2019

Dear Mr. Williamson:

Together with this correspondence, we are filing a revised preliminary
proxy statement (the “Revised Proxy”). Below please find our responses to the comments relayed to us orally, together
with your related comments in bold.

 1. We note that you are eliminating the reverse stock split and that you plan to dispose of investment securities to fall outside
the definition of an investment company. Without expressing a view as to substance, please ensure your disclosure fully reflects
your intentions and the implications to investors. In this respect, please ensure investors understand the steps and timing associated
with this as the loss of investor protections associated with the 1940 Act and/or significant changes and investment risks. Pls
confirm that all necessary 1940 Act approvals will be secured prior to implementing this course of action.

We have reviewed the proxy statement and made revisions
to the Revised Proxy to address your comments. In addition, we confirm that we will obtain all required 1940 Act approvals prior
to implementing the intended course of action.

 2. We note your response to prior comment 1. Please provide additional details and legal analysis so that we can understand
the conclusions you reached and presented to us in your response.

Mr. Jay Williamson

U.S. Securities and Exchange Commission

October 29, 2019

Page 2

 • Southern Plains Resources, Inc. – With regard to Southern Plains Resources, the first transaction occurred in
March 2013 in connection with the winding down of a private predecessor fund (i.e., the securities of Southern Plains Resources
were purchased from the predecessor fund) and the purchase was made at the cost basis of the selling predecessor fund. The decision
of the predecessor fund to sell was made by a liquidating agent appointed as the principal of the general partner of the predecessor
fund (which appointment occurred in connection with the surrender of all ownership in such general partner by the affiliates of
Mill City) in connection with the liquidation and winding up of that fund. The sale did not generate any fees or “carry”
or other remuneration to the liquidating agent or to the principals of the selling fund or Mill City. These steps were taken to
remove the appearance and self-dealing and conflict of interest, to eliminate any compensation arising from the transaction, to
comply with the spirit (albeit not the letter) of exemptions existing under Rule 17a-7, and to technically remove the Mill City
principals from both sides of the transaction (through their surrender of interests in the predecessor’s general partner
entity). Based on these potential issues, the decision was made to have the transaction approved by a majority of the directors
on the board who were not “interested persons” as a precaution and a best practice in light of the what appeared to
be conflicts.

The second transaction occurred as part of a private
stock offering made by Southern Plains Resources in July 2013. In this regard, management of Southern Plains Resources approached
Mill City’s management, due to the fact that they were then a shareholder of Southern Plains Resources, in connection with
a financing transaction offered to then-existing shareholders. Mill City management brought this transaction to the Board of Directors
for their review and approval. The Board of Directors was advised that, because the original investment had originated with a predecessor
fund, the safest course of action and best practice was to approve the new investment only with the approval of a majority of the
directors on the board who were not “interested persons” under the 1940 Act.

These transactions were reviewed by the Office of
Compliance Inspections and Examinations as part of their periodic examination of Mill City commenced over six year ago in July
2013.

 • Creative Realities, Inc. – In July 2014, WR Holdings, LLC purchased a secured convertible promissory note (in
principal amount of $400,000) issued by Creative Realities and received a warrant to purchase common shares of Creative Realities
in connection therewith. WR Holdings, LLC is a Minnesota limited liability company owned 50-50% by Messrs. Polinsky and Geraci,
who are the executive management of Mill City. The investment opportunity was not brought before Mill City and its board due to
the fact that the Mill City board had earlier adopted a policy of not pursuing investment opportunities that were smaller than
$400,000. This policy decision was based in part upon the goals that management and the board had set for Mill City’s investment
portfolio and in part upon the desire to not spend time and resources conducting due-diligence and regulatory procedures for investment
opportunities that were considered too small. The warrant issued to WR Holdings, LLC was subsequently exchanged for a new warrant
(with a cashless exercise feature) that was issued to Lantern Advisers, LLC. Lantern Advisers, LLC is a Minnesota limited liability
company owned 50-50% by Messrs. Polinsky and Geraci. The original secured convertible promissory note issued to WR Holdings was
paid off by Creative Realities in August 2014.

Mr. Jay Williamson

U.S. Securities and Exchange Commission

October 29, 2019

Page 3

In February 2015, Creative Realities approached Mill
City with a separate investment opportunity after having been introduced to Mill City. This investment opportunity was for a different
series of secured convertible debt with warrants. The Board of Directors was advised by counsel that this second investment should
be approved by Mill City’s board only with the approval of a majority of the directors who were not “interested persons”
under the 1940 Act. This recommendation was made due to the fact that the principals had invested in the same issuer approximately
seven months earlier. This process was employed to elicit full disclosure to the board of such fact, and as a precaution against
an argument that the second transaction was undertaken as part of a planned or understood “joint transaction” that
is prohibited under Section 57(a)(4) of the 1940 Act.

These transactions were reviewed by the Office of
Compliance Inspections and Examinations as part of their periodic examination of Mill City, which commenced in 2018 and was closed
this summer.

 • Loan to Shareholder – In August 2018, Mill City loaned an existing shareholder $250,000. This loan was secured
by a pledge of Mill City shares. The shareholder-borrower in this transaction beneficially owns approximately 16.85% of Mill City’s
common stock. This fact makes the shareholder-borrower an non-controlling “affiliate” of Mill City because he beneficially
owns more than 5% of Mill City’s common stock. Under Section 2(a)(3) of the 1940, an “affiliate” of Mill City
includes any person beneficially holding 5% or more of Mill City’s common stock. Under Section 2(a)(9) of the 1940 Act, an
affiliate is presumed to have “control” of Mill City if it beneficially holds 25% or more of Mill City’s common
stock. In this case, there were no other indicia of “control” (whether by contract, arrangement, structure, actual
practice, understanding or otherwise) to impute or reasonably conclude that the shareholder-borrower had “control”
over Mill City. Accordingly, under these facts Section 57(f) of the 1940 Act permits a BDC to enter into a transaction with a shareholder
who is an “affiliate” (but who does not have “control” over the BDC) with the approving vote of a majority
of the directors on the board who are not “interested persons.” Accordingly, the board was advised of this fact and,
after review and discussion, a majority of the directors who were not interested persons approved the transaction in compliance
with Section 57(f).

This transaction was disclosed to the Office of Compliance
Inspections and Examinations as part of their most recent periodic examination of Mill City, which commenced in 2018 and was closed
this summer.

Mr. Jay Williamson

U.S. Securities and Exchange Commission

October 29, 2019

Page 4

Thank you in advance for reviewing our Revised Proxy and this
correspondence. Please contact me at (651) 235-7536 or by email if you have further comments to our filing.

Best regards,

Paul D. Chestovich, Esq.

CORRESP
1
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Paul D. Chestovich, Esq.

        Paul
        D. Chestovich, Esq.

        1800
Goodrich Avenue

Saint Paul, MN 55104

Phone: (651) 235-7536

E-Mail: pdchestovich@gmail.com

October 14, 2019

VIA EDGAR

Mr. Jay Williamson

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street NE

Washington DC 20549

 RE: Mill City Ventures III, Ltd. Preliminary

 Proxy Statement
filed on August 31, 2019

Dear Mr. Williamson:

Together with this correspondence, we are filing a revised preliminary
proxy statement (the “Revised Proxy”). As you will see from a review of the Revised Proxy and our responses below,
we have determined to remove the proposal for the reverse stock split that had been contemplated in the earlier preliminary proxy
statement filing and to instead continue pursuit of the disposition of our investment securities so that they comprise fewer than
40% of our total assets and Mill City falls outside the definition of an “investment company.” I am advised by Mill
City that they expect to fully meet the “40% test” by December 31, 2019.

Below please find our responses to the comments relayed to us
orally, together with your related comments in bold.

 1. We note that you have a $2.3 million receivable previously characterized as a related party transaction. The notes to your
financial statements in your 10-Q list a series of related party transactions, including this loan. For each related party transaction
listed, briefly explain in correspondence how such transaction was undertaken in compliance with Section 57 of the 1940 Act.

 • Southern Plains Resources, Inc. – These transactions were each approved by a majority of the directors who were
not interested persons. The first transaction occurred in connection with the winding down of a private predecessor fund (i.e.,
the securities of Southern Plains Resources were purchased from the predecessor fund), and the second transaction occurred as part
of a private stock offering made by Southern Plains Resources, Inc., in compliance with Section 57. It should be noted that none
of the principals, officers or directors of Mill City, and none of their affiliates, had a direct or indirect financial interest
in the initial transaction with the private predecessor fund.

Mr. Jay Williamson

U.S. Securities and Exchange Commission

October 14, 2019

Page 2

 • Creative Realities, Inc. – Mill City’s transactions with Creative Realities, Inc. were approved by a majority
of the directors who were not interested persons, in compliance with Section 57. In addition, the board of directors approvals
were procured after full disclosure to the board about the fact that Lantern Advisers, LLC had purchased an investment in the same
issuer approximately seven months prior. The reason for Lantern Advisers having purchased the initial investment, and not Mill
City, is that Mill City’s board had in effect a policy that it would make investments only of a certain size, and that initial
investment opportunity was of a size that was below the investment size threshold under the board’s policy.

 • Loan to Shareholder – The shareholder who is the borrower in this transaction is an affiliate of Mill City (because
he beneficially owns more than 5% of Mill City’s common stock), but the shareholder does not have “control” of
Mill City as defined in Section 2(a)(9) of the 1940 Act. Accordingly, and like the other transactions listed above, this transaction
was approved by a majority of the directors who were not interested persons, in compliance with Section 57.

 2. Please explain how the reverse stock split will allow you to qualify for an exemption under the 1940 Act.

As indicated above, we have removed this proposal
from the Revised Proxy.

 3. Please revise the proxy statement to explain the material implications to an investor arising from the reverse stock split.
In particular, please explain whether or not investors will be compensated for loss of value arising from the reverse stock split.
In responding, please note our expectation that the principles and requirements of the 1940 Act, including that all shareholders
must be equitably and fairly treated, must be observed in all respects.

As indicated above, we have removed this proposal
from the Revised Proxy.

 4. On page 4 of the proxy statement, you state that fractional shares will be paid out in cash as permitted under state law.
Please cite to the state law that permits this and disclose the amount of cash needed. Also please confirm that you have, or will
have, sufficient funds to make payment upon effectiveness of the reverse stock split.

As indicated above, we have removed this proposal
from the Revised Proxy.

 5. On page 4 of the proxy statement, please remove the language “after consultation with the SEC.”

We have removed language in the Revised Proxy that
refers to our consultations and discussions with the SEC.

Mr. Jay Williamson

U.S. Securities and Exchange Commission

October 14, 2019

Page 3

 6. Please supplementally explain why the reverse stock split will allow you to be exempt under Section 3(c)(i) of the 1940
Act.

As indicated above, we have removed this proposal
from the Revised Proxy.

 7. On page 11 of the proxy statement, please revise to discuss the effects of the proposal in language that investors are likely
to understand. In particular, please disclose that the 1940 Act limits borrowing and that after the withdrawal of the BDC election
we will be able to borrow without these limits.

We have revised the disclosure in this area of the
Revised Proxy to use language we believe is easier to understand. In addition, we have included emphatic disclosure to the effect
that Mill City will be able to borrow without limit once it withdraws the BDC election.

 8. We note that you are planning to implement a reverse stock split with the goal of eliminating a large number of small shareholders.
It is presently unclear whether the reverse stock split will result in the company being controlled by one or more large shareholders.
If so, please revise to disclose and discuss the risks associated therewith.

As indicated above, we have removed this proposal
from the Revised Proxy.

 9. We note the statements in the proxy statement that shareholders will receive payment for fractions based in part on the
volume-weighted average price. Please explain (1) why you have chosen this price, (2) how you will ensure no price manipulation
occurs, and (3) how this plan is consistent with Section 23(c) of the 1940 Act.

As indicated above, we have removed this proposal
from the Revised Proxy.

Thank you in advance for reviewing our Revised
Proxy and this response correspondence. Please contact me at (651) 235-7536 or by email if you have further comments to our filing.

Best regards,

Paul D. Chestovich, Esq.

CORRESP
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        Bradley Pederson

        Direct Dial: (612) 672-8341

        Direct Fax:  (612) 642-8341

        Bradley.pederson@maslon.com

April 2, 2018

VIA
EDGAR

        Ms. Megan Miller

        Staff Accountant

        U.S. Securities and Exchange Commission

        Division of Investment Management,
        Disclosure and Review Office

        3 World Financial Center

        New York, NY 10281

 Re: Mill City Ventures III, Ltd. (the “Company”)

                                                                                Annual Report on Form 10-K for the year ended December 31, 2016 (the “Report”)

Dear Ms. Miller:

This letter responds on behalf of the Company
to your comments via conference call on February 28, 2018, with respect to the Report filed by the Company with the Commission.
To facilitate your review, we have included in this letter your original comments (in bold) followed by our responses.

 1. The net asset value per share should be set forth on the face of the balance sheet in accordance with Regulation S-X 6-04.19.

RESPONSE: The Company has reviewed Regulation S-X 6-04.19, and
will include the net asset value per share on the face of the balance sheet in its Form 10-K for the year ended December 31, 2017
and its other future periodic reports filed with the Commission.

 2. The value of the Company’s 100,000 shares of Mix 1 Life, Inc. common stock reflects a 20% discount for the restricted
nature of the securities. Clarify why this is a Level 2 investment.

RESPONSE: As set forth in Note 7 of the Company’s Audited
Financial Statements included in the Report, the fair value of the Company’s assets are categorized into one of the following
three hierarchy levels:

• 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

        Ms. Megan Miller

        Staff Accountant

        Securities and Exchange Commission

        Page 2

        April 2, 2018

Mix 1 Life common stock is a publicly-traded security, making
Level 3 inappropriate to value the asset. The Mix 1 Life common stock owned by the Company is a restricted security, however, and
cannot be readily sold in any active market. Consequently, although a public market exists for Mix 1 Life common stock, a public
market does not exist for restricted Mix 1 Life common stock that is held by the Company and there are no observable inputs for
the same security in an active market as a Level 1 asset. However, the Company considered sales of unrestricted Mix 1 Life common
stock as a similar asset in an active market as a Level 2 asset.

 3. Please include a statement in the footnotes to the financial statements that the Company follows accounting and reporting
guidance for investment companies as required by ASC 946-10-50-1.

RESPONSE: The Company understands the comment, and the Company
will include the required statement set forth in ASC 946-10-50-1 in its Form 10-K for the year ended December 31, 2017 and its
other future periodic reports filed with the Commission.

 4. Please include the disclosures for Level 3 investment securities set forth in ASC 820-10-55-103.

RESPONSE: The Company understands the comment, and the Company
will include the required disclosures set forth in ASC 820-10-55-103 in its Form 10-K for the year ended December 31, 2017 and
its other future periodic reports filed with the Commission.

 5. Please include the disclosures required under ASC 820-10-50-2G.

RESPONSE: The Company understands the comment, and the Company
will include the required disclosures set forth in ASC 820-10-50-2G in its Form 10-K for the year ended December 31, 2017 and its
other future periodic reports filed with the Commission.

 6. Note 11 to the Financial Statements (Financial Highlights) only include four years, but five years are required.

RESPONSE: The Financial Highlights only include four years because
the Company had no activity as a business development company for more than four years as of December 31, 2016. The Company will
include five years of Financial Highlights in its Form 10-K being for the year ended December 31, 2017 and its other future periodic
reports filed with the Commission.

 7. Pursuant to Item 4 of Form N-2, General Instruction No. 13, please include the total investment return as part of Note 11
to the Financial Statements (Financial Highlights).

        Ms. Megan Miller

        Staff Accountant

        Securities and Exchange Commission

        Page 3

        April 2, 2018

RESPONSE: The Company understands the comment, and the Company
will include the total investment return as part of its Financial Highlights notes to its Financial Statement in its Form 10-K
for the year ended December 31, 2017 and its other future periodic reports filed with the Commission.

 8. The notes to the Financial Statements should include the tax cost of the investments in accordance with Regulation S-X 6-03(h)(2).
Disclose the tax costs for the fiscal year ended December 31, 2016.

RESPONSE: The Company understands the comment, and the Company
will include the tax cost of the investments in accordance with Regulation S-X 6-03(h)(2) in its Form 10-K for the year ended December
31, 2017 and its other future periodic reports filed with the Commission.

At December 31, 2016, the Company’s estimated net unrealized
loss for federal tax purposes was $211,630, based on a tax cost basis of $9,543,383. At December 31, 2016, the Company’s
estimated aggregate gross unrealized gain for federal income tax purposes was $1,927,115, and the estimated aggregate gross unrealized
loss for federal income tax purposes was $2,138,745.

 9. Consider removing or revising Footnote 8 to the Financial Statements (Minimum Asset Coverage).

RESPONSE: The Company has reviewed the footnote and will update
the footnote in in its Form 10-K for the year ended December 31, 2017 and its other future periodic reports filed with the Commission
to clarify that the Company has no debt as opposed to an asset coverage ratio of 100%, until such time as the footnote would no
longer be accurate.

 10. Disclose the net change in appreciation or depreciation, as applicable, of Level 3 investment securities by class in accordance
with ASC 820-10-50-2.

RESPONSE: The Company understands the comment, and the Company
will disclose the net change in appreciation or depreciation, as applicable, of Level 3 investment securities by class in accordance
with ASC 820-10-50-2, in its Form 10-K for the year ended December 31, 2017 and its other future periodic reports filed with the
Commission.

* * * * *

As requested in our conference call, the
Company hereby acknowledges as follows:

 [1] the Company is responsible for the adequacy and accuracy of the disclosure in the Company’s filings;

 [2] 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

 [3] 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.

        Ms. Megan Miller

        Staff Accountant

        Securities and Exchange Commission

        Page 4

        April 2, 2018

Should you have additional comments or questions,
please direct them to the undersigned by telephone at (612) 672-8341, by fax at (612) 642-8341, or by email at bradley.pederson@maslon.com.

Very truly yours,

/s/ Brad Pederson

Brad Pederson

 cc: Joseph A. Geraci, II

Douglas M. Polinsky

Daniel Ryweck

Chris Cattoor (Baker Tilly Virchow Krause,
LLP)

CORRESP
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Paul D. Chestovich

Direct Dial: (612) 672-8305

Direct Fax: (612) 642-8305

paul.chestovich@maslon.com

August 16, 2016

VIA
EDGAR

Ms. Megan Miller

Staff Accountant

U.S. Securities and Exchange Commission

Division of Investment Management,

Disclosure and Review Office

3 World Financial Center

New York, NY 10281

    Re:
    Mill
                                         City Ventures III, Ltd. (the “Company”)

        Annual
        Report on Form 10-K for the year ended December 31, 2015

Dear Ms. Miller:

Concurrent with this letter we are filing
an amendment to the above-referenced Annual Report on Form 10-K, as requested. In particular, this amendment includes updated language
in the audit opinion that specifically refers to the confirmation of investments by the Company’s independent registered
public accounting firm, an updated schedules of investments (including a schedule of investments as at December 31, 2014), and
financial highlights for each year or partial year during which the Company was subject to the Investment Company Act of 1940.

* * * * *

In connection with the filing of the
amendment, the Company hereby acknowledges as follows:

 [1] the
                                         Company is responsible for the adequacy and accuracy of the disclosure in the Company’s
                                         filings;

 [2] 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

 [3] 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.

Should you have additional comments
or questions, please direct them to the undersigned by telephone at (612) 672-8305.

Very truly yours,

Paul D. Chestovich

cc:	Joseph A. Geraci, II

Douglas M. Polinsky

Daniel Ryweck

CORRESP
1
filename1.htm

Paul D. Chestovich

Direct Dial: (612) 672-8305

Direct Fax: (612) 642-8305

paul.chestovich@maslon.com

July 8, 2016

VIA
EDGAR

Ms. Megan Miller

Staff Accountant

U.S. Securities and Exchange Commission

Division of Investment Management,
Disclosure and Review Office

3 World Financial Center

New York, NY 10281

    Re:
    Mill
                                         City Ventures III, Ltd. (the “Company”)

        Annual
        Report on Form 10-K for the year ended December 31, 2015

        (and
        other filings)

Dear Ms. Miller:

This letter responds on behalf of the
Company to your comments via conference call on May 26, 2016, with respect to above-referenced filings made by the Company with
the Commission. To facilitate your review, we have included in this letter your original comments (in bold) followed by our responses.

Form 40-17G

 1. It was noted that the form
                                         was filed on April 14, 2014 and that provided coverage through March 17, 2015 and there
                                         was a form that was filed on April 4, 2016 which provided coverage through March 25,
                                         2017. It appears that the filing was not done for coverage through March 2016. So can
                                         you please explain why and file any missing forms to ensure there was not lapse in coverage.

RESPONSE: We have reviewed our files and confirm that no fidelity
bond filing was made evidencing coverage through March 2016. This was an oversight by the Company and was noted to the Company’s
Board of Directors in the most recent compliance meeting and written compliance memorandum delivered to the board by the Company’s
Chief Compliance Officer. In this regard, the Chief Compliance Officer has taken steps to update the Company’s compliance
calendar (part of its compliance manual) to ensure this oversight does not recur. Nonetheless, the oversight was limited to the
filing of the fidelity bond and related materials under EDGAR Form 40-17G – we can confirm to you that a fidelity bond with
the appropriate statutorily mandated amount of coverage was in fact purchased and in place providing coverage from March 17, 2015
through March 17, 2016. The policy was procured by the Company on March 6, 2015 through Hays Companies (as broker) and issued
by Federal Insurance Company (an affiliate of Chubb) (i.e., the same broker and insurer as those reflected in the Form 40-17G
fillings made on April 14, 2014 and on April 4, 2016).

It appears from your comment that you would prefer we remedy this
oversight by filing a Form 40-17G that attaches the appropriate material for the fidelity policy in place from March 17, 2015
through March 17, 2016, and so we are making that filing contemporaneously with our submission of this response letter.

Ms. Megan Miller

Staff Accountant

Securities and Exchange Commission

Page 2

July 8, 2016

Audit Opinion

 2. The audit opinion does not
                                         state that the auditors confirmed the investments held. Please confirm to the staff if
                                         there was a confirmation of investments, as required under the 2015 Audit Guide, Section
                                         11.35, as well as guidance available on the SEC website.

RESPONSE: We have discussed this comment with the Company’s
independent registered public accounting firm. In our discussion and correspondence with them, they confirmed to us that their
audit procedures for both 2015 and 2014 included a confirmation of the Company’s investments as required under Section 11.35
of the 2015 Audit Guide. They have advised us that, in the Company’s future filings, their audit opinion will affirmatively
state that they audited the Company’s financial statements, including the schedule of investments, and that their audit
procedures included a confirmation of investments held by the Company.

Schedule of Investments

 3. Include the disclosure requirements
                                         of Article 12-12 of Regulation S-X, footnote 8. That footnote requires disclosure of
                                         the amounts, based on costs for federal income-tax purposes, of four separate items.

RESPONSE: We have reviewed the requirements described in footnote
of Article 12-12 (“Investments in Securities of Unaffiliated Issuers”), and will include these disclosures in our
future periodic reports filed with the Commission.

 4. Page 4 of Form 10-K states
                                         that the fund will invest in first lien, second lien and unsecured debt. The Schedule
                                         of Investments states only that the fund has promissory notes. Is the classification
                                         on the Schedule of Investments correct? And are there interest rates associated with
                                         the loans.

RESPONSE: The classification on the Schedule of Investments is
correct, but we will undertake in the Schedules of Investments included in our future periodic reports filed with the Commission
to be more detailed and specific in the description of investments on the Schedule of Investments (e.g., instead of disclosing
“promissory note,” we will in future filings disclose “secured promissory note, first lien on substantially
all assets of the issuer” or similar, as appropriate for each investment).

 5. Do
                                         any of the loans contain PIK? If so, please identify in the Schedule of Investments going
                                         forward.

RESPONSE: Upon review, only one of the investments included on
the Schedule of Investments as at December 31, 2015 contained features under which interest was payable in-kind, or “PIK.”
That investment was the secured promissory note held by the Company and issued by Creative Realities, Inc., under which 2% per
annum of the principal amount of the note accrues and pays interest through the addition of principal to the note. In future filings,
we will specifically identify investments with PIK features in our Schedule of Investments.

Ms. Megan Miller

Staff Accountant

Securities and Exchange Commission

Page 3

July 8, 2016

 6. The Schedule of Investments
                                         as at December 31, 2014 should be included in the 2015 Annual Report on Form 10-K together
                                         with the Schedule of Investments as at December 31, 2015.

RESPONSE: We understand your comment and we will ensure that a
Schedule of Investments will be included for all periods contained in our next Annual Report on Form 10-K. We also understand
that you may, after review of our responses in this letter, suggest or require that we file an amendment to our 2015 Annual Report
on Form 10-K to include a Schedule of Investments as at December 31, 2014. We will await further communication from you on this
issue.

 7. Instruction 1(b) to Item
                                         8.6.c of Form N-2 requires that a BDC should provide an indication in a Schedule of Investment
                                         of those investments that are not “qualifying” under Section 55(a) of the
                                         Investment Company Act of 1940, and in a footnote briefly explain the significance of
                                         non-qualification. The current disclosure identifies the qualifying assets. So going
                                         forward, please include the percentage of securities that were non-qualifying.

RESPONSE: We understand the comment and undertake to include this
disclosure in the Schedules of Investments included in our future periodic reports filed with the Commission.

 8. Please provide the expiration
                                         date for the warrants listed on the Schedule of Investments.

RESPONSE: We understand the comment and undertake to include this
disclosure in the Schedules of Investments included in our future periodic reports filed with the Commission.

 9. Please explain why a number
                                         of the common stock holdings have no cost identified. (i.e., Creative Realities, Inc.
                                         and Mix 1 Life, Inc.)

RESPONSE: In those instances where no cost is indicated for a common
stock holding, there is in fact no cost associated with the holding. So for example, the Creative Realities, Inc. common stock
was obtained through an exchange transaction in which the Company surrendered an out-of-the-money warrant; and the Mix 1 Life,
Inc. common stock was obtained through the cashless conversion/exercise of a warrant.

 10. Please provide one Schedule
                                         of Investments that is compliant with Article 12-12 of Regulation S-X, as opposed to
                                         presenting two Schedules of Investments.

RESPONSE: We understand the comment, and will in our future periodic
reports filed with the Commission include only one Schedule of Investments that is compliant with Article 12-12 of Regulation
S-X.

Ms. Megan Miller

Staff Accountant

Securities and Exchange Commission

Page 4

July 8, 2016

Balance Sheet

 11. Please include a line item
                                         for commitments and contingencies with no amount, and make a parenthetical reference
                                         to note 3 in the notes to financial statements. For reference, please see Article 6-04
                                         of Regulation S-X.

RESPONSE: We understand the comment, and will in our future periodic
reports filed with the Commission include such a line item in our balance sheet presentation.

 12. Is any portion of the cash
                                         balance restricted? If so, please ensure that it is separately stated.

RESPONSE: No portion of the Company’s cash balance is restricted.

 13. The balance sheet must
                                         be compliant with Article 6-04 of Regulation S-X. In particular, the balance sheet must
                                         present net assets applicable to outstanding units of capital and state the net asset
                                         value per share.

RESPONSE: We have discussed this comment with the Company’s
independent registered public accounting firm, and will in our future periodic reports filed with the Commission include the referenced
information in our balance sheet and otherwise ensure that the balance sheet presentation complies with Article 6-04.

Statement of Operation

 14. We noted in Part II, Item
                                         7, of the Annual Report on Form 10-K that the reporting entity earned $32,500 in loan
                                         origination fees which was approximately 5.7% of total income. Under Article 6-08.1 of
                                         Regulation S-X, this amount should also be broken out separately on the statement of
                                         operations.

RESPONSE: We have discussed this comment with the Company’s
independent registered public accounting firm, and will in our future periodic reports filed with the Commission include the referenced
information in our statement of operations.

Statement of Shareholders’ Equity

 15. The statement of shareholders’
                                         equity must conform to the requirements of Article 6-09 of Regulation S-X. Please update
                                         in future filings.

RESPONSE: We have discussed this comment with the Company’s
independent registered public accounting firm, and will in our future periodic reports filed with the Commission ensure that the
statement of shareholders’ equity presentation complies with Article 6-09.

Ms. Megan Miller

Staff Accountant

Securities and Exchange Commission

Page 5

July 8, 2016

Financial Highlights

 16. Please explain why there
                                         is only one year of financial highlights presented, as opposed to five years. In the
                                         financial highlights section, please include the ratio of expenses to average net assets
                                         in your future filings. Please refer to the Audit Guide.

RESPONSE: After discussion with the Company’s independent
registered public accounting firm, it appears to us that the inclusion of only one year of financial highlights was an error.
We propose to correct this error in our future filings with the Commission.

Notes to Financials

 17. Please explain why the
                                         Level 3 investments in the fair value hierarchy table do not tie to the reconciliation
                                         of Level 3 investments.

RESPONSE: Upon review, it appears that the reconciliation of Level
3 investments, found on page 37 of the Annual Report on Form 10-K, contains a calculation error, and should read $4,160,258, which
figure is correctly set forth in the fair value hierarchy on the same page (immediately above the reconciliation). The reconciliation
table shows a total Level 3 fair value at December 31, 2015 that is $5,195 too large. While an error in the presentation, we believe
this error is not sufficiently material to merit an amendment to the report.

 18. We noted that certain disclosure
                                         requirements of ASC 820 were not included. In particular, the following was missing (please
                                         refer to ASC 820-10-50-1 and ASC 820-10-50-2):

 (a) a description of the
                                         valuation techniques used for Level 3 investments; and

 (b) the inputs used to
                                         develop those measurements; and

 (c) if there was a change
                                         in any of the valuation techniques during the period.

RESPONSE: We have discussed this comment with the Company’s
independent registered public accounting firm, and will in our future periodic reports filed with the Commission ensure that the
financial statement footnotes contain the required ASC 820 disclosures.

 19. The definition of the “asset
                                         coverage ratio” on page 41 of the Annual Report on Form 10-K is incorrect and should
                                         be corrected in future reports. The correct calculation is total liability less assets
                                         not represented by senior securities over senior securities.

Ms. Megan Miller

Staff Accountant

Securities and Exchange Commission

Page 6

July 8, 2016

RESPONSE: We understand the comment, and will in our future periodic
reports filed with the Commission provide a corrected and accurate definition of the “asset coverage ratio” concept.

* * * * *

As requested in our conference call,
the Company hereby acknowledges as follows:

 [1] the Company is responsible for
                                         the adequacy and accuracy of the disclosure in the Company’s filings;

 [2] 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

 [3] 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.

Should you have additional comments
or questions, please direct them to the undersigned by telephone at (612) 672-8305, by f

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3561          November 5, 2009  Mr. Joseph A. Geraci, II   Chief Financial Officer POKER MAGIC, INC. 130 West Lake Street, Suite 300 Wayzata, Minnesota  55391

 Re: Poker Magic, Inc.
Form 10-K for the year ended December 31, 2008  File No. 0-53045

Dear Mr. Geraci:
  We have completed our review of your Form 10-K and have no further comments
at this time.          S i n c e r e l y ,
   David R. Humphrey Branch Chief

CORRESP
1
filename1.htm

    Unassociated Document

              October
      30, 2009

              Paul
      D. Chestovich

              Direct
      Phone: (612) 672-8305

              Direct
      Fax: (612) 642-8305

              Paul.Chestovich@maslon.com

    Via
EDGAR and Federal Express

    Mr. David
R. Humphrey, Branch Chief

    Securities
and Exchange Commission

    100 F
Street, N.E.

    Washington,
DC 20549-3651

              Re:

              Poker
      Magic, Inc. (the “Company”)

              Supplemental
      response letter dated October 12, 2009 regarding the Form 10-K for the
      year ended December 31, 2008

              File
      No. 0-53045

    Dear Mr. Humphrey:

    On behalf
of Poker Magic, Inc., this letter responds to your letter dated October 26,
2009.  The numbered paragraphs in this response letter correspond to
the numbered paragraphs of your letter of October 26, 2009.  For ease
of reference, the Staff’s comments appear in bold immediately preceding the
Company’s responses.  In addition, we are filing amendments to each of
the subject reports as explained below (i.e., Annual Report on Form 10-K for the
year ended December 31, 2008, and Quarterly Reports on Form 10-Q for the periods
ended March 31 and June 30, 2009).

    Form 10-K (Fiscal Year Ended
December 31, 2008)

    General

              1.

              Notwithstanding
      the following comments shown below that request future filing disclosure
      and supplemental information, we note from your response letter to us
      dated October 12, 2009 that you propose future filing disclosure with
      respect to our prior comment numbers 6, 7, 12, and 14, and that you will
      amend the December 31, 2008 Annual Report on Form 10-K and March 31,
      2009 and June 30, 2009 Quarterly Reports on Forms 10-Q with respect to our
      prior comments 10 and 11.  Please note that we have no
      additional comments with respect to your response to our prior comments 1
      through 4, 9 and 13.

    RESPONSE:

    We agree
with your characterization, and are submitting amendments to the reports you
refer to above.

    Mr. David
R. Humphrey, Branch Chief

    October
30, 2009

    Page
2

    Management’s Discussion and
Analysis

    Results of Operations, page
13

              2.

              We
      have reviewed your response to our prior comment 5.  We suggest
      you expand the narrative disclosure to also reconcile with the amounts
      shown in the table on page 13 for the line items “Consulting Expenses” and
      “Executive Management Compensation” as your current discussion of these
      costs do not appear to be solely included within these two line items but,
      as the last sentence of your response indicates, spread among other line
      items within the table.  In this regard, you may, for example,
      include the next to the last sentence of your response as it relates to
      the components of the tabular line item “Executive Management
      Compensation.”  Also, given that the tabular line item
      “Consulting Expenses” shows amounts substantially lower than the amounts
      shown in narrative discussion, we believe it would [be] useful to the
      reader to reconcile or account for this difference in each period
      presented.  Please revise in future
  filings.

    RESPONSE:

    As you
request, we will expand the narrative disclosure in our future quarterly and
annual reports to ensure that the amounts discussed in the narrative reconcile
with the amounts shown in similar tables.

    *   *   *   *

    As you
requested, on behalf of the Company, the Company acknowledges as
follows:

    [1] the
Company is responsible for the adequacy and accuracy of the disclosure in the
filing;

    [2] 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

    [3] 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. David
R. Humphrey, Branch Chief

    October
30, 2009

    Page
3

    Please do
not hesitate to contact me at (612) 672-8305 with any questions concerning the
Company’s responses or the accompanying amendments.

              Very
      truly yours,

              /s/
      Paul Chestovich

              Paul
      D. Chestovich

    Enclosures

                cc:

      Joseph A. Geraci, II (w/o
enclosures)

              Douglas
      Polinsky (w/o enclosures)

              Rachel
      Polson (w/o enclosures)

              Abigail
      Grenfell (w/o enclosures)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3561          October 26, 2009  Mr. Joseph A. Geraci, II   Chief Financial Officer POKER MAGIC, INC. 130 West Lake Street, Suite 300 Wayzata, Minnesota  55391

 Re: Poker Magic, Inc.
Supplemental response letter dated October 12, 2009 regarding the
Form 10-K for the year ended December 31, 2008  File No. 0-53045

Dear Mr. Geraci:
  We have reviewed your supplemental re sponse letter to us dated October 12, 2009
in response to our letter of  comment dated September 22, 2009 and have the following
comments.  We think you should revise your  document by filing am endments to the
December 31, 2008 Annual Report on Form 10-K and the March 31, 2009 and June 30, 2009 Quarterly Reports on Form 10-Q in response to these comments.   If you disagree,
we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this info rmation, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond within five busine ss days.  The amendments should be filed as
soon as practicable.

Mr. Joseph A. Geraci, II
Poker Magic, Inc.
October 26, 2009 Page 2

Form 10-K (Fiscal Year Ended December 31, 2008)
 General

 1. Notwithstanding the following comments shown below that request future filing
disclosure and supplemental information, we note from your response letter to us
dated October 12, 2009 that you propose future  filing disclosure with respect to
our prior comment numbers 6, 7, 12, and 14, and that you will amend the
December 31, 2008 Annual Report on Form 10-K and March 31, 2009 and June 30, 2009 Quarterly Reports on Forms 10-Q w ith respect to our prior comments 10
and 11.  Please note that we have no additional comments with respect to your response to our prior co mments 1 through 4, 9 and 13.
 Management’s Discussion and Analysis

 Results of Operations, page 13

 2. We have reviewed your response to our prior comment 5.  We suggest you
expand the narrative disclosure to also reconcile with the amounts shown in the
table on page 13 for the line items “Consulting Expenses” and “Executive Management Compensation” as your curre nt discussion of these costs do not
appear to be solely included within these two line items but, as the last sentence of
your response indicates, spread among other line items within the table.  In this
regard, you may, for example, include th e next to the last sentence of your
response as it relates to the components of the tabular line item “Executive
Management Compensation.”  Also, given that the tabular line item “Consulting
Expenses” shows amounts substantially lower than the amounts shown in the
narrative discussion, we believe it would us eful to the reader to reconcile or
account for this difference in each period presented.  Please revise in future filings.

* * * * *
  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 all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

Mr. Joseph A. Geraci, II
Poker Magic, Inc.
October 26, 2009
Page 3

‚ 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.
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.   You may contact Beverly A. Singleton, Staff Accountant, at  (202) 551-3328 or
Margery E. Reich, Senior St aff Accountant, at (202) 551-3347 if you have questions
regarding comments on the financia l statements and related matte rs.  Please contact me at
(202) 551-3211 with any other questions.          S i n c e r e l y ,
   David R. Humphrey Branch Chief

CORRESP
1
filename1.htm

    Unassociated Document

    [On Poker
Magic, Inc. Letterhead]

    October
12, 2009

    Mr. David
R. Humphrey, Branch Chief

    Ms.
Beverly A. Singleton, Staff Accountant

    United
States Securities and Exchange Commission

    Division
of Corporation Finance

    100 F
Street NE

    Mail Stop
3561

    Washington,
D.C.  20549-7010

              Re:

              Poker
      Magic, Inc.

              Form
      10-K for the year ended December 31,
2008

              Filed
      March 27, 2009

              File
      No. 0-53045

    Dear Mr.
Humphrey and Ms. Singleton:

    On behalf
of Poker Magic, Inc. (the “Company”), this letter responds to your letter dated
September 22, 2009.  The numbered paragraphs in this response letter
correspond to the numbered paragraphs of your letter of September 22,
2009.  For ease of reference, the Staff’s comments appear in italics
immediately preceding the Company’s responses.  In addition, under
separate cover we are providing you, for your review prior to filing, with
copies of our proposed amendments to each of the reports you have reviewed
(i.e., Annual Report on Form 10-K for the year ended December 31, 2008, and
Quarterly Reports on Form 10-Q for the periods ended March 31 and June 30,
2009).

    Form 10-K for the Year Ended
December 31, 2008

    Report of Independent
Registered Public Accounting Firm, page 18

              1.

              We note your independent
      accountants, Virchow, Krause & Company, LLP, (“Virchow”) do not appear
      to be registered with the Public Company Accounting Oversight Board
      (“PCAOB”) nor does it appear Virchow has applied for registration with the
      PCAOB.  Section 102 of the Sarbanes-Oxley Act of 2002 makes it
      unlawful after October 22, 2003 for any person that is not a registered
      public accounting firm (i.e. registered with the PCAOB) to prepare or
      issue, or to participate in the preparation or issuance of, any audit
      report (or review report) with respect to any issuer.  You must
      engage a new accountant that is a publicly registered accounting firm to
      perform review or audit work for the
  company.

    Mr. David
R. Humphrey, Branch Chief

    Ms.
Beverly A. Singleton, Staff Accountant

    Page
2

    October
12, 2009

    Response:  Our
independent accountants, Baker Tilly Virchow Krause, LLP (formerly known as
Virchow, Krause & Company, LLP at the time of the filing of the Form 10-K
for Poker Magic, Inc.) is registered with the PCAOB.  The firm changed
their name effective June 1, 2009 with the name listing on the PCAOB website for
registered firms updated on June 25, 2009.  The PCAOB’s recognition of
the name change can be found on the PCAOB website under “Name Changes of
Registered Public Accounting Firms” which shows the “Current Name” as Baker
Tilly Virchow Krause, LLP with the corresponding “Previous Name” of Virchow,
Krause & Company, LLP.  The firm’s inspection report, issued June
14, 2007, from the 2006 PCAOB inspection, is also available on the PCAOB
website.

              2.

              To the extent Virchow is
      registered with the PCAOB (or registered under a different name), please
      advise and have them provide us with supporting documentation as to their
      registration with the PCAOB.  To the extent Virchow is not
      registered with the PCAOB or were not registered at the time you filed
      your December 31, 2008 Annual Report on Form 10-K and March 31, 2009 and
      June 30, 2009 Quarterly Reports on Form 10-Q, such financial statements
      are not acceptable in filings with us and are considered to be materially
      deficient.  The financial statements in these filings will need
      to be re-audited (with respect to the Form 10-K) and re-reviewed (with
      respect to the Forms 10-Q) by a PCAOB-registered independent public
      accounting firm and re-filed in amendments to the December 31, 2008 Annual
      Report on Form 10-K and March 31, 2009 and June 30, 2009 Quarterly Reports
      on Form 10-Q.  Please advise and file the requested amendments
      as soon as practicable.  We may have further comment after
      review of your response.

    Response:  Please
see the Company’s response to Comment 1.

              3.

              Please file an Item 4.01 Form
      8-K after you have engaged new accountants that are registered with the
      PCAOB.  Provide all of the disclosures required by Item
      304(a)(1) of Regulation S-K regarding the period of engagement of Virchow,
      Krause & Company, LLP which should include an Exhibit 16 letter from
      Virchow, Krause & Company,
LLP.

    Response:  Please
see the Company’s response to Comment 1.

              4.

              Also, if and when you engage
      new accountants, please report the engagement in an Item 4.01 Form 8-K and
      comply with the requirements of Regulation S-K Item
      304(a)(2).  In making any disclosures about consultations with
      your new accountants, please ensure you disclose any consultations up
      through the date of
engagement.

    Response:  Please
see the Company’s response to Comment 1.

        2

    Mr. David
R. Humphrey, Branch Chief

    Ms.
Beverly A. Singleton, Staff Accountant

    Page
3

    October
12, 2009

    Management’s Discussion and
Analysis, page 13

    Results of Operations, page
13

              5.

              See the paragraph discussion
      that begins with “Shares issued to our executive management
      personnel…”  For the aggregated amounts listed in the first and
      second sentences for the years ended December 31, 2008 and 2007, please
      tell us how each of these amounts reconcile with the individual line item
      amounts for the line items “Consulting Expenses” and “Executive Management
      Compensation” shown in the table on page 13.  For the amounts
      listed in the third sentence, please disclose and also tell us where the
      expense is reflected in the table on page
  13.

    Response:  The
expense related to executive management personnel and consultants of $69,879 and
$105,171 for the years ended December 31, 2008 and 2007 are included in the
various expense categories noted in the table along with other expenses not
considered material to specifically disclose and will not reconcile to an exact
line in the table.  The detail of the amounts in this MD&A
paragraph does reconcile to the Company’s cash flow
statement.  Management disclosed this information separately for
transparency to the investors.  Executive management compensation for
2008 in the amount of $56,000 includes $10,000 for value of shares issued for
services, $8,000 of cash paid, and $38,000 of contributed capital for value of
services rendered.  All expenses described in this paragraph are
included in operating expenses on the statement of operations.

    Going Concern, page
16

              6.

              Please revise the third
      sentence to clarify that your independent registered public accountants,
      because of the factors disclosed, among others, have issued a going
      concern opinion that raises substantial doubt about your ability to
      continue as a going concern.

    Response:  We note
your comment and, because (i) the existing disclosure already indicates that
there is substantial doubt about our ability to continue as a going concern and
(ii) the report of the auditor contained in the same report plainly contains a
going concern opinion, we would like to incorporate your suggested revision in
future annual report filings.

    Critical Accounting Policies
and Estimates, page 17

              7.

              Please expand the disclosure
      under this heading to further identify and describe those policies,
      included within your significant accounting policies at Note 1 to the
      audited financial statements, that are critical accounting policies
      according to your definition in the second paragraph under this heading
      where you indicate those are ‘policies that represent the more significant
      judgments and estimates used in the preparation of the Company’s financial
      statements…’  The MD&A should disclose those accounting
      policies that are critical policies where estimates and judgments are used
      that could have material impact.  For example, but not limited
      to, your more critical accounting policies and estimates could be revenue
      recognition, impairment of intangible and long-lived assets, and income
      taxes.

        3

    Mr. David
R. Humphrey, Branch Chief

    Ms.
Beverly A. Singleton, Staff Accountant

    Page
4

    October
12, 2009

    Response:  We note
your comment and we would like to incorporate your suggestions in future
filings.  In particular, we would like to include disclosure in
substantially the following form:

    Our
policy for the recognition of revenue is a critical accounting
policy.  The Company recognizes revenue from sales under a license
agreement when the following four criteria are met:  (1) there exists
persuasive evidence of an arrangement (e.g., a fully executed license
agreement); (2) delivery of the Winner’s Pot Poker game, felt and instructions
has been made and the licensee thereafter becomes responsible to replace such
materials in the event of damage or normal wear and tear; (3) the price is fixed
or determinable; and (4) the ability of the Company to collect amounts owed is
reasonably assured.

    Our
policy regarding the determination of impairment of long-lived and intangible
assets is another critical accounting policy.  In this regard, our
management reviews the Company’s long-lived assets for impairment whenever
events or changes in circumstances indicate that the carrying amount of a
long-lived or intangible asset may not be recoverable.  If indications
of impairment are present and the estimated future undiscounted cash flows are
less than the carrying value of the asset under scrutiny, the value of that
asset will be adjusted appropriately.  No impairment indicators were
present as of December 31, 2008 or December 31, 2007.

    Financial
Statements

    Note 4, Shareholders’
Equity, page 29

              8.

              Refer to the May 28, 2008
      transaction of the warrant issuance.  Disclose the value
      assigned to the warrants and how you determined the value.  If
      the warrants were determined to have minimal or no value, please so state;
      other it is unclear why the value of the warrant has not been reflected in
      the financial statements.  Please advise or
      revise.

    Response:  Determination
of the value of the warrants is not considered necessary because the warrants
were issued to an investor in connection with that investor’s purchase of common
stock.  The warrants are properly classified as permanent equity and
do not have any terms which would require a classification as a liability, nor
do they possess any embedded derivative features.

        4

    Mr. David
R. Humphrey, Branch Chief

    Ms.
Beverly A. Singleton, Staff Accountant

    Page
5

    October
12, 2009

      Controls and
Procedures

      Report of Management on
Internal Control over Financial Reporting, page 32

                9.

                Refer to the paragraph that
      begins “Based on this assessment…”  Please revise the second
      sentence with respect to the use of the accounting firm, Virchow, Krause
      & Company, LLP, as such firm does not appear to be registered with the
      PCAOB, as noted in our comments above.  In this regard, upon the
      engagement of new registered independent public accountants, you may
      choose to revise to state: ‘This annual report does not include an
      attestation report of the company’s registered public accounting firm
      regarding internal control over financial
      reporting.  Management’s report was not subject to attestation
      by the company’s registered public accounting firm pursuant to temporary
      rules of the Securities and Exchange Commission that permit the company to
      provide only management’s report in this annual report.’  See
      Item 308T(a)(4) of Regulation
S-K.

    Response:  Please
see the Company’s response to Comment 1.  In addition, we believe our
current disclosure about the absence of an attestation report is in a form
substantially similar to that required by Item 308T(a)(4), and is neither
misleading nor inaccurate.  As such, we would prefer not to amend the
Annual Report to more closely adhere to the language in the Regulation S-K
reporting Item.

    Executive and Director
Compensation, page 34

              10.

              See note 2 to the table on
      page 34 regarding the stock awards received in fiscal year
      2007.  Please clarify whether each officer received 250,000
      common shares (for an aggregate of 500,000 common shares valued at
      $48,000) as shown in the statements of shareholders’ equity and Note 4 to
      the audited financial statements pertaining to this January 2007
      transaction.  Your current disclosure indicates each officer
      received 125,000 valued at $24,000 (for an aggregate of 250,000 common
      shares valued at $48,000).  Please revise or
      advise.

    Response:  The
figures in footnote 2 of the table appear to have been in error since each
executive received 250,000 shares having an aggregate value of $24,000 in
January 2007.   We have corrected the disclosure in the amended
filing.

    Exhibit 31.1 and Exhibit
31.2 Certifications

              11.

              See paragraph number four
      where it appears certain disclosure has been inadvertently
      omitted.  Please revise this paragraph to disclose “The
      registrant’s other certifying officer(s) and I are responsible…(as defined
      in Exchange Act Rules 13a-15(c) and 15d-15(e)) and internal control over
      financial reporting (as defined in Exchange Act Rules 13a-15(f) and
      15d-15(f) for the registrant and have:”  This comment is also
      applicable to your March 31, 2009 and June 30, 2009 Quarterly Reports on
      Form 10-Q.

        5

    Mr. David
R. Humphrey, Branch Chief

    Ms.
Beverly A. Singleton, Staff Accountant

    Page
6

    October
12, 2009

    Response:  We note
the inadvertent omission you cite to and have corrected the certifications in
all of the amended filings.

    Forms 10-Q (Quarters Ended
March 31, 2009 and June 30, 2009)

    Note 1, Summary of
Significant Accounting Policies, page 4

    Interim financial
information

              12.

              Please expand this paragraph
      to disclose that the interim financial statements “include all adjustments
      that, in the opinion of management, are necessary in order to make the
      financial statements not misleading.”  See Instruction 2 to Rule
      8-03 of Regulation S-X.

    Response:  We will
undertake to include the following under the heading “Interim financial
information” in our next Quarterly Report on Form 10-Q, and will update this
disclosure as appropriate in future filings:

    Interim
financial information

    The
accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States and pursuant
to the rules and regulations of the Securities and Exchange Commission (the
“SEC”) for interim financial information. Accordingly, certain information and
footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States
have been omitted pursuant to such rules and regulations. Operating results for
the three and nine months ended September 30, 2009 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2009 or any other period. The ac

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3561          September 22, 2009  Mr. Joseph A. Geraci, II   Chief Financial Officer POKER MAGIC, INC. 130 West Lake Street, Suite 300 Wayzata, Minnesota  55391

 Re: Poker Magic, Inc.   Form 10-K for the year ended December 31, 2008
Filed March 27, 2009
  File No. 0-53045
Dear Mr. Geraci:

We have reviewed your filing and have the following comments.  We think you
should revise your documents in response to these comments by filing an amendment to your December 31, 2008 Annual Report on Form 10-K and March 31, 2009 and June 30, 2009 Quarterly Reports on Form 10-Q.  If  you disagree, we will consider your
explanation as to why our comment is inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explanat ion.  In some of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond within ten (10) bus iness days.  The amendments should be filed
as soon as practicable.

Mr. Joseph A. Geraci, II
Poker Magic, Inc.
September 22, 2009 Page 2

Form 10-K (Fiscal Year Ended December 31, 2008)
 Report of Independent Registered Public Accounting Firm, page 18

 1. We note your independent accountants, Virchow, Krause & Company, LLP,
(“Virchow”) do not appear to be register ed with the Public Company Accounting
Oversight Board (“PCAOB”) nor does it appear Virchow has applied for
registration with the PCAOB.  Section 102 of the Sarbanes-Oxley Act of 2002
makes it unlawful after October 22, 2003 for any person that is not a registered
public accounting firm (i.e. registered with the PCAOB) to prepare or issue, or to participate in the preparation or issuan ce of, any audit report (or review report)
with respect to any issuer.  You must engage a new accountant that is a publicly
registered accounting firm to perform re view or audit work for the company.
 2. To the extent Virchow is registered with the PCAOB (or registered under a
different name), please advise and have them provide us with supporting documentation as to their registration with  the PCAOB.  To the extent Virchow is
not registered with the PCAOB or were not registered at th e time you filed your
December 31, 2008 Annual Report on Form 10-K and March 31, 2009 and June 30, 2009 Quarterly Reports on Form 10-Q, such financial statements are not acceptable in filings with us and are consid ered to be materially deficient.  The
financial statements in these filings will n eed to be re-audited (with respect to the
Form 10-K) and re-reviewed (with re spect to the Forms 10-Q) by a PCAOB-
registered independent public accounting firm and re-fil ed in amendments to the
December 31, 2008 Annual Report on Form 10-K and March 31, 2009 and June 30, 2009 Quarterly Reports on Form 10-Q.  Please advise and file the requested
amendments as soon as practicable.  We may have further comment after review
of your response.
 3. Please file an Item 4.01 Form 8-K after you have engaged new accountants that are registered with the PCAOB.  Provide all of the disclosure s required by Item
304(a)(1) of Regulation S-K regarding th e period of engagement of Virchow,
Krause & Company, LLP which should in clude an Exhibit 16 letter from
Virchow, Krause & Company, LLP.
 4. Also, if and when you engage new account ants, please report the engagement in
an Item 4.01 Form 8-K and comply with th e requirements of Regulation S-K Item
304(a)(2).  In making any disclosure s about consultations with your new
accountants, please ensure you disclose any consultations up th rough the date of
engagement.
 Management’s Discussion and Analysis, page 13

Results of Operations, page 13

Mr. Joseph A. Geraci, II
Poker Magic, Inc.
September 22, 2009 Page 3

5. See the paragraph discussion that begins with “Shares issued to our executive
management personnel…”  For the aggreg ated amounts listed in the first and
second sentences for the years ended D ecember 31, 2008 and 2007, please tell us
how each of these amounts reconcile with the individual line item amounts for the
line items “Consulting Expenses” and “E xecutive Management Compensation”
shown in the table on page 13.  For the am ounts listed in the third sentence, please
disclose and also tell us where the expe nse is reflected in the table on page 13.
 Going Concern, page 16

 6. Please revise the third sentence to clarify that your independent registered public
accountants, because of the factors disc losed, among others, have issued a going
concern opinion that raises substantial doubt about your ability to continue as a
going concern.
 Critical Accounting Policies and Estimates, page 17

 7. Please expand the disclosure under this h eading to further identify and describe
those policies, included within your signi ficant accounting policies at Note 1 to
the audited financial statements, that are critical accounting policies according to
your definition in the second paragraph under this heading where you indicate
those are “policies that re present the more significan t judgments and estimates
used in the preparation of the Company’s financial statements…”  The MD&A should disclose those accounting policies th at are critical policies where estimates
and judgments are used that could have material impact.  For example, but not
limited to, your more critical accounting policies and estimates could be revenue
recognition, impairment of intangible and long-lived assets, and income taxes.
 Financial Statements

 Note 4. Shareholders’ Equity, page 29

 8. Refer to the May 28, 2008 transa ction of the warrant issuance.  Disclose the value
assigned to the warrants and how you determin ed the value.  If the warrants were
determined to have minimal or no value, please so state; otherwise it is unclear why the value of the warrant has not been reflected in the financial statements.  Please advise or revise.

Controls and Procedures

Report of Management on Internal Cont rol over Financial Reporting, page 32
 9. Refer to the paragraph that begins “Based  on this assessment…”  Please revise the
second sentence with respect to the use of the accounting firm, Virchow, Krause
& Company, LLP, as such firm does not appe ar to be registered with the PCAOB,

Mr. Joseph A. Geraci, II
Poker Magic, Inc.
September 22, 2009 Page 4

as noted in our comments above.  In this regard, upon the engagement of new
registered independent pub lic accountants, you may choos e to revise to state:
“This annual report does not include an attestation report of the company’s
registered public accounting firm re garding internal control over financial
reporting.  Management’s report was not s ubject to attestation by the company’s
registered public accounting firm pursuant  to temporary rules of the Securities
and Exchange Commission that permit the company to provide only
management’s report in this annual report.”   See Item 308T(a)(4) of Regulation
S-K.

Executive and Director Compensation, page 34
 10. See note 2 to the table on page 34 regardi ng the stock awards received in fiscal
year 2007.  Please clarify whether each  officer received 250,000 common shares
(for an aggregate of 500,000 common shares  valued at $48,000), as shown in the
statements of shareholders’ equity and No te 4 to the audited financial statements
pertaining to this January 2007 transacti on.  Your current disclosure indicates
each officer received 125,000 valued at $24,000 (for an aggregate of 250,000 common shares valued at $48,000).  Please revise or advise.
 Exhibit 31.1 and Exhibit 31.2 Certifications

 11. See paragraph number four where it appears certain disclosure has been
inadvertently omitted.  Please revise this paragraph to disclose “The registrant’s other certifying officer(s) and I are res ponsible…(as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over  financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)  for the registrant and
have:”  This comment is also applic able to your March 31, 2009 and June 30,
2009 Quarterly Reports on Form 10-Q.
 Forms 10-Q (Quarters Ended March 31, 2009 and June 30, 2009)

Note 1. Summary of Significant Accounting Policies, page 4

Interim financial information

12. Please expand this paragraph to disclose that the interim financial statements “include all adjustments that, in the op inion of management, are necessary in
order to make the financial statements not  misleading.”  See Instruction 2 to Rule
8-03 of Regulation S-X.
13. Refer to Note 4 to the financial statements included in the June 30, 2009 Form 10-Q.  Please tell us more about the redemp tion of common stock that occurred in
February 2009.  Specifically te ll us whether the sharehol der was a related party or
affiliate and whether that individual pa id $0.25 per share for the purchase of the

Mr. Joseph A. Geraci, II
Poker Magic, Inc.
September 22, 2009
Page 5

stock.  In addition, please explain why you el ected to redeem these shares for cash
given your current liquidity situation.  If you were required to redeem the shares,
tell us why and whether other shar es may be subject to redemption.
 14. Refer to Note 6 to the financial statements included in the June 30, 2009 Form 10-
Q.  Please disclose the related party natu re of the loan from Lantern Advisers,
LLC.  We note this entity is ow ned equally by your two officers.

* * * * *

 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 all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company 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.
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.   You may contact Beverly A. Singleton, Staff Accountant, at  (202) 551-3328 or
Margery E. Reich, Senior St aff Accountant, at (202) 551-3347 if you have questions
regarding comments on the financia l statements and related matte rs.  Please contact me at
(202) 551-3211 with any other questions.          S i n c e r e l y ,
   David R. Humphrey Branch Chief

Mail Stop 3561

        February 25, 2008

Douglas M. Polinsky
Poker Magic, Inc.
130 West Lake Street, Suite 300
Wayzata, MN 55391

Re: Poker Magic, Inc.
  Registration Statement on Form 10-SB
  Filed January 29, 2008
  File No. 000-53045

Dear Mr. Polinsky:

 We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at  the telephone numbers listed at the end of this letter.

General
1. Please file your next amendment on the a ppropriate form available to you without
an “SB” designation.  Refer to Section IV of the Smaller Reporting Company Regulatory Relief and Simplification Rel ease (Release No. 33-8876) and A Small
Entity Compliance Guide, both which are available on our website at
http://www.sec.gov/rules/final/fina larchive/finalarchive2007.shtml .

Douglas M. Polinsky
Poker Magic
February 25, 2008 Page 2
Intellectual Property, page 7
2. Please describe the intellect ual property right you own.  Specifically, discuss the
nature and status of any pa tents, trademarks, copyrights or other rights you own.
In addition, discuss how and to whom you intend to license your intellectual
property.

* * * * *

 As appropriate, please amend your filing and respond to these comments
within 10 business days or tell us when you will provide us with a response.  You may
wish to provide us with marked copies of th e amendment to expedite our review.  Please
furnish a cover letter with your amendment th at keys your responses to our comments
and provides any requested information.  Deta iled cover letters greatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
amendment and responses to our comments.

  We urge all persons who are responsi ble for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Douglas M. Polinsky
Poker Magic
February 25, 2008 Page 3
You may contact John Stickel at (202) 551-3324 or me at (202) 551-3750 if you
have any questions.

        R e g a r d s ,

        A m a n d a  M c M a n u s
        B r a n c h  C h i e f  –  L e g a l