Exhibit 31.2



CERTIFICATION PURSUANT TO 18 U.S.C. §1350,

AS ADOPTED
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



Certification



I, Joseph A. Geraci, II, certify that:



|1. | I have reviewed this Quarterly Report on Form 10-Q of Mill City
        Ventures III, Ltd.;                                                                                                                                                                                                                                                                 
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Based on my knowledge, this report does not contain any untrue
        statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
        under which such statements were made, not misleading with respect to the period covered by this report;                                  
|3. | Based on my knowledge, the financial statements, and other financial
        information included in this report, fairly present in all material respects the financial condition, results of operations and
        cash flows of the registrant as of, and for, the periods presented in this report;                                                     
|4. | The registrant’s other certifying officer(s) and I are
        responsible for establishing and maintaining disclosure controls and procedures (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 registrant
        and have:
|   | (a)                                                                                                                                                                                                                                                                                                                                                         
|   | (b)                                                                                                                                                                                                                                                                                                                                                         
|   | (c)                                                                                                                                                                                                                                                                                                                                                         
|   | (d)                                                                                                                                                                                                                                                                                                                                                         
|5. | The registrant’s other certifying officer(s) and I have
        disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors
        and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):                                          
|   | (a)                                                                                                                                                                                                                                                                                                                                                         
|   | (b)                                                                                                                                                                                                                                                                                                                                                         



|Dated:  November 13, 2013 | /s/ Joseph A. Geraci,
II                                    
|------------------------- | ------------------------------------------------------------
|                          | Joseph
        A. Geraci, II
        Chief Financial Officer