mirenco10qsb093004
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2004
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _________________ to _________________
Commission file number 333-41092
Mirenco, Inc.
(Exact name of small business issuer as specified in its charter)
Iowa 39-1878581
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
206 May Street, P.O. Box 343, Radcliffe, Iowa 50230
(Address of principal executive offices)
(515) 899-2164
(Issuer's telephone number)
__________________________________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ] Not applicable
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 13,363,742 shares of no par value
common stock as of September 30, 2004.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
1
Cautionary Statement on Forward-Looking Statements.
The discussion in this Report on Form 10-QSB, including the discussion in Item 2
of PART I, contains forward-looking statements that have been made pursuant to
the provisions of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are based on current expectations, estimates and
projections about the Company's business, based on management's current beliefs
and assumptions made by management. Words such as "expects", "anticipates",
"intends", believes", "plans", "seeks", "estimates", and similar expressions or
variations of these words are intended to identify such forward-looking
statements. Additionally, statements that refer to the Company's estimated or
anticipated future results, sales or marketing strategies, new product
development or performance or other non-historical facts are forward-looking and
reflect the Company's current perspective based on existing information. These
statements are not guarantees of future performance and are subject to certain
risks, uncertainties and assumptions that are difficult to predict. Therefore,
actual results and outcomes may differ materially from what is expressed or
forecasted in any such forward-looking statements. Such risks, and uncertainties
include those set forth below in Item 1 as well as previous public filings with
the Securities and Exchange Commission. The discussion of the Company's
financial condition and results of operations included in Item 2 of PART I
should also be read in conjunction with the financial statements and related
notes included in Item 1 of PART I of this quarterly report. These quarterly
financial statements do not include all disclosures provided in the annual
financial statements and should be read in conjunction with the annual financial
statements and notes thereto included in the Company's Form 10KSB for the year
ended December 31, 2003 filed on April 14, 2004 and as amended by the filing of
exhibits on April 15, 2004. The Company undertakes no obligation to update
publicly any forward-looking statements, whether as a result of new information,
future events or otherwise.
[The Balance of This Page Left Intentionally Blank]
2
PART I - Financial Information
Item 1. Financial Statements
MIRENCO, Inc.
BALANCE SHEET
(unaudited)
September 30,
2004
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 51,024
Accounts receivable 20,469
Inventories 120,989
Other 2,934
Total current assets 195,416
PROPERTY AND EQUIPMENT, net 578,233
PATENTS AND TRADEMARKS,
net of accumulated amortization
of $5,145 and $4,410 in 2004 and 2003, respectively 4,410
$ 778,059
==============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of notes payable $ 9,232
Accounts payable 95,625
Accrued expenses 37,049
Other current liabilities 723
Due to officers 66,034
Notes payable to related parties, current portion 4,452
Total current liabilities 213,115
NOTES PAYABLE 143,366
NOTES PAYABLE TO RELATED PARTIES 74,130
COMMITMENTS AND CONTINGENCIES -
STOCKHOLDERS' EQUITY
Common stock, no par value: 100,000,000 shares
authorized,13,363,742 shares issued and outstanding $ 8,574,800
Preferred stock, $.01 par value, 50,000,000
shares authorized, no shares issued -
Additional paid-in capital 1,714,954
Deferred compensation (4,370)
(Accumulated deficit) (9,937,936)
347,448
$ 778,059
==============
See the accompanying notes to the financial statements
3
MIRENCO, Inc.
STATEMENTS OF OPERATIONS
(unaudited)
Nine months Nine months
ended ended
September 30, 2004 September 30, 2003
Sales $ 186,131 $ 81,660
Cost of sales 163,688 39,792
Gross profit 22,443 41,868
Salaries and wages 555,357 610,649
Royalty expenses 5,082 1,796
Advertising 7,573 46,653
Other general and administrative expenses 468,290 556,839
1,036,302 1,215,937
(Loss) from operations (1,013,859) (1,174,069)
Other income (expense)
Other income - 21,621
Interest income 846 21,446
Interest expense (6,432) (1,311)
(5,586) 41,756
NET (LOSS) $ (1,019,445) $ (1,132,313)
============== ==============
Net (loss) per share available
for common shareholders
- basic and diluted $ (0.08) $ (0.09)
============== ==============
Weighted-average shares outstanding
- basic and diluted 13,329,658 13,284,687
============== ==============
See the accompanying notes to the financial statements
4
MIRENCO, Inc.
STATEMENTS OF OPERATIONS
(unaudited)
Three months Three months
ended ended
September 30, 2004 September 30, 2003
Sales $ 59,552 $ 16,572
Cost of sales 39,582 7,681
Gross profit 19,970 8,891
Salaries and wages 192,840 214,846
Royalty expenses 1,765 457
Advertising 1,660 14,210
Other general and administrative expenses 163,171 197,779
359,436 427,292
(Loss) from operations (339,466) (418,401)
Other income (expense)
Interest income 1 4,488
Interest expense (4,348) (495)
(4,347) 3,993
NET (LOSS) $ (343,813) $ (414,408)
============== ==============
Net (loss) per share available for common
shareholders - basic and diluted $ (0.03) $ (0.03)
============== ==============
Weighted-average shares outstanding -
basic and diluted 13,329,658 13,284,687
============== ==============
See the accompanying notes to the financial statements
5
MIRENCO, Inc.
STATEMENTS OF CASH FLOWS
(unaudited)
Nine months Nine months
ended ended
September 30, September 30,
2004 2003
Cash flows from operating activities
Net cash (used in) operating activities $ (849,685) $ (1,016,069)
Cash flows from investing activities
Purchase of property and equipment (1,279) (23,576)
Net cash (used in) investing activities (1,279) (23,576)
Cash flows from financing activities
Proceeds from issuance of stock 265,000 -
Principal payments on long-term debt
Banks and others (9,494) (6,491)
Related parties (8,920) (6,927)
Proceeds from long-term borrowing
Banks and others 155,000
Related parties 80,000 -
Net cash provided by (used in) financing
activities 481,586 (13,418)
Decrease in cash and cash equivalents (369,378) (1,053,063)
Cash and cash equivalents, beginning of period 420,402 1,899,193
Cash and cash equivalents, end of period $ 51,024 $ 846,130
============= =============
See the accompanying notes to the financial statements9
[The Balance of This Page Left Intentionally Blank]
6
MIRENCO, Inc.
NOTES TO FINANCIAL STATEMENTS
September 30, 2004 and 2003
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles (GAAP) for interim financial
information and Item 310(b) of Regulation S-B. They do not include all of the
information and footnotes required by GAAP for complete financial statements. In
the opinion of management, all adjustments (consisting only of normal recurring
adjustments) considered necessary for a fair presentation have been included.
The results of operations for the periods presented are not necessarily
indicative of the results to be expected for the full year. For further
information, refer to the financial statements of the Company as of December 31,
2003 and for the year then ended, including notes thereto included in the
Company's Form 10-KSB.
NOTE B - INVENTORY
Inventories, consisting of purchased finished goods ready for sale, are stated
at the lower of cost (as determined by the first-in, first-out method) or
market.
NOTE C - REALIZATION OF ASSETS
The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. However, the Company
has incurred net losses aggregating $9,937,936 and may continue to incur net
losses in the future. If revenues do not increase substantially in the near
future, additional sources of funds will be needed to maintain operations. These
matters give rise to substantial doubt about the Company's ability to continue
as a going concern.
Management and other personnel have been focused on product exposure and
marketing. In an effort to make the transition from a development stage company
to a viable business entity, the Company's management team has diligently
explored several market segments relative to the Company's product and service
lines over the past 15 months. From that exploration, the Company has decided it
is in its best interests to develop an internal sales and marketing effort
before developing the use of existing, well-established distribution channels
for marketing and selling the DriverMax(R)product line. Management also believes
a large market exists for the Company's testing and evaluation services and the
information resulting from those services. By concentrating the sales efforts
within its own reasonable geographical area, management believes it can better
provide a professional, consultative approach toward customers needs and prove
the value of its products and services. Management will focus on the Company's
efforts on the sales of products, services, and programs with sensible controls
over expenses. Management believes these steps, if successful, will improve the
Company's liquidity and operating results, allowing it to continue in existence.
[The Balance of This Page Left Intentionally Blank]
7
MIRENCO, Inc.
NOTES TO FINANCIAL STATEMENTS - Continued
September 30, 2004 and 2003
NOTE D - STOCKHOLDERS' EQUITY
During the nine months ended September 30, 2004, the Company issued 12,500
shares of common stock in conjunction with a private placement debt offering to
accredited investors only. The fair market value of these shares of $5,250 has
been recorded as deferred compensation and is being amortized over the term of
the debt of 36 months. The Company also sold 1,000,000 shares of common stock in
an unregistered transaction to an unrelated, accredited investor for cash
aggregating $250,000 and issued 7,000 shares of common stock to an officer
pursuant to an option exercise for cash aggregating $5,000. In the quarter ended
September 30, 2004 the Company also sold 40,000 shares for $10,000 cash.
A major stockholder returned 1,000,000 common shares to the Company in exchange
for warrants to purchase 1,000,000 shares at $.25 each with no expiration date.
The 1,000,000 shares returned were cancelled.
The Company extended the expiration date of 267,916 warrants which were to
expire on June 24, 2004 to June 25, 2006. The warrants entitle the warrant
holders to acquire one common share for each warrant at $1.00 per share.
During the nine months ended September 30, 2004, the Company issued 221,750
options to purchase common stock to employees and directors at $.375-$.9375 per
share for a period of 10 years.
SFAS 123 requires the Company to provide proforma information regarding net
income and earnings per share as if compensation cost for the Company's stock
option plans had been determined in accordance with the fair value based method
prescribed in SFAS 123. The fair value of the option grants is estimated on the
date of grant utilizing the Black-Scholes option pricing model with the
following weighted average assumptions for grants: expected life of options of 5
years, expected volatility of 82%, risk-free interest rate of 3.5% and no
dividend yield. The weighted average fair value at the date of grant for options
granted approximated $.17. These results may not be representative of those to
be expected in future years.
Under the provisions of SFAS 123, the Company's net (loss) and (loss) per share
for the nine months ended September 30, 2004 would have been (increased) to the
proforma amounts indicated below:
Net (loss)
As reported $(1,019,445)
Proforma $(1,189,445)
Basic and diluted (loss) per share
As reported $ (.08)
Proforma $ (.09)
On August 12, 2000, the Company determined that re-sales of Iowa-Only Offering
Shares by Iowa residents to non-Iowa residents violated certain provisions of
the Securities Act of 1933. In response, the Company undertook an offering to
rescind the earlier Iowa-Only Offering. As a result, the Iowa-Only Offering
Shares, 1,561,248 shares, in the amount of $7,806,240, were classified as a
liability.
Once approved for distribution, the Rescission Offer was outstanding from
January 26, 2001 to February 26, 2001. During this period Iowa-Only Offering
Stockholders had the option to reject the Rescission Offer formally in writing;
to take no action within the 30 days, thereby retaining their outstanding
Iowa-Only Offering Shares; or to accept the Rescission Offer formally in
writing. Seventy-one formal rescission acceptances representing 52,340 shares
were received from Iowa-Only Offering Stockholders, resulting in a total of
$276,690 being paid in cash to these stockholders for the return of their
original investment plus interest at 8% annually. The maximum obligation under
this offer was estimated to be $8,100,000, including the original investment
plus interest at 8% per year. As a result of the rescission, the Company has
paid interest in the amount of $14,990.
8
As a result of the Rescission Offer, the Company had classified the Iowa-Only
Offering Shares and proceeds as a liability. These shares remained as a
liability until such time as the violations under the securities laws have been
cured. Subsequent to the close of the original sale of Iowa-Only Offering
Shares, the Company believed that Iowa-Only Offering Stockholders are estopped
from arguing injury. However, the Company was contingently liable to such
stockholders during the period covered by the statute of limitations, a period
of 3 years from the date of the Rescission Offer which expired on February 26,
2004 at which time the Company reclassified the amounts to equity.
NOTE E - NOTES PAYABLE
Notes payable consisted of the following at September 30, 2004:
Current Long-term
Total Portion Portion
Notes payable to investors,
9% interest payable quarterly,
pricipal due in March and April, 2007 $ 30,000 $ - $ 30,000
Note payable to bank in montly
installments of $1,435, including
principal and variable interest,
currently 6.75%, guaranteed by
stockholder, guaranteed by Small
Business Administration 122,598 9,232 113,366
$ 152,598 $ 9,232 $ 143,366
========= ========= ==========
NOTE F - NOTES PAYABLE TO RELATED PARTIES
Notes payable to related parties consisted of the following at September 30,
2004:
Current Long-term
Total Portion Portion
Note payable to stockholder,
9% interest payable quarterly,
principal due in March, 2007 $ 20,000 $ - $ 20,000
Note payable to related Company
in montly installments of $689,
including principal and interest
of 6.75% maturing May, 2009 58,581 4,452 54,130
$ 78,581 $ 4,452 $ 74,130
========= ========= ==========
NOTE G - COMMITMENTS
During September, 2004 the Company entered into an employment agreement with an
officer. The term of the agreement is for a period of seven years at an annual
salary of $130,000. In addition, this officer is entitled incentive compensation
of 1% of net revenues and 175,000 options to purchase shares of the Company's
common stock at 125% of the closing price of the shares on September 4, 2004.
9
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General and Background
We have incurred annual losses since inception while developing and introducing
our original products and focusing management and other resources on
capitalizing the Company to support future growth. Relatively high management,
personnel, consulting and marketing expenditures were incurred in prior years in
preparation for the commercialization of our products. We expect distribution,
selling, general and administrative expenses to increase directly with sales
increases, however, as a percentage of sales, these expenses should decline.
From February 1, 2004 up to the date of this report, the Company has been
actively involved in raising capital. This activity has resulted in the issuance
of $235,000 in debt and $265,000 in equity. The equity transaction resulted in
the issuance of 1,047,000 shares of common stock. A major stockholder has
contributed 1,000,000 shares of common stock back to the Company for
cancellation in exchange for warrants to purchase 1,000,000 shares of common
stock at $.25 per share.
From July 30, 1999 through July 30, 2000, we raised $7,806,240 from our
Iowa-Only Offering. On August 12, 2000, we determined that resales of Iowa-Only
shares by Iowa residents to non-Iowa residents violated certain provisions of
the Securities Act of 1933. In response, the Company undertook an offering to
rescind the earlier Iowa-Only Offering. As a result, the Iowa-Only Offering
Shares, 1,561,248 shares, in the amount of $7,806,240, were classified as a
liability.
Once approved for distribution, the Rescission Offer was outstanding from
January 26, 2001 to February 26, 2001. During this period Iowa-Only Offering
Stockholders had the option to reject the Rescission Offer formally in writing;
to take no action within the 30 days, thereby retaining their outstanding
Iowa-Only Offering Shares; or to accept the Rescission Offer formally in
writing. Seventy-one formal rescission acceptances representing 52,340 shares
were received from Iowa-Only Offering Stockholders, resulting in a total of
$276,690 being paid in cash to these stockholders for the return of their
original investment plus interest at 8% annually. As a result of the rescission,
the Company has paid interest in the amount of $14,990. Previously the Company
had classified the Iowa-Only Offering Shares and proceeds as a liability. On
February 26, 2004 the statutory limitations on actions expired and the Company
reclassified the amounts to equity.
Liquidity and Capital Resources
Cash and equivalents are currently the Company's substantial source of
liquidity. The changes in Cash and Equivalents for the nine months ended
September 30, 2004 and 2003 can be reviewed in the Statements of Cash Flows in
PART I Item 1 above. During the nine months ended September 30, 2004, revenues
of $16,000 were recognized from the arrangement with the Iowa Foundation for
Educational Administration, Inc. for emissions testing services being conducted
on the Iowa School Bus fleet. This was substantially less than original revenues
expected to be received from this project. The remainder of these revenues was
removed from the Company's books by the Direct Write Off method. If any of these
revenues are recovered in the future, they will be recorded as revenues in the
period recovered. While the amount is difficult to predict, management still
anticipates that additional revenue will be realized by year-end from this
arrangement.
According to the terms of our purchase agreement with American Technologies to
acquire the patents and trademarks, we will pay a 3% royalty of annual gross
sales for a period of 20 years, which began November 1, 1999.
Results of Operations
Gross sales for the nine months ended September 30, 2004 were $104,471 higher
than gross sales for the same period one year ago. However, cost of sales for
the nine months ended September 30, 2004 was $123,896 higher resulting in a
reduction of $19,425 in gross profit margin. This reduction was the result of
costs of the emissions testing program on sales not recognized in income for the
period. A total of 22 individuals, 18 full time and four part-time, were
employed with the Company at September 30, 2004 compared to 18 at September 30,
2003. The increases in personnel were directly related to marketing and testing
services offered by the Company. In the nine months ended September 30, 2004,
$130,191 of employment costs were included in Cost of Sales compared to none in
the corresponding period in the prior year.
Royalty expense for the nine months ended September 30, 2004 and 2003 was 3% of
sales calculated per the patent purchase agreement with American Technologies,
LLC.
Marketing and advertising expenses were less during the nine months ended
September 30, 2004 compared to the nine months ended September 30, 2003 due to
reduced use of advertising and increased use of company personnel in marketing
efforts.
10
A comparative breakdown of "Other general and administrative expenses" per the
Statements of Operations included in PART I Item 1 above is as follows:
Nine months Nine months
ended ended
September 30, September 30,
2004 2003 Note
Depreciation and amortization 47,260 59,562 1
Insurance 62,779 54,179 2
Professional fees 198,544 197,851 3
Office expenses 55,168 66,272 4
Research and development 4,242 38,774 5
Travel 57,739 91,353 6
Utilities 42,558 48,848 7
Total general and administrative expenses 468,290 556,839
========= =========
1. Depreciation and amortization expense were less than the same period in the
prior year because of a significant number of computers and related
equipment becoming fully depreciation in the intervening period.
2. The increase in insurance expense is primarily due to the addition of
product liability coverage and increases in general rates. Rates for this
type of coverage have increased nationwide over the past year.
3. Professional fees expense incurred during the first nine months of 2004
were comparable with the first nine months of 2003.
4. Office expenses for the nine months ended September 30, 2004 were $11,104
less than the first nine months of 2003 primarily due to a reduction in
administrative staff.
5. Research and Development costs decreased because in the nine months ended
September 30, 2003, the Company acquired equipment and supplies to
implement the testing program as well as developing the
EconoCruise(R)product.
6. Travel expense was less for the nine months ended September 30, 2004 than
the first nine months of 2003 because there was less foreign travel in
2004.
7. Utilities for the nine months ended September 30, 2004 were $6,290 less
than in the same period in the prior year.
Interest income continues to decline significantly with the reduction in cash
invested in certificates of deposit.
Interest expense for the nine months ended September 30, 2004 and 2003 relates
to the financing of the purchase of Company vehicles from the majority
shareholder and to an investor loan and bank loan obtained in 2004.
Item 3.
CONTROLS AND PROCEDURES
An evaluation of the Company's disclosure controls and procedures and internal
controls and procedures was performed on October 21, 2004. Based on that review,
management concludes that the Company's disclosure controls and procedures
adequately ensure that information required to be disclosed by the Company in
the reports that it files or submits under the Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms. There have been no significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the evaluation date. There have been no corrective
actions with regard to significant deficiencies and material weaknesses since
the evaluation date.
11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
An Amendment to the Articles of Incorporation was filed with the
Secretary of State of the State of Iowa on June 18, 2004 to be
effective as of that date. The Articles were amended to increase the
authorized number of shares of no par value common stock from
30,000,000 to 100,000,000 shares, and to authorize the issuance of
50,000,000 shares of Preferred Stock of the par value of One Cent
($0.01) per share.
During the quarter ended September 30, 2004, 40,000 shares of common
shares were issued. Changes in shares outstanding during the first
nine months are summarized as follows:
Shares Issued Amount Received
Shares outstanding April 1, 2004 13,304,242
Shares contributed back to the
Company and cancelled (1,000,000)
New shares issued for cash 1,040,000 $260,000
New shares issued in connection
with loans from investors
and related parties 12,500 -
Shares issued for cash in connection
with stock options exercised 7,000 5,000
Shares outstanding September 30, 2004 13,363,742
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
The 2004 Annual Meeting of Shareholders of Mirenco, Inc. was held at the
Ames Auditorium on September 25, 2004 for the purpose of electing directors,
ratifying the appointment of Stark, Winter , Schenkein & Co., LLP as the
Company's certified public accountants for the fiscal year ending December 31,
2004, and to approve the 2004 Stock Option Plan adopted by the Board of
Directors on January 31, 2004. Balloting results are summarized below. All
directors' terms will expire on the date of the 2005 Annual Meeting, which has
not yet been determined.
Number of Votes Cast
Against or Number of
For Withheld Abstentions
Matter Voted Upon
Election of Dwayne L. Fosseen as Director 9,939,493 - -
Election of Don D. Williams as Director 9,919,993 - 19,500
Election of Merlin C. Hanson As Director 9,921,993 - 17,500
Election of Timothy L. Nuegent as Director 9,921,993 - 17,500
Election of Richard A. Musal as Director 9,937,493 - 2,000
Appointment of Stark, Winter, Schenkein &
Co. LLP as the Company's independent auditors
for the fiscal year ending December 31, 2004 9,921,893 100 17,500
Approval of 2004 Stock Option Plan adopted
on January 31, 2004 9,919,893 1,600 18,000
Item 5. Other Information
None
[The Balance of This Page Left Intentionally Blank]
12
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The following are the exhibits to this annual report.
3.2(a) Articles of Amendment to Articles of Incorporation (Incorporated by
reference to the Company's 10QSB for the quarter ended June 30, 2004 filed
on August 10, 2004)
3.2(b) Certificate of Incorporation and Certificates of Amendment to the
Certification of Incorporation of Registrant (incorporated by reference to
the Company's Registration Statement filed on July 10, 2000).
3.3 Bylaws of Registrant (incorporated by reference to the Company's
Registration Statement filed on July 10, 2000).
10.2(d) Stock Option Agreement between Registrant and Betty Fosseen
(incorporated by reference to the Company's Registration Statement filed on
July 10, 2000).
10.2(f) Stock Option Agreement between Registrant and J. Richard Relick
(incorporated by reference to the Company's Registration Statement filed on
July 10, 2000).
10.3 American Technologies LLC, Fosseen Manufacturing & Development, Mirenco,
Inc., Ethaco Agreements to Terminate Prior Agreements and Transfer License,
respectively (incorporated by reference to the Company's Registration
Statement filed on July 10, 2000).
10.4 Purchase Agreement Between Registrant and American Technologies, LLC
(incorporated by reference to the Company's Registration Statement filed on
July 10, 2000).
10.5 Environmental Regulatory Approvals with the U.S. Environment Protection
Agency and California Air Resources Board (incorporated by reference to the
Company's Registration Statement filed on July 10, 2000).
10.6 Summary of Patents and Associated Service Marks (incorporated by reference
to the Company's Registration Statement filed on July 10, 2000).
10.7 Copies of U.S. and Canadian Patents Issued to Dwayne L. Fosseen
(incorporated by reference to the Company's Registration Statement filed on
July 10, 2000).
10.8 Summary of Mexican Patents and Associated Protections Issued to Dwayne L.
Fosseen (incorporated by reference to the Company's Registration Statement
filed on July 10, 2000).
10.9 Rental Agreement Between Registrant and Fosseen Manufacturing &
Development, Inc (incorporated by reference to the Company's Registration
Statement filed on July 10, 2000).
10.10 March 31, 2000 Warrant Agreement between Registrant and Duncan, Blum &
Associates (incorporated by reference to the Company's Registration
Statement filed on July 10, 2000).
10.13 Lease for Land (incorporated by reference to the Company's Registration
Statement Amendment filed on April 17, 2001).
10.13(a) Stock Option Agreement between Registrant and Betty Fosseen
(incorporated by reference to the Company's Registration Statement
Amendment filed on April 17, 2001).
10.14 2001 Common Stock Compensation Plan (incorporated by reference to the
Company's 10KSB for the fiscal year ended December 31, 2001).
10.15 Cooperative Agreement between registrant and Iowa Foundation for
Educational Adminstration, Inc. (Incorporated by reference to the Company's
10QSB for the quarter ended September 30, 2002 filed on August 14, 2002).
10.16 Vehicle Purchase Agreement between registrant and Fosseen Manufacturing
Co., Inc. (Incorporated by reference to the Company's 10QSB for the quarter
ended September 30, 2002 filed on November 14, 2002).
10.17 Bank Note between registrant and Randall-Story State Bank. (Incorporated
by reference to the Company's 10QSB for the quarter ended September 30,
2002 filed on November 14, 2002).
10.18 Agreement between Richard A. Musal and registrant for Chief Financial
Officer Services. (Incorporated by reference to the Company's 10KSB for the
year ended December 31, 2002 filed on April 14, 2003).
10.19 Offer and Acceptance to purchase land from Dwayne Fosseen and spouse.
(Incorporated by reference to the Company's 10KSB for the year ended
December 31, 2002 filed on April 14, 2003).
10.20 Distribution Agreement with D-Max West, LLC for Exclusive Distribution
rights for California . (Incorporated by reference to the Company's 10KSB
for the year ended December 31, 2003 filed on April 14, 2004).
10.21 Distribution Agreement with D-Max West for exclusive distribution rights
for Arizona and Texas (Incorporated by reference to the Company's 10KSB for
the year ended December 31, 2003 filed on April 14, 2004).
10.22 Cancellation of distributor agreements between Mirenco and D-Max West
(Incorporated by reference to the Company's 10KSB for the year ended
December 31, 2003 filed on April 14, 2004).
10.23 Cancellation Of SPAP Company, LLC Sales Representative Agreement
(Incorporated by reference to the Company's 10KSB for the year ended
December 31, 2003 filed on April 14, 2004).
10.24 Sales Representative Agreement with Nevison Group, LLC (Incorporated by
reference to the Company's 10KSB for the year ended December 31, 2003 filed
on April 14, 2004).
13
10.25 Sales Agreement with Grant Brothers Sales. Ltd. (Incorporated by reference
to the Company's 10KSB for the year ended December 31, 2003 filed on April
14, 2004).
10.26 Cancellation of Sales Representative Agreement with Grant Brothers Sales,
Ltd. (Incorporated by reference to the Company's 10KSB for the year ended
December 31, 2003 filed on April 14, 2004).
10.27 Distributor Agreement with Integrated Vision Marketing (Incorporated by
reference to the Company's 10KSB for the year ended December 31, 2003 filed
on April 14, 2004).
*10.28 Employment Agreement with Joseph A. Cassis III.
*10.29 Employment Agreement with Richard A. Musal.
* 31.1 Certificate of Principal Executive Officer dated November 19,2004.
* 31.2 Certificate of Principal Financial Officer dated November 19, 2004.
* 32.1 Dwayne Fosseen's Certification dated November 19, 2004 pursuant to 18
U.S.C. SECTION 1350, as adopted pursuant to, SECTION 906 of the
Sarbanes-Oxley Act of 2002
* 32.2 Richard A. Musal's Certification dated November 19, 2004 pursuant to 18
U.S.C. SECTION 1350, as adopted pursuant to SECTION 906 of the
Sarbanes-Oxley Act of 2002
* Filed herewith
________________________________________________________________________________
(b) Reports on Form 8-K
There were no reports filed on Form 8-K during the third quarter of the year
ended December 31, 2004.
[The Balance of This Page Left Intentionally Blank]
14
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Mirenco, Inc.
(Registrant)
By: /s/ Richard A. Musal
Richard A. Musal
Chief Financial Officer
Date: November 19, 2004
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By: /s/ Dwayne Fosseen
Dwayne Fosseen
Chairman of the Board,
Chief Executive Officer
and Director
Date: November 19, 2004
By: /s/ Don Williams
Don Williams
Director
Date: November 19, 2004
By: /s/ Richard A. Musal
Richard A. Musal
Director, Chief Operating Officer,
and Secretary
15