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 March 31, 2002
[_] 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
incorporation or organization) Identification No.)
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: 13,274,687 shares of no par value
common stock as of March 31, 2002.
Transitional Small Business Disclosure Format (Check one): Yes [X] No [_]
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 future results, sale 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 10K filed on
April 1, 2002. The Company undertakes no obligation to update publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise.
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2
PART I - Financial Information
Item I. Financial Statements
MIRENCO, Inc.
(a development stage company)
BALANCE SHEETS
(unaudited)
March 31, March 31,
2002 2001
-------------- ---------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 2,804,187 $ 5,018,856
Accounts receivable 14,360 15,799
Inventories 213,418 83,373
Other 63,954 167,758
----------- -----------
Total current assets 3,095,919 5,285,786
PROPERTY AND EQUIPMENT, net 1,329,999 883,953
PATENTS AND TRADEMARKS, net of accumulated amortization
of $2,940 and $2,353 in 2002 and 2001, respectively 6,860 7,447
OTHER ASSETS 11,269 11,538
----------- -----------
$ 4,444,047 $ 6,188,724
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 16,847 $ 72,835
Accrued liabilities 17,008 39,555
----------- -----------
Total current liabilities 33,855 112,390
COMMITMENTS AND CONTINGENCIES - -
STOCK SUBJECT TO RESCISSION OFFER
Common stock, no par value; 1,508,908 shares issued and
outstanding 7,544,540 7,544,540
STOCKHOLDERS' DEFICIT
Common stock, no par value; 30,000,000 shares authorized,
11,765,779 and 11,697,779 shares issued and outstanding
at March 31, 2002 and 2001, resepectively 751,010 731,290
Additional paid-in capital 1,714,954 1,714,954
Deficit accumulated during development stage (5,600,312) (3,914,450)
----------- -----------
(3,134,348) (1,468,206)
----------- -----------
4,444,047 6,188,724
=========== ===========
3
MIRENCO, Inc.
(a development stage company)
STATEMENTS OF OPERATIONS
(unaudited)
Period from
February 21,
Three months Three months 1997
ended ended (inception) to
March 31, March 31, March 31,
2002 2001 2002
------------ ------------ --------------
Sales $ 23,054 $ 20,629 $ 458,422
Cost of sales 15,602 15,265 462,983
------------ ------------ --------------
Gross profit (loss) 7,452 5,364 (4,561)
Salaries and wages 172,732 157,173 1,638,629
Stock-based compensation - - 1,933,054
Royalty expenses 692 619 24,859
Marketing and advertising 15,949 21,229 475,560
Other general and administrative expenses 165,621 163,617 2,006,498
------------ ------------ --------------
354,994 342,638 6,078,600
------------ ------------ --------------
Loss from operations (347,542) (337,274) (6,083,161)
Other income (expense)
Interest income 24,853 80,769 498,114
Interest expense (235) - (15,265)
------------ ------------ --------------
24,618 80,769 482,849
------------ ------------ --------------
NET LOSS
$ (322,924) $ (256,505) $ (5,600,312)
============ ============ ==============
Net loss per share available for common
shareholders - basic and diluted $ (0.02) $ (0.02)
============ ============
Weighted-average shares outstanding -
basic and diluted 13,274,687 13,092,513
============ ============
4
MIRENCO, Inc.
(a development stage company)
STATEMENTS OF CASH FLOWS
(unaudited)
Period from
February 21,
Three months Three months 1997
ended ended (inception) to
March 31, March 31, March 31,
2002 2001 2002
------------ ------------- --------------
Cash flows from operating activities
Net loss $ (322,924) $ (256,505) $ (5,600,312)
Adjustments to reconcile net loss to net cash
and cash equivalents used in operating activities:
Stock-based compensation - - 1,933,054
Depreciation and amortization 21,077 8,243 103,310
(Increase) decrease in assets:
Accounts receivable (2,505) 24,568 (14,360)
Inventories (48,888) 9,128 (213,418)
Other (17,598) 824 (373)
Increase (decrease) in liabilities:
Accounts payable (30,616) 53,476 16,847
Accrued liabilities 3,842 (10,996) 17,008
------------ ------------- --------------
Net cash used in operating activities (397,612) (171,262) 3,758,244)
Cash flows from investing activities
Purchase of property and equipment - (240,245) (1,430,369)
Purchase of patents and trademarks - - (9,800)
------------ ------------- --------------
Net cash used in investing activities - (240,245) (1,440,169)
Cash flows from financing activities
Proceeds from sale of stock, net
of offering costs - - 8,504,500
Refund of common stock in rescission offer - (261,700) (261,700)
Distribution to stockholders - - (240,200)
------------ ------------- --------------
Net cash provided (used) by financing activities - (261,700) 8,002,600
------------ ------------- --------------
Change in cash and cash equivalents (397,612) (673,207) 2,804,187
Cash and cash equivalents, beginning of period 3,201,799 5,692,063 -
------------ ------------- --------------
Cash and cash equivalents, end of period $ 2,804,187 $ 5,018,856 $ 2,804,187
============ ============= ==============
Supplementary disclosure of cash flow information:
Cash paid during the year for:
Interest $ - $ 14,990 $ 14,990
5
MIRENCO, Inc.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2002 and 2001
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the Company's significant accounting policies consistently
applied in the preparation of the accompanying financial statements follows.
1. Nature of Business
MIRENCO, Inc. (the Company) was incorporated as an Iowa corporation in 1997.
The Company is a global marketing company that performs testing services and
distributes a variety of automotive and aftermarket products for which they
have exclusive licensing rights. The products primarily reduce emissions and
increase vehicle performance.
2. Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents. Interest
income is generated from cash invested in these short-term financial
instruments.
3. Revenue Recognition
Revenue is recognized from sales when a product is shipped and from services
when they are performed.
4. Inventories
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.
5. Income Taxes
The Company accounts for income taxes under the asset and liability method
where deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax
rates applied to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized in income
in the period that includes the enactment date. Deferred tax assets are
recognized to the extent management believes that it is more likely than not
that they will be realized.
6. Patents and Trademarks
Patents and trademarks will be amortized on the straight-line method over
their remaining legal lives of approximately 8 years. The company recorded
amortization expense of $245 and $489 for the three months ended March 31,
2002 and 2001, respectively.
6
MIRENCO, Inc.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
March 31, 2002 and 2001
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
7. Property and Equipment
Property and equipment are stated at cost. The Company provides for
depreciation on the straight-line method over the estimated useful lives of
three years for computer equipment, five years for manufacturing and test
equipment and other equipment, and 39 years for building.
8. Impairment of Long-Lived Assets
Impairment losses are recognized for long-lived assets when indicators of
impairment are present and the undiscounted cash flows are not sufficient to
recover their carrying amounts. The impairment loss is measured by comparing
the fair value of the asset to its carrying amount.
9. Stock-Based Compensation
The Company has adopted the disclosure provisions of Statement of Financial
Accounting Standards No. 123 ("SFAS No. 123"), "Accounting for Stock-Based
Compensation," and elected to continue the accounting set forth in
Accounting Principles Board Opinion No. 25 ("APB No. 25"), "Accounting for
Stock Issued to Employees." This opinion requires that for options granted
at less than fair market value, a compensation charge must be recognized for
the difference between the exercise price and fair market value.
10. Net Loss Per Share
Basic net loss per share is calculated on the basis of the weighted-average
number of common shares outstanding during the periods, which includes the
effects of all stock splits. Net loss per share, assuming dilution, is
calculated on the basis of the weighted-average number of common shares
outstanding and the dilutive effect of all potential common stock
equivalents. Net loss per share assumes dilution for the three months ended
March 31, 2002 and 2001 is equal to basic net loss per share, since the
effect of common stock equivalents outstanding during the periods is
antidilutive.
11. Fair Value of Financial Instruments
The Company's financial instruments consist of cash, accounts receivable,
accounts payable, and accrued expenses. The carrying amounts of financial
instruments approximate fair value due to their short maturities.
12. Royalty Expense
Royalty expense is recorded and paid based upon the sale of products,
services, and rights related to patents according to a contractual
agreement.
13. Advertising
Advertising costs are charged to expense as incurred and were $15,949 and
$21,229 for the three months ended March 31, 2002 and 2001, respectively.
7
MIRENCO, Inc.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
March 31, 2002 and 2001
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
14. Offering Costs
Specific incremental costs directly attributable to the Company's equity
offerings, including advertisements in newspaper, radio and direct mail,
letters, printing costs and certain identifiable legal fees, are charged
against the gross proceeds of the offerings.
15. Software Development Costs
The Company capitalizes software development costs when project
technological feasibility is established and concludes when the product is
ready for release. To date, no amounts have been capitalized. Research and
development costs related to software development are expensed as incurred.
16. Research and Development
The Company expenses research and development costs as incurred. Such costs
include certain prototype products, test parts, consulting fees, and costs
incurred with third parties to determine feasibility of products. Costs
incurred for research and development were $39,923 and $22,855 for the three
months ended March 31, 2002 and 2001, respectively.
17. Accounts Receivable
The Company considers accounts receivable to be fully collectible;
accordingly no allowance for doubtful accounts is required. If amounts
become uncollectible, they will be charged to operations when that
determination is made.
18. Use of Estimates
In preparing financial statements in conformity with accounting standards
generally accepted in the United States of America, management is required
to make estimates and assumptions that affect the reported amounts of assets
and liabilities, the disclosure of contingent assets and liabilities at the
date of the financial statements, and revenues and expenses during the
reporting period. Actual results could differ from those estimates.
19. Basis of Presentation
The accompanying financial statements of Mirenco, Inc., included herein are
unaudited, but include all adjustments consisting of normal recurring
accruals which the Company deems necessary for a fair presentation of its
financial position, results of operations and cash flows for the interim
period. Such results are not necessarily indicative of results to be
expected for the full year. These 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 10K filed on April 1, 2002.
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8
MIRENCO, Inc.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
March 31, 2002 and 2001
NOTE B - STOCK SUBJECT TO RESCISSION OFFER
On August 12, 2000, the Company 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
temporary equity.
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 thirty 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 $14,990 in interest at 8% annually.
As a result of the Rescission Offer, the Company classified the Iowa-Only
Offering Shares and proceeds as temporary equity. These shares will remain
in temporary equity until such time as the violations under the securities
laws have been cured. The Company believes that Iowa-Only Offering
Stockholders are estopped from arguing injury now that the Iowa-Only
Offering is closed. However, the Company will continue to be contingently
liable to such stockholders during the statute of limitations, a period of
three years from the date of the original sale of Iowa-Only Offering Shares.
The Company is unable to quantify the amount of such contingent liability
because the claim must be brought through individual lawsuit, the Company
intends to vigorously defend any such lawsuit believing it has valid
defenses, and, finally, management considers the probability that it will
incur any obligation under such contingent liability to be remote. The
Company will continue to assess the effect of this contingent liability on
its financial statements during the three-year period.
During the three-year period that the Company continues to be contingently
liable, to the extent that any of the Iowa-Only Offering Stockholders obtain
a judgment for damages against the Company, if material, the judgment could
impact the Company's liquidity and its ability to implement its business
plan and continue as a going concern.
NOTE C - STOCK WARRANTS
On May 15, 1999, the Company's stockholders authorized the Company to sell
up to 150,000 shares of the Company's common stock at $5 per share. These
shares will also require the Company to issue four stock warrants for each
share of common stock purchased. The exercise price for these warrants
totals $5 per share and may be exercised at any time prior to June 15, 2002.
Total shares issued were 66,979, which resulted in proceeds of $334,895. At
March 31, 2002 and 2001, the Company had 267,916 outstanding warrants. On
April 24, 2002 the Company's Board of Directors voted to extend the
expiration date for these warrants to 5:00 PM Central Daylight Savings Time
("CDST") on June 24, 2004.
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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. DriverMax(R) accounts for
approximately 73% of our product sales during our development stage, being the
most readily marketable of our fully developed products. HydroFire(R) accounts
for the remainder. No sales have been conditioned on other performance or
approval. Relatively high management, personnel, consulting and marketing
expenditures have been incurred since inception in preparation for the
commercialization of our products.
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, we undertook an offering to rescind the
earlier Iowa-Only Offering in an offering effective January 26, 2001. The
Rescission Offer terminated on February 26, 2001 with the result that we
refunded 52,340 shares or $261,700, incurring interest expense of $14,990. As a
result, at March 31, 2002, the 1,508,908 Iowa-Only Offering Shares, in the
amount of $7,544,540, are classified as temporary equity. These shares will
remain in temporary equity until such time as the violations under the
securities laws have been cured. Now that the Rescission Offer is closed,
management believes that Iowa-Only Offering Stockholders are estopped from
alleging injury. However, we will continue to be contingently liable to such
stockholders during the statute of limitations, a period of three years from the
date of the original sale of Iowa-Only Offering Shares. We are unable to
quantify the amount of any such contingent liability because the claim must be
brought through individual lawsuit, which we would vigorously defend with valid
defenses, and we consider the probability of any obligation under such
contingent liability to be remote. We will continue to assess the effect of this
contingent liability on our financial statements during the statute of
limitations.
Liquidity and capital resources
Cash and Equivalents are currently the Company's only source of
liquidity. There were no material commitments for capital expenditures as of
March 31, 2002. In addition there are no planned material capital expenditures
as of March 31, 2002 which may require the use of financing. At March 31, 2001
the Company had outstanding commitments totaling approximately $436,000 to
finish the new corporate headquarters facility, which was completed in August
2001. The changes in Cash and Equivalents for the three months ended March 31,
2002 and 2001 can be reviewed in the Statements of Cash Flows in PART I Item 1
above. As planned sales of our products and services occur during 2002,
management hopes to achieve greater economies of scale with regard to
distribution, selling, general and administrative expenses. However, it is
reasonably likely that cash and equivalents will continue to decrease during
2002 with a corresponding decrease in interest income until formal sales
agreements can be secured with potential customers, which is expected to occur
beginning in the second quarter of 2002.
Since acceptance or the affirmative rejection or failure to respond to
the Rescission Offer does not act as a release of claims, eligible Iowa-Only
Offering Stockholders who have accepted, rejected, or failed to respond to the
Rescission Offer retain any rights of claim they may have under federal
securities laws. Any subsequent claims by an Iowa-Only Offering Stockholder are
subject to any defenses we may have, including the running of the statute of
limitations and/or estoppel. In general, to sustain a claim based on violations
of the registration provisions of federal securities laws, the claim must be
brought within one year after discovery of the violation upon which the claim is
based, in this case, based on the date of the sale (or three years from the date
of the original sale of Iowa-Only Offering Shares). Under the principle of
estoppel, the person bringing a claim must carry the burden of proof of why he
or she took no action under the Rescission Offer and/or how he or she may have
been injured.
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.
10
Results of Operations
There were no material changes in gross sales and cost of sales for the
three months ended March 31, 2002 compared to the three months ended March 31,
2001. In the future management hopes to realize increased licensing revenue with
the implementation of a recently signed (February 19, 2002) sales representation
agreement between the Company and SPAP COMPANY LLC, a limited liability company
based in California. SPAP is a company engaged in international trade on a
worldwide basis with over fourteen years of experience in the international
marketplace and has developed a significant presence and expertise in the Asian
Pacific, European and other world markets. The Company is desirous of selling or
licensing its product(s) into the Japanese market and world market and has
contracted with SPAP to contact Original Equipment Manufacturers (OEM) and
Aftermarket customers in the Asian Pacific market and determine the methods by
which that market can be commercially penetrated through SPAP as a sales
representative. Management continues to pursue other means of distributing our
products and services domestically as well.
A total of fourteen individuals were employed with the Company at March
31, 2002 compared to only eleven at March 31, 2001 causing the net $15,559
increase in salaries and wages expense for the three months ended March 31, 2002
over the same period a year ago. Due to several personnel additions during later
quarters of 2001, and several terminations of higher paid personnel early in the
first quarter of 2002, total salaries and wages expense for the fiscal year
ending December 31, 2002 is actually expected to be lower than that of the
fiscal year ending December 31, 2001, assuming no further changes during 2002.
Royalty expense for the three months ended March 31, 2002 and 2001 was
3% of sales calculated per the patent purchase agreement with American
Technologies.
Marketing and advertising expenses during the three months ended March
31, 2002 were all product related, while during the three months ended March 31,
2001 we incurred expenses totaling $15,385 which were classified as advertising
and were associated with printing and mailing information to shareholders
explaining the rescission offer described above. Actually the marketing campaign
of our products was intensified during the three months ended March 31, 2002
with advertisements placed in three major transportation, fleet maintentance,
and OEM publications.
A comparative breakdown of "Other general and administrative expenses"
per the Statements of Operations included in PART I Item 1above is as follows:
Three months Three months
ended ended
March 31, March 31,
2002 2001 Note
------------- ------------
Depreciation and amortization $ 21,077 $ 8,243 1
Insurance 10,276 2,822 2
Legal and accounting 38,062 74,163 3
Office expenses 11,473 23,364 4
Research and development 39,923 22,855 5
Travel 27,386 18,920 6
Utilities 17,424 13,250 1
---------- ----------
Total general and administrative expenses $ 165,621 $ 163,617
========== ==========
1 The corporate headquarters facility, valued at $1,226,292 was
placed into service during the second quarter of 2001, which explains
the material increase in depreciation and amortization expense for the
three months ended March 31, 2002 compared to the same three-month
period a year ago. Since this facility is larger than the former
headquarters location, utilities expenses are also slightly higher in
the first quarter of 2002 compared to 2001.
2 The increase in insurance expense is primarily due to a rise
in premium rates for directors' and officers' liability coverage.
Rates for this type of coverage have increased nationwide over the
past year.
3 The legal and accounting expenses incurred during the first
quarter of 2001 were related to the rescission offer described above.
The expenses recorded for the first quarter of 2002 in this category
relate to ordinary audit and legal expenses associated with public
filings and normal business operations.
4 During the three months ended March 31, 2001 regular periodic
mailings were being prepared and sent to all shareholders for the
purpose of keeping them informed of corporate progress. Once the
Company was listed on the Over The Counter Bulletin Board (OTCBB),
these mailings ceased. All press releases are now done electronically,
thereby reducing the cost of office supplies and postage.
11
5 An outside consultant was hired during June of 2001 for the
purpose of developing our EconoCruise(R) product line. This research
and development project continued during the three months ended March
31, 2002 resulting in project payments during the first quarter of
$20,738. The remaining research and development expenses for the three
months ended March 31, 2002 and 2001 relate to in-house testing of the
DriverMax(R) product line.
6 The increase in first quarter travel expenses during 2002
over the first quarter of 2001 was due to four major sales trips taken
in the first three months of 2002 for the purpose of promoting our
products. Only one trip of this nature was made during the first
quarter of 2001. In addition, during the first quarter of 2002 the
Company began to incur travel costs associated with its newest
marketing effort aimed at cleaning up the diesel school bus fleet in
the United States. Basically, we intend to have our first marketing
model in the state of Iowa, where we hope to be testing approximately
6,000 school buses twice each year to identify the acuteness of Iowa's
school bus particulate (black smoke) problem. Once the initial
baseline testing has been completed, we will be using our DriverMax(R)
technology plus our knowledge of engine combustion to advise
maintenance personnel in each school district in maintaining their
diesel engines more effectively.
Interest income continues to decline with decreasing Cash and Equivalent
balances and low certificate of deposit interest rates.
Recent Accounting Pronouncements
There are no recently issued accounting standards for which the impact on
our financial statements at March 31, 2002 and 2001 is not known.
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12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
None
b. Reports on Form 8-K
There were no reports filed on Form 8-K during the three months
ended March 31, 2002.
13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MIRENCO, INC.
Date: May 14, 2002 By: /s/ Dwayne Fosseen
-------------------------
Dwayne Fosseen
Chairman and Chief Executive Officer
Date: May 14, 2002 By: /s/ Debbie L. Pickard
-------------------------
Debbie L. Pickard
Chief Financial Officer
14