U.S. Securities and Exchange Commission
Washington, D.C. 20549
Second Amendment to
FORM 10-KSB *
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007
Commission File No. 333-41092
MIRENCO, INC. (Name of small business issuer in its charter) IOWA 39-1878581 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 206 MAY STREET, RADCLIFFE, IOWA 50230 (Address of principal executive offices) (Zip Code) |
Issuer's telephone number (515) 899-2164
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered ------------------- --------------------------------- Common Stock, no par value NONE |
Securities registered under Section 12(g) of the Exchange Act:
NONE
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO __
Check if no disclosure of delinquent filers in response to Item 405 of Regulation S-B is contained in this Form 10-KSB, and no disclosure will be contained, to the best of Registrant's knowledge, in definitive proxy statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. X
The issuer's revenues for the most recent fiscal year were $616,307.
The aggregate market value of the voting stock held by nonaffiliates, based on the closing sale price of the over-the-counter market on March 31, 2008 was 1,404,728. As of March 31, 2008, there were 27,778,405 shares of Common Stock, no par value, outstanding.
*See explanatory note regarding amendment
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EXPLANATORY NOTE REGARDING AMENDMENT
We are amending this Form 10-KSB for the twelve months ended December 31, 2007 in response to comments from the SEC requesting certain disclosures regarding management’s evaluation of internal control over financial reporting. Item 8A(T) below replaces the section previously identified as Item 8A(T) on the Company’s Form 10-KSB/A filed with the SEC on August 28, 2008.
Except as described above, no changes were made to the Form 10-KSB as previously filed.
ITEM 8A(T). Controls and procedures
(a) Evaluation of Disclosure Controls and Procedures. Our principal executive officer and principal financial officer have reassessed the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, as appropriate to allow timely decisions regarding required disclosure.
Based on this evaluation and reassessment, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were not effective as of December 31, 2007. As discussed below, this conclusion is based upon our failure to include a report regarding Management's review of financial reporting controls and procedures with our Form 10-KSB as filed on April 1, 2008.
Management’s Report on Internal Control over Financial Reporting.
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) and has assessed the effectiveness of its control using the components established in the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our internal control over financial reporting has been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures are being made only in accordance with authorization of our management and directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
Management performed this evaluation as of the period ended December 31, 2007. As a result of this evaluation, management initially concluded that we maintained effective internal control over financial reporting as of December 31, 2007. Our original filing of Form 10-KSB on April 1, 2008, for the year ended December 31, 2007, however, did not include management’s report of this assessment of internal control over financial reporting. Based on the absence of this report, management has concluded that our internal controls over financial reporting were not effective as of December 31, 2007.
The Company is working closely with legal, accounting, and other professional services to address the deficiencies in its controls and procedures over financial reporting. It is Management's position that the deficiencies have been corrected and the new measures that have been put in place now ensure effective internal control over financial reporting.
(b) Changes in internal control over financial reporting. There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Our management team will continue to evaluate our internal control over financial reporting throughout 2008.
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/ Glynis M. Hendrickson -------------------------------------- Glynis M. Hendrickson Chief Financial Officer |
Date: September 25, 2008
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, Principal Executive Officer and Director |
Date: September 25, 2008
By:: /s/ Don Williams ----------------------------------- Don Williams Director |
Date: September 25, 2008
By:: /s/ Glynis M. Hendrickson -------------------------------------------- Glynis M. Hendrickson
Secretary |
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EXHIBIT 31.1
PRINCIPAL EXECUTIVE OFFICER CERTIFICATION
I, Dwayne Fosseen, Principal Executive Officer and President of Mirenco, Inc. (the “Small business issuer”) certify that:
1.
I have reviewed this report on Form 10-KSB/A of Small business issuer
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 annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4.
The small business issuer's other certifying officers 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 the small business issuer and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuers most recent fiscal quarter (the small business issuers fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuers internal control over financial reporting; and
5.
The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of small business issuer's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
.
Date: September 25, 2008
/s/Dwayne Fosseen
Dwayne Fosseen,
President and Principal Executive Officer
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EXHIBIT 31.2
CERTIFICATE OF PRINCIPAL FINANCIAL OFFICER
I, Glynis M. Hendrickson, Principal Financial Officer of Mirenco, Inc. (the “Small business issuer”) certify that:
1.
I have reviewed this report on Form 10-KSB/A of Small business issuer
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 annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4.
The small business issuer's other certifying officers 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 the small business issuer and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuers most recent fiscal quarter (the small business issuers fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuers internal control over financial reporting; and
5.
The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of small business issuer's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
Date: September 25, 2008
/s/ Glynis M. Hendrickson
Glynis M. Hendrickson,
Principal Financial Officer
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EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Dwayne Fosseen, Principal Executive Officer of Mirenco, Inc. (the “Company”), certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1)
The Company’s Annual Report on Form 10-KSB/A for the period ended December 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Dwayne Fosseen
Dwayne Fosseen
Principal Executive Officer and President
September 25, 2008
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EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Glynis M. Hendrickson, Principal Financial Officer of Mirenco, Inc. (the “Company”), certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1)
The Company’s Annual Report on Form 10-KSB/A for the period ended December 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Glynis M. Hendrickson
Glynis M. Hendrickson
Principal Financial Officer
September 25, 2008
.
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