<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                  FORM 10-QSB


                    Pursuant to Section 13 or 15(d) of the
                            Securities Act of 1934

 For the Quarter Ended                                 Commission File Number
    March 31, 2001                                            333-41092


                                 MIRENCO, INC.
              (Exact name of registrant as specified in charter)

         Iowa                                                 39-1878581
  ------------------                                     ---------------------
      (State of                                              (IRS Employer
    Incorporation)                                        Identification No.)

                            206 May St. PO Box 343
                              Radcliffe, IA 50230
                   (Address of Principle Executive Offices)

                                 800-423-9903
              (Registrants telephone number including area code)


Check mark whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 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 [___]          NO [ X ] *
                                           ---

     *  Not applicable since Registrant became subject to Section 15(d) on and
        after January 26, 2001.

The Registrant has 13,206,787 shares of common stock, no par value per share
issued and outstanding as of March 31, 2001.

Traditional Small Business Disclosure Format

                    YES [ X ]          NO [___]
                         ---
<PAGE>

                              PART I - Financial Information

Item I.   Financial Statements

                                 MIRENCO, Inc.
                         (a development stage company)

                                BALANCE SHEETS
                                  (unaudited)


<TABLE>
<CAPTION>
                                                                                      March 31,              March 31,
                                                                                        2001                   2000
                                                                                   ---------------        ---------------
<S>                                                                                <C>                   <C>
        ASSETS
CURRENT ASSETS
     Cash and cash equivalents                                                     $     5,018,855        $     2,223,050
     Accounts receivable                                                                    15,799                 16,403
     Inventories                                                                            83,373                 62,550
     Other                                                                                 167,759                 78,997
                                                                                   ---------------        ---------------
              Total current assets                                                       5,285,786              2,381,000
PROPERTY AND EQUIPMENT, net                                                                883,954                 26,912

PATENTS AND TRADEMARKS, net of accumulated amortization
     of $2,353 and $451 in 2001 and 2000, respectively                                       7,447                  9,349

OTHER ASSETS                                                                                11,538                      -
                                                                                   ---------------        ---------------
                                                                                   $     6,188,725        $     2,417,261
                                                                                   ===============        ===============

        LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
     Accounts payable                                                              $        72,834        $        11,873
     Accrued liabilities                                                                    39,556                 35,976
                                                                                   ---------------        ---------------
              Total current liabilities                                                    112,390                 47,849

COMMITMENTS AND CONTINGENCIES                                                                    -                      -

STOCK SUBJECT TO RESCISSION OFFER
     Common stock, no par value; 1,508,908 and 520,996 shares
        issued and outstanding at March 31, 2001 and 2000, respectively                  7,544,540              2,604,980

STOCKHOLDERS' DEFICIT
     Common stock, no par value; 30,000,000 shares authorized,
        11,697,779 shares issued and outstanding                                           731,290                847,322
     Additional paid-in capital                                                          1,714,954              1,939,954
     Deficit accumulated during development stage                                       (3,914,449)            (3,022,844)
                                                                                   ---------------        ---------------
                                                                                        (1,468,205)              (235,568)
                                                                                   ---------------        ---------------
                                                                                   $     6,188,725        $     2,417,261
                                                                                   ===============        ===============
</TABLE>

       The accompanying notes are an integral part of these statements.

                                       2
<PAGE>

                                 MIRENCO, Inc.
                         (a development stage company)

                           STATEMENTS OF OPERATIONS
                                  (unaudited)


<TABLE>
<CAPTION>
                                                                                             Period from
                                                                                             February 21,
                                                    Three Months        Three Months             1997
                                                        Ended               Ended           (inception) to
                                                      March 31,            March 31,           March 31,
                                                        2001                 2000                2001
                                                   ---------------     ----------------    ---------------
<S>                                                <C>                 <C>                 <C>
Sales                                               $     20,629        $      31,864       $    378,202

Cost of sales                                             15,264               30,483            402,422
                                                   ---------------     ----------------    ---------------
           Gross profit (loss)                             5,365                1,381            (24,220)

Salaries and wages                                       157,173              118,165            869,900
Stock-based compensation                                       -                    -          1,933,054
Royalty expenses                                             619                  956             22,452
Marketing and advertising                                 21,229                9,581            151,107
Other general and administrative expenses                163,616               98,138          1,232,301
                                                   ---------------     ----------------    ---------------
                                                         342,637              226,840          4,208,814
                                                   ---------------     ----------------    ---------------
           Loss from operations                         (337,272)            (225,459)        (4,233,034)

Other income (expense)
     Interest income                                      80,769               14,418            333,575
     Interest expense                                          -                    -            (14,990)
                                                   ---------------     ----------------    ---------------
                                                          80,769               14,418            318,585
                                                   ---------------     ----------------    ---------------
           NET LOSS                                 $   (256,503)       $    (211,041)      $ (3,914,449)
                                                   ===============     ================    ===============
Net loss per share available for common
  shareholders - basic and diluted                  $      (0.02)       $       (0.02)
                                                   ===============     ================
Weighted-average shares outstanding -
  basic and diluted                                   13,232,857           12,100,515
                                                   ===============     ================
</TABLE>


       The accompanying notes are an integral part of these statements.

                                       3
<PAGE>

                                 MIRENCO, Inc.
                         (a development stage company)

                           STATEMENTS OF CASH FLOWS
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                                                       Period from
                                                                                                       February 21,
                                                                Three Months        Three Months           1997
                                                                    Ended               Ended         (inception) to
                                                                  March 31,           March 31,          March 31,
                                                                    2001                2000               2001
                                                               ---------------     ---------------   ---------------
<S>                                                            <C>                 <C>               <C>
Cash flows from operating activities
     Net loss                                                   $   (256,503)       $   (211,041)     $ (3,914,449)
     Adjustments to reconcile net loss to net cash
       and cash equivalents used in operating activities:
        Stock-based compensation                                           -                   -         1,933,054
        Depreciation and amortization                                  8,244               1,870            28,256
        (Increase) decrease in assets:
           Accounts receivable                                        24,568              92,306           (15,799)
           Inventories                                                 9,128             (25,500)          (83,373)
           Other                                                         821              (1,963)         (104,447)
        Increase (decrease) in liabilities:
           Accounts payable                                           53,475             (71,185)           72,834
           Accrued liabilities                                       (10,995)             (7,815)           39,556
                                                               ---------------     ---------------   ---------------
              Net cash used in operating activities                 (171,262)           (223,328)       (2,044,368)

Cash flows from investing activities
     Purchase of property and equipment                             (240,246)             (9,658)         (909,857)
     Purchase of patents and trademarks                                    -                   -            (9,800)
                                                               ---------------     ---------------   ---------------
              Net cash used in investing activities                 (240,246)             (9,658)         (919,657)

Cash flows from financing activities
     Proceeds from sale of stock, net
        of offering costs                                                  -           1,744,424         8,484,780
     Refund of common stock in rescission offer                     (261,700)                  -          (261,700)
     Distribution to stockholders                                          -                   -          (240,200)
                                                               ---------------     ---------------   ---------------
              Net cash provided by financing activities             (261,700)          1,744,424         7,982,880
                                                               ---------------     ---------------   ---------------
Change in cash and cash equivalents                                 (673,208)          1,511,438         5,018,855

Cash and cash equivalents, beginning of period                     5,692,063             711,612                 -
                                                               ---------------     ---------------   ---------------

Cash and cash equivalents, end of period                        $  5,018,855         $ 2,223,050      $  5,018,855
                                                               ===============     ===============   ===============
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       4
<PAGE>

                                 MIRENCO, Inc.
                         (a development stage company)
                         NOTES TO FINANCIAL STATEMENTS
                                March 31, 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 marketing company that distributes a variety of automotive
  and aftermarket products for which they have exclusive licensing rights. The
  products primarily reduce emissions and increase vehicle performance. The
  Company's products are sold primarily in the domestic market.

  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 9 years.

                                       5
<PAGE>

                                 MIRENCO, Inc.
                         (a development stage company)
                   NOTES TO FINANCIAL STATEMENTS - CONTINUED
                                March 31, 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, 2001
  and 2000 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.

                                       6
<PAGE>

                                 MIRENCO, Inc.
                         (a development stage company)
                   NOTES TO FINANCIAL STATEMENTS - CONTINUED
                                March 31, 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.

 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 generally accepted
 accounting principles, 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 SB-2
 filed on May 11, 2001.

                  [Balance of page left intentionally blank]

                                       7
<PAGE>

                                MIRENCO, Inc.
                         (a development stage company)
                  NOTES TO FINANCIAL STATEMENTS - CONTINUED
                                March 31, 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 in an offering effective January 26,
  2001. The Rescission Offer terminated on February 26, 2001 with the result
  that the Company refunded 52,340 shares or $261,700, incurring interest
  expense of $14,990. As a result, at March 31, 2001, 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. Subsequent to the close
  of the Rescission Offer, the Company believes that Iowa-Only Offering
  Shareholders are estopped from arguing injury. However, the Company will
  continue to be contingently liable to such shareholders during the statute of
  limitations, a period of one year from the date of the Rescission Offer (or
  three years from the date of the original offer). The Company is unable to
  quantify the amount of such contingent liability, 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 as remote. The Company will continue to assess the effect of this
  contingent liability on its financial statements during the period of the
  contingent liability.

                  [Balance of page left intentionally blank]

                                       8
<PAGE>

Item 2.

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General and Background

     We develop and market technologically advanced products for throttle
control of internal combustion vehicles that improve fuel efficiency, reduce
environmental emissions and reduce vehicle maintenance. Our primary products are
derived from technology patented in the U.S., Mexico and Canada and are:
DriverMax(R), DriverMax(R) Software, HydroFire(R) Injection, HydroFire(R) Fluid
HydroFire(R) Lubricant and EconoCruise(R). Our newest product offering,
EconoCruise(R), is a new and improved version of our product line utilizing
other input sensors including Global Positioning System technology and ambient
sensor features. We believe that we are the first to provide a product that
incorporates Global Positioning System technology into a throttle-control
application using "Satellite-to-Throttle(TM) technology. We intend to market our
products both domestically and internationally and intend to license our
patented technology to automakers for use on their new model vehicles. We expect
our revenues to increase as a result of the broader market penetration, license
revenues and new products scheduled for introduction over the next 6 to 36
months.

     We have incurred losses during our fiscal years ended December 31, 2000 and
1999 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 more than 90% of our product sales during our
development stage, being the most readily marketable of our fully developed
products. HydroFire(R) units account for the remainder. No sales have been
conditioned on other performance or approval. The losses incurred to date are
considered normal for a development stage company. Other costs were incurred
during the past three years to prepare us for commercialization of our products,
including additional management, personnel, consultants and marketing
expenditures. We expect that, as sales increase, there will also be increases in
the total amounts of distribution and selling, general and administrative
expenses. However, as a percentage of sales, these expenses should decline.

     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 $261,700 for 52,340 shares returned and canceled, incurring total
interest expense of $14,990. The net investment of the Iowa-Only Offering was
$7,544,540, having issued 1,508,908 shares. Though the period of the rescission
offer has terminated, we nonetheless may continue to be liable to Iowa-Only
Offering Shareholders under relevant federal laws for a period of up to one year
after discovery of the violation upon which a claim by an Iowa-Only Offering
Shareholder may be based (or three years from the date of the original July 30,
1999 offering). However, since extending this Rescission Offer is believed to
have eliminated any damages element, the potential financial impact of the
Rescission Offer is highly speculative and, in any event, is not expected to
have a material adverse impact on our operations. While unlikely in the opinion
of Mirenco and its securities attorney, in the event claims are brought against
the company and are successful, the post-rescission financial impact could
result in a maximum obligation of $7,544,540, which is the number of outstanding
shares subject to the prior offering that violated Section 5 of the Securities
Act and were not rescinded, multiplied by the offering price.

Results of Operations

     Sales decreased $11,235 or 35% for the three months ended March 31, 2001
compared to the same period at 2000. During our development stage, we have
continued to focus management and other resources on raising equity capital and
developing our products. This was again true during the first quarter of 2001 as
we worked toward the effective date of the Resission Offer of January 26, 2001
and the termination of the offer on February 26, 2001. Sales have occurred
sporadically during the development stage creating differences between
comparative periods. No trends or seasonality have yet to be identified. During
the first three months of 2001, we began developing a new sales strategy founded
upon collecting emissions data before and after the use of our products and
providing continuing emission testing services of our installed products.

     Cost of sales decreased $15,219 or 50% from 2000 to 2001, costs
representing 96% and 74% of sales, respectively. The decrease in cost of sales,
and resulting increase in gross margin, is related to the change in management
focus during the first quarter to use production personnel to gather data from
existing customers to meet our ongoing research and development and customer
service needs and thus not be charged to production overhead. Production
overhead was further reduced because 2001 sales were made to existing customers
who require no installation assistance from us. Management believes cost of
sales will range between 40% and 60% of sales as increased unit sales levels
cover production overhead and unit costs .

     Operating expenses increased $115,798 or 51% from 2000 to 2001. The
increase is primarily attributable to approximately $54,000 additional
accounting services required to complete the Recission Offer prospectus. Another
$40,000 increase in operating expenses occurred as a result of implementing a
medical benefit plan, hiring one new employee and charging former production

                                       9
<PAGE>

personnel into R&D and customer service functions. Approximately $12,000 of
increased advertising occurred based on recording shareholder newsletter
mailings as advertising expense instead of a cost of fund raising. Throughout
our self-underwritten, Iowa-Only Offering, we updated shareholders and potential
shareholders regarding company developments as a means to raise awareness and
increase sales of the offer. Such costs were recorded as offering costs, a
decrement to shareholders equity. Upon completion of the Iowa-Only Offering, we
continued to incur similar costs; however, these costs were expensed as
incurred. The remaining approximately $10,000 was from other G&A changes.

     Royalty expense for the three months ended March 31, 2001 and 2000 was 3%
of sales calculated per the patent purchase agreement with American
Technologies.

     Our net loss increased from $211,041 in 2000 to $256,503 in 2001 primarily
as a result of increased costs to complete the rescission offer, low sales, and
increased research and development and marketing efforts in 2001 to collect
emissions data from existing customers.

Liquidity and Capital Resources

     We have not yet commenced generating substantial revenue. We expect to fund
development expenditures and incur losses until we are able to generate
sufficient income and cash flows to meet these expenditures and other
requirements. Having closed our Rescission Offer refunding $261,700 or 3.4% of
the original $7,806,240, we believe we currently have adequate cash reserves to
continue to cover anticipated expenditures and cash requirements. Prior to the
effective date of the Rescission Offer, management believed less than 10% of the
Iowa-Only Offering Shareholders would accept the Rescission Offer.

     Since our inception in 1997, we have primarily relied on the sources of
funds discussed in "Cash Flows" below to finance our testing and operations. We
believe that the proceeds raised from the Iowa-Only Offering, net of the
Rescission Offer, will be adequate to continue our operations, including the
marketing launch contemplated in our Iowa-Only Offering and SB-2, and expansion
of sales efforts, inventories, and accounts receivable through the next three
years.

     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 Shareholders who have accepted, rejected or failed to respond to the
Rescission Offer would retain any rights of claim they may have under federal
securities laws. Any subsequent claims by an Iowa-Only Offering Shareholder
would be 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, on the date of the prospectus (or three years
from the date of the original offer). 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.

     We have been evaluating financing and capitalization alternatives as part
of our long-term business plans. These alternatives include the sale of
preferred stock and warrants. To preserve operating funds, we have also
developed a strategic plan that provides for reductions of expenditures and a
prioritization of development options. Further, as a result of this
registration, we could receive up to approximately $2.25 million from the
exercise of options and warrants by selling shareholders. However, since many of
the options and warrants bear an exercise price of $5.00 per share, we
anticipate that selling shareholders will only exercise if the eventual market
price of our common stock exceeds $5.00 per share. Otherwise, we have no way to
estimate the dollar amount, if any, that we will receive from the exercise of
options and warrants.

     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.

Cash Flows for the Three Months Ended March 31, 2001 and 2000

     Since our inception, February 21, 1997, through March 31, 2001, our
activities have been organizational, devoted to developing a business plan and
raising capital. Where these costs are indirect and administrative in nature,
they have been expensed in the accompanying statements of operations. Where
these costs relate to capital raising and are both directly attributable to our
offerings and incremental, they have been treated as offering costs in the
accompanying balance sheets. Therefore, all indirect costs, such as management
salaries, have been expensed in the period in which they were incurred.

     Net cash used in operating activities for the three months ended March 31,
2001 and 2000 was $171,262 and $223,328, respectively. The use of cash in
operating activities was primarily related to our net losses and significant
changes in working capital components, including payables and receivables.

                                       10
<PAGE>

     Net cash used in investing activities for the three months ended March 31,
2001 and 2000 was $240,246 and $9,658, respectively. The use of cash in
investing activities in 2001 was primarily attributed to approximately $230,000
construction costs for our new headquarters facility.

     Net cash provided by financing activities during the three months ended
March 31, 2001 and 2000 was $261,700 and $1,744,424, respectively. The source of
the financing was proceeds from the issuance of shares of common stock in our
Iowa-Only Offering and refunds resulting from the Rescission Offer.

Recent Accounting Pronouncements

     There are no recently issued accounting standards for which the impact on
our financial statements at March 31, 2001 and 2000 is not known.

Forward-looking Statements

     Statements contained in this document which are not historical fact are
forward-looking statements based upon management's current expectations that are
subject to risks and uncertainties that could cause actual results to differ
materially from those set forth in or implied by forward-looking statements.


                          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

        None

                                       11
<PAGE>

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 18, 2001     By: /s/ Dwayne Fosseen
                       ----------------------
                       Dwayne Fosseen
                       Chairman and Chief Executive Officer


Date: May 18, 2001     By: /s/ Darrell R. Jolley
                       -------------------------
                       Darrell R. Jolley
                       Chief Financial Officer

                                       12