April 28, 2005

Mail Stop 03-05

Via US Mail and Facsimile

Mr. Richard A. Musal
Chief Financial Officer
206 May Street
Radcliffe, Iowa 50230

Re:	Mirenco, Inc.
	Form 10-KSB for the fiscal year ended December 31, 2004
	Commission file # 000-32819:

Dear Mr. Musal:

We have reviewed the above referenced filing and have the
following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

Please understand that the purpose of our review process is to
assist
you in your compliance with the applicable disclosure requirements
and
to enhance the overall disclosure in your filing.  We look forward
to
working with you in these respects.  We welcome any questions you
may
have about our comments or any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

* * * * * * * * * * * * * * * * * * * * * * *

Form 10-KSB for the year ended December 31, 2004

Management`s Discussion and Analysis, page 12

1. We note that your MD&A section does not include your
significant
(critical) accounting estimates.  In future filings, please
include a
discussion regarding your estimates and assumptions that may be
material due to the levels of subjectivity and judgment necessary
and
that have a material impact on your financial condition or
operating
performance.  See SEC Release No. 33-8350. (i.e. FR-72: Section
V).
MD&A - Recent Accounting Pronouncements, page 16

2. We note your disclosure that you do not believe any recently
issued
accounting standards will have an impact on your financial
statements.
Considering your disclosure in Note A in the notes to the
financial
statements, that you are currently assessing the effect of SFAS
No.
123(R), we believe that in future filings you should provide a
discussion in MD&A similar to that included in the Note, which
states
that you are still assessing the effect of the adoption of SFAS
No.
123(R).   However, in view of the difference between the pro forma
and
as reported net loss amounts disclosed in Note L, the impact could
be
significant to your results of operations.  See SAB Topic 11M.

Financial Statements

3. We note that on page12 of MD&A and in Note B to the financial
statements your disclosures make reference to a development stage
enterprise, however the last year in which the financial
statements
were designated as a "development stage enterprise," was the year
ended December 31, 2001.  In order to clarify your disclosure,
please
revise future filings to omit language regarding a development
stage
enterprise, or make it clear you are no longer a development stage
enterprise.

Notes to the Financial Statements

- - General

4. We note from Item 11 that Dwayne Fosseen, Director, Chairman of
the
Board and CEO owns 54% of the common stock and has the effective
power
to control the vote on substantially all significant matters
without
the approval of other stockholders.  In future filings, please
revise
the footnotes to the financial statements to disclose the
existence of
this potential control relationship with respect to your
outstanding
common shares.  Refer to the requirements of paragraph 2 of SFAS
57.

5. We note from Item 1, the business section, that your revenues
are
derived of both products and services.  Please include in the
notes to
the financial statements in future filings, the amount of revenue
related to each product and service, or each similar product and
service.  See paragraph 37 of SFAS 131.

6. We note from page 6 that you outsource the production of
DriverMax
to ICE Corporation.  To the extent there is a reasonable
possibility
that events could cause a near term severe impact, please revise
future filings to include a disclosure of your reliance on this
supplier.  See paragraphs 21 and 22 of SOP 94-6.






Note A.  Summary of Significant Accounting Policies

 - Accounts Receivable, page 23

7. We note your disclosure that accounts receivable is net of
estimated allowances for uncollectible accounts.  Please include
in
future filings, the amount of the allowance, your policy for
determining past due status and your policy for writing off bad
debts.
Additionally, in future filings, please indicate that accounts
receivable is "net" on the face of the balance sheet.

Note G.  Notes Payable to Related Parties, page 30

8. We note that you have a note payable to a "related Company."
Please disclose in future filings the nature of that relationship.
See paragraph 2 of SFAS 57.

Note H - Concentration of Customers, page 30

9. In accordance with the requirements of paragraph 39 of SFAS
131, in
future filings, please separately disclose the break-out of total
(%)
revenues for each significant customer, not solely the aggregate
amount of revenues for your significant customers.

Note L - Common Stock Options and Warrants, pages 32-33

10. Reference is made to the tabular information for options
outstanding.  For the latest balance sheet date in future filings,
please separately provide this information segregated into
exercise
price ranges as specified by paragraph 48 of SFAS 123.

11. The tabular presentation of the historical and pro forma
amounts
should provide all the information according to the guidance in
paragraph 45(c) of SFAS 123 (and amended by paragraph 2(e) of SFAS
148) and be presented for all (i.e. both years) presented.
Furthermore, paragraph 1 of SFAS 148 requires "prominent"
disclosure
of this information that should be presented in the significant
accounting policy notes (note A).   Please revise future filings
accordingly.


* * * * * * * * * * * * * * * * * * * * * * *
As appropriate, please respond to these comments within 10
business
days or tell us when you will provide us with a response.  Please
furnish a cover letter that keys your responses to our comments
and
provides any requested supplemental information.  Please
understand
that we may have additional comments after reviewing your
responses to
our comments.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have
made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our
comments on your filing.

You may contact Claire Lamoureux at 202-551-3301 or Joe Foti at
202-
551-3816 if you have questions.

								Sincerely,



								Linda Cvrkel
								Branch Chief
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Mirenco, Inc.
April 28, 2005
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