** **

**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**WASHINGTON, DC 20549**

 

**FORM10-KSB/A**

 
| **ý** | **ANNUAL REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|------------|-------------------------------------------------------------------------------------|
| ** ** | ** **                                                                          |
| ** ** | **FOR  THE FISCAL YEAR ENDED APRIL 30, 2005**                                       |

** **
| **o** | **TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|-------|-----------------------------------------------------------------------------------------|

** **

**CommissionFile Number 000-33295**

 

**MedicalCV, Inc.**

(Name of Small BusinessIssuer in Its Charter)

 

| **Minnesota**                                                    | ** ** | **41-1717208**                         |
|------------------------------------------------------------------|------------|----------------------------------------|
| (State or Other Jurisdiction of   Incorporation or Organization) |       | (I.R.S. Employer   Identification No.) |
| ** **                                                       | ** ** | ** **                             |
| **9725 South Robert Trail,   Inver Grove Heights, Minnesota**    | ** ** | **55077**                              |
| (Address of Principal Executive Offices)                         |       | (Zip Code)                             |

 

**(651) 452-3000**

(Issuer’s Telephone Number, Including Area Code)

** **

Securities registered under Section 12(b) of the Exchange Act:

**None**

 

Securities registered under Section 12(g) of the Exchange Act:

**CommonStock ($0.01 par value)**(Title ofClass)

 

Checkwhether the issuer:  (1) filed allreports required to be filed by Section 13 or 15(d) of the Exchange Act duringthe past 12 months (or for such shorter period that the registrant was requiredto file such reports), and (2) has been subject to such filing requirements forthe past 90 days.  Yes ý  No o

 

Checkif there is no disclosure of delinquent filers in response to Item 405 ofRegulation S-B contained in this form, and no disclosure will be contained, tothe best of registrant’s knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-KSB or anyamendment to this Form 10-KSB.  o

 

Theissuer’s revenues for its most recent fiscal year were $2,304,897.

 

Theaggregate market value of the common equity held by non-affiliates of theissuer as of July 20, 2005, was approximately $6,820,792, based upon the lastsale price of one share on such date.

 

As ofJuly 20, 2005 the issuer had outstanding 11,253,333 shares of common stock and17,835 shares of convertible preferred stock.

** **

**DOCUMENTSINCORPORATED BY REFERENCE**

 

Certaininformation required by Part III of this document is incorporated by referenceto specified portions of the registrant’s definitive proxy statement for theannual meeting of shareholders to be held September 22, 2005.

 

 

----

 

*Other Income (Expense). *Other expense, net, consisting primarily of interest expense and losseson extinguishment of debt (in fiscal year 2004), increased to $11,310,583 forfiscal year 2005 from $2,142,858 for fiscal year 2004.  The increase included a non-cash charge of $9,987,609related to the issuance of warrants in connection with our April 2005 sale ofconvertible preferred stock and warrants. The warrants, which under certain circumstances can be put to us by theholders for cash equal to their fair value, have been recorded as a liability attheir aggregate fair value which resulted in the interest charge referred toabove.  See “Financing Activities” belowfor a more detailed discussion of our accounting for these warrants.  During fiscal year 2004, we recorded a$1,235,813 loss from the extinguishment of certain debt.

 

*Loss from Discontinued Operations*.  Forfiscal year 2005, we recorded a loss from our discontinued heart valveoperations of $1,023,349, compared to a loss of $790,424 for fiscal year2004.  Revenues included in the loss fromdiscontinued operations totaled $2,304,897 and $3,410,975 for fiscal years 2005and 2004, respectively.  Theincrease in the loss from discontinued operations resulted primarily from thedecline in revenues and a $2,573,656 provision recorded during fiscal year 2005to reduce the carrying value of heart valves. This inventory provision wasprimarily related to a decrease in sales and our decision to discontinue thesale of heart valves.

 

*Income Tax Provision. *In light of our history of operating losses, we recorded a valuationallowance to fully offset our deferred tax assets in fiscal year 2000.  We have continued to provide a full valuationallowance throughout fiscal year 2005 due to uncertainty about our ability togenerate sufficient future taxable income necessary to realize our deferred taxassets.  We have recorded no taxprovision in fiscal years 2005 or 2004 due to net operating losses generatedfor income tax reporting purposes.

 

**Liquidity and Capital Resources**

** **

Cash and cash equivalentsincreased to $10,637,796 at April 30, 2005, representing an increase from$659,856 at April 30, 2004.  Thisincrease in cash and cash equivalents of $9,977,940 was due to the following:

 
| Net cash used in operating activities     |   | $          | (5,538,337 | )      |
|-------------------------------------------|--------|------------|------------|--------|
| Net cash used in investing activities     |   | (195,543   | )          |
| Net cash provided by financing activities |   | 15,711,820 |       |
|                                      |   |       |       |
| Net increase                              |   | $          | 9,977,940  |   |

 

Net cash used in operatingactivities increased $2,321,745 from $3,716,592 in fiscal year 2004 to$6,038,337 in fiscal year 2005.  The useof cash in operations in both fiscal years was primarily due to net losses of$19,094,872 in fiscal year 2005 and $6,238,990 in fiscal year 2004.  The cash effect of the net loss for fiscalyear 2005 was partially offset by non-cash expenses of $10,373,158 associatedwith the issuance of warrants to purchase common stock in fiscal year 2005 asdescribed below, non-cash charges related to depreciation of $315,225,stock-based compensation of $249,729, an increase in the provision for bad debtof $220,281, and a provision for inventory excess/obsolescence of $2,573,656 and common stock issued for services of$128,075.  The provisions for bad debtsand excess/obsolete inventories resulted from our decision, in the fourthquarter of fiscal year 2005, to discontinue the sale of heart valves.  Increases in inventory of $252,177 and areduction in accounts receivable of $717,829, offset by decreases in accountspayable of $906,964 and increases in prepaid expenses of $271,928, were theother main contributors to the net cash used in fiscal year 2005.  The decrease in accounts payable relateddirectly to our decision to discontinue the manufacture of heart valves and thefact that we raised sufficient capital in the fourth quarter of fiscal year2005 to pay balances that were past due. The increase in prepaid expenses related principally to our purchase ofadditional product liability insurance to continue our 

 

20

----

 

4.             DiscontinuedOperations

 

On November 17, 2004, the Company’sboard of directors voted to authorize management to cease production of heartvalves but to continue marketing the valves while exploring the merits ofpossible strategic alternatives for the heart valve business, including, butnot limited to, a joint venture with another party or the sale of thebusiness.  Following exploration of anumber of alternatives, management concluded during April 2005 that anorderly winding up of the valve business was the Company’s bestalternative.  On April 6, 2005, theCompany’s board authorized management to discontinue sales of heart valveseffective April 30, 2005, and to seek a buyer for the related productionequipment.

 

As a result of the Company’s discontinuanceof the heart valve business, the Company made a determination during the fourthquarter of fiscal year 2005 that the remaining assets of the heart valveoperations should be considered “held for sale” pursuant to SFAS No. 144, “Accountingfor Impairment or Disposal of Long-Lived Assets.”  (SFAS No. 144)  Pursuant to SFAS No. 144, the Companyceased depreciation of property and equipment held for sale and evaluatedwhether any of the long-lived assets of the discontinued heart valve businesswere impaired.  Based upon the estimatedselling prices of these assets, management concluded that the carrying value ofthese assets is not impaired.  As of April 30,2005 and 2004, the carrying value of the remaining net assets of the heartvalve business is reported as assets of discontinued operations on the Company’sbalance sheet.  In connection with thisdecision to discontinue the sale of heart valves, the Company reduced thecarrying value of certain excess inventories, resulting in a provision recordedduring the fourth quarter of fiscal year 2005 of $1,306,215.  This provision was included in the 2005 lossfrom discontinued operations.

 

Valve business revenue and loss before incometaxes included in discontinued operations are as follows:

 
| ** **                        | ** ** | **For the Years Ended April 30,** | ** ** |
|-----------------------------------|------------|----------------------------------------|------------|
| ** **                        | ** ** | **2005**                               | ** ** | **2004** | ** ** |
| Revenues                          |       | $                                      | 2,304,897  |   | $ | 3,410,975 |   |
|                              |       |                                   |       |   |   |
| Income (Loss) Before Income Taxes |       | $                                      | (1,023,349 | ) | $ | (790,424 | ) |

 

The carrying amounts and major classes of theassets and liabilities, which are presented as assets and liabilities ofdiscontinued operations on the accompanying balance sheet as of April 30,2005, are as follows:

 
| ** **                                                                                     | ** ** | **April 30** | ** ** |
|------------------------------------------------------------------------------------------------|------------|-------------------|------------|
| ** **                                                                                     | ** ** | **2005**          | ** ** | **2004** | ** ** |
| **ASSETS**                                                                                     |       |              |       |   |   |
| Accounts receivable, net of allowance of  $196,521 and $102,869 in 2005 and 2004, respectively |       | $                 | 557,291    |   | $ | 1,495,401 |   |
| Inventories                                                                                    |       | 228,665           |       | 2,518,698 |   |
| Prepaid expenses                                                                               |       | 89,692            |       | 50,156 |   |
| Other assets                                                                                   |       | —            |       | 1,140 |   |
| Total current assets of discontinued  operations                                               |       | $                 | 875,648    |   | $ | 4,065,395 |   |
|                                                                                           |       |              |       |   |   |
| Property, plant and equipment, net                                                             |       | $                 | 188,145    |   | $ | 214,173 |   |
| Other long-term assets                                                                         |       | 179,654           |       | — |   |
| Total non-current assets of discontinued operations                                            |       | $                 | 367,799    |   | $ | 214,173 |   |
|                                                                                           |       |              |       |   |   |
| **LIABILITIES**                                                                                |       |              |       |   |   |
| Accounts payable                                                                               |       | $                 | 192,295    |   | $ | 1,323,015 |   |
| Accrued expenses                                                                               |       | 10,300            |       | 40,257 |   |
| Total current liabilities of discontinued  operations                                          |       | $                 | 202,595    |   | $ | 1,363,272 |   |
|                                                                                           |       |              |       |   |   |
| Net assets of discontinued operations                                                          |       | $                 | 1,040,852  |   | $ | 2,916,296 |   |

 

50

----

 

**SIGNATURES**

 

In accordancewith Section 13 or 15(d) of the Exchange Act, the registrant causedthis report to be signed on its behalf by the undersigned, thereunto dulyauthorized, in the City of Inver Grove Heights, State of Minnesota, on August25, 2005.

 
|   | MedicalCV, Inc.                                                                            |
|--------|-------------------------------------------------------------------------------------------------|
|   |                                                                                            |
|   | By                                                                                              | /s/ Marc P.  Flores |   |
|   | Marc P.  Flores, President, Chief Executive Officer  and Director (Principal Executive Officer) |

 

In accordancewith the Exchange Act, this report has been signed below by the followingpersons on behalf of the registrant, and in the capacities and on the dateindicated.

 
| **Signature**          | ** ** | **Title**                                | ** ** | **Date**        |
|------------------------|------------|------------------------------------------|------------|-----------------|
|                   |       |                                     |       |            |
|                   |       |                                     |       |            |
|                   |       | President, Chief Executive Officer and   |       |            |
| /s/ Marc P. Flores     |       | Director (Principal Executive Officer)   |       | August 25, 2005 |
| Marc P. Flores         |       |                                     |       |            |
|                   |       |                                     |       |            |
|                   |       | Vice President, Finance and Chief        |       |            |
| /s/ John H. Jungbauer  |       | Financial Officer (Principal Accounting  |       |            |
| John H. Jungbauer      |       | Officer and Principal Financial Officer) |       | August 25, 2005 |
|                   |       |                                     |       |            |
|                   |       |                                     |       |            |
|                   |       | Director                                 |       |            |
| Susan L. Critzer       |       |                                     |       |            |
|                   |       |                                     |       |            |
|                   |       | Director                                 |       |            |
| Larry G. Haimovitch    |       |                                     |       |            |
|                   |       |                                     |       |            |
|                   |       |                                     |       |            |
| *                      |       | Chairman of the Board                    |       |            |
| Lawrence L. Horsch     |       |                                     |       |            |
|                   |       |                                     |       |            |
| *                      |       | Director                                 |       |            |
| David B. Kaysen        |       |                                     |       |            |
|                   |       |                                     |       |            |
| *                      |       | Director                                 |       |            |
| Paul K. Miller         |       |                                     |       |            |
|                   |       |                                     |       |            |
|                   |       | Director                                 |       |            |
| J. Robert Paulson, Jr. |       |                                     |       |            |

 
| * By   |  /s/ John H. Jungbauer         |   |   |   |   | August 25, 2005 |
|--------|-------------------------------------|--------|--------|--------|--------|-----------------|
|   | John H. Jungbauer  Attorney-in-fact |   |   |   |   |

 

66

----

 

**INDEX TO EXHIBITS**

 
| **Exhibit Number** | ** ** | **Description**                                                                                                                                                                                                                                                                     |
|--------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|               |       |                                                                                                                                                                                                                                                                                |
| 3.1                |       | Restated Articles of Incorporation of the Registrant (incorporated by  reference to Post Effective Amendment No. 2 to our Registration  Statement on Form SB-2 filed April 29, 2005 (File  No. 333-116394)).                                                    |
| 3.2                |       | Bylaws of the Registrant (incorporated by reference to our  Registration Statement on Form SB-2, filed on August 31, 2001 (File  No. 333-68884)).                                                                                                                    |
| 4.1                |       | Reference is made to Exhibits 3.1 and 3.2.                                                                                                                                                                                                                                     |
| 4.2                |       | Specimen common stock certificate (incorporated by reference to our  Registration Statement on Form SB-2, filed on August 31, 2001 (File  No. 333-68884)).                                                                                                           |
| 10.1               |       | 1992 Stock Option Plan (incorporated by reference to our Registration  Statement on Form SB-2, filed on August 31, 2001 (File  No. 333-68884)).                                                                                                                      |
| 10.2               |       | 1993 Director Stock Option Plan (incorporated by reference to our  Registration Statement on Form SB-2, filed on August 31, 2001 (File  No. 333-68884)).                                                                                                             |
| 10.3               |       | 1997 Stock Option Plan (incorporated by reference to our Registration  Statement on Form SB-2, filed on August 31, 2001 (File  No. 333-68884)).                                                                                                                      |
| 10.4               |       | 2001 Equity Incentive Plan (incorporated by reference to our  Registration Statement on Form SB-2, filed on August 31, 2001 (File  No. 333-68884)).                                                                                                                  |
| 10.5               |       | Warrant Agreement by and between the Registrant and Adel A. Mikhail,  dated February 2, 2001 (incorporated by reference to our Registration  Statement on Form SB-2, filed on August 31, 2001 (File  No. 333-68884)).                                           |
| 10.6               |       | Common Stock Purchase Warrant issued by the Registrant to PKM  Properties, LLC, dated January 17, 2003 (incorporated by reference to  our Quarterly Report on Form 10-QSB/A, filed on April 4, 2003 (File  No. 000-33295)).                                     |
| 10.7               |       | Warrant Agreement to purchase 380,357 shares of common stock issued  by the Registrant to Peter Ludwig Hauser, dated July 1, 2003  (incorporated by reference to our Current Report on Form 8-K, filed  July 14, 2003 (File No. 000-33295)).               |
| 10.8               |       | Amendment to Warrants by and between the Registrant and PKM  Properties, LLC, dated July 1, 2003 (incorporated by reference to our  Current Report on Form 8-K, filed July 14, 2003 (File  No. 000-33295)).                                                     |
| 10.9               |       | Warrant Agreement to purchase 320,178 shares of common stock issued  by the Registrant to PKM Properties, LLC, dated July 1, 2003  (incorporated by reference to our Current Report on Form 8-K, filed  July 14, 2003 (File No. 000-33295)).                    |
| 10.10              |       | Warrant Agreement to purchase 60,179 shares of common stock issued by  MedicalCV, Inc. to PKM Properties, LLC, dated August 20, 2003  (incorporated by reference to our Quarterly Report on Form 10-QSB filed  on December 15, 2003 (File No. 000-33295)). |
| 10.11              |       | Warrant Agreement to purchase 77,381 shares of common stock issued by  the Registrant to PKM Properties, LLC, dated November 13, 2003  (incorporated by reference to our Quarterly Report on Form 10-QSB filed  on March 22, 2004 (File No. 000-33295)).        |
| 10.12              |       | Warrant Agreement to purchase 136,000 shares of common stock issued  by the Registrant to Peter L. Hauser, dated February 3, 2004  (incorporated by reference to our Annual Report on Form 10-KSB filed on  July 29, 2004 (File No. 000-33295)).           |
| 10.13              |       | Warrant Agreement to purchase 330,933 shares of common stock issued  by the Registrant to PKM Properties, LLC, dated February 3, 2004  (incorporated by reference to our Annual Report on Form 10-KSB filed on  July 29, 2004 (File No. 000-33295)).            |
| 10.14              |       | Letter Agreement between the Registrant and Lawrence L. Horsch, dated  effective August 19, 2003 (incorporated by reference to our Annual  Report on Form 10-KSB filed on July 29,                                                                                   |

 

67

----

 
|   |   | 2004 (File No. 000-33295)).                                                                                                                                                                                                                                                                                                                                        |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.15  |   | Non-Qualified Stock Option Agreement issued by the Registrant to  Lawrence L. Horsch in the amount of 100,000 shares, dated August 19,  2003 (incorporated by reference to our Annual Report on Form 10-KSB  filed on July 29, 2004 (File No. 000-33295)).                                                                                          |
| 10.16  |   | Building Lease Agreement between the Registrant and PKM Properties,  LLC, dated April 4, 2003 (incorporated by reference to our Annual Report  on Form 10-KSB filed on July 29, 2004 (File No. 000-33295)).                                                                                                                                         |
| 10.17  |   | Technology Purchase Agreement between the Registrant and LightWave  Ablation Systems, Inc., Gregory Brucker and Robert Svenson M.D., dated  August 27, 2003 (incorporated by reference to our Annual Report on  Form 10-KSB filed on July 29, 2004 (File No. 000-33295)).                                                                      |
| 10.18  |   | Warrant Agreement to purchase 25,000 shares of common stock issued by  the Registrant to LightWave Ablation Systems, Inc., dated  August 27, 2003 (incorporated by reference to our Annual Report on  Form 10-KSB filed on July 29, 2004 (File No. 000-33295)).                                                                                |
| 10.19  |   | Technology Assignment Agreement between the Registrant, LightWave Ablation  Systems, Inc., Robert H. Svenson, M.D. and Gregory Brucker, dated  August 27, 2003 (incorporated by reference to our Annual Report on  Form 10-KSB filed on July 29, 2004 (File No. 000-33295)).                                                              |
| 10.20  |   | Proprietary Information and Inventions Agreement between the  Registrant, Robert H. Svenson, M.D. and Gregory Brucker, dated  August 10, 2003 (incorporated by reference to our Annual Report on  Form 10-KSB filed on July 29, 2004 (File No. 000-33295)).                                                                                    |
| 10.21  |   | Technical Assistance Agreement between the Registrant and  Robert H. Svenson, M.D., dated August 7, 2003 (incorporated by  reference to our Annual Report on Form 10-KSB filed on July 29,  2004 (File No. 000-33295)).                                                                                                                        |
| 10.22  |   | Technical Assistance Agreement between the Registrant and Gregory  Brucker, dated August 7, 2003 (incorporated by reference to our Annual  Report on Form 10-KSB filed on July 29, 2004 (File  No. 000-33295)).                                                                                                                                     |
| 10.23  |   | Warrant Agreement to purchase up to 100,000 shares of common stock  issued by the Registrant to Segmed, Inc., dated August 7, 2002  (incorporated by reference to our Annual Report on Form 10-KSB filed on  July 29, 2004 (File No. 000-33295)).                                                                                              |
| 10.24  |   | First Amended and Restated Subordination and Intercreditor Agreement  by and between Peter L. Hauser, PKM Properties, LLC and Draft Co., accepted  and acknowledged by the Registrant dated November 24, 2003 (incorporated  by reference to our Annual Report on Form 10-KSB filed on July 29,  2004 (File No. 000-33295)).                        |
| 10.25  |   | Amendment No. 1 to First Amended and Restated Subordination and  Intercreditor Agreement by and between Peter L. Hauser, PKM Properties, LLC  and Draft Co., accepted and acknowledged by the Registrant dated  January 29, 2004 (incorporated by reference to our Annual Report on  Form 10-KSB filed on July 29, 2004 (File No. 000-33295)). |
| 10.26  |   | Amendment No. 2 to First Amended and Restated Subordination and  Intercreditor Agreement by and between Peter L. Hauser and PKM Properties,  LLC, accepted and acknowledged by MedicalCV, Inc. dated April 16,  2004 (incorporated by reference to our Quarterly Report on Form 10-QSB  filed on December 15, 2004 (File No. 000-33295)). |
| 10.27  |   | April 2004 Discretionary Credit Agreement by and between  MedicalCV, Inc. and PKM Properties, LLC dated April 16, 2004  (incorporated by reference to our Quarterly Report on Form 10-QSB filed  on December 15, 2004 (File No. 000-33295)).                                                                                              |
| 10.28  |   | Discretionary Credit Demand Note between MedicalCV, Inc.  (borrower) and PKM Properties, LLC (lender), dated April 16, 2004  (incorporated by reference to our Quarterly Report on Form 10-QSB filed  on December 15, 2004 (File No. 000-33295)).                                                                                              |
| 10.29  |   | Severance and Release Agreement between the Registrant and  Blair P. Mowery, effective August 11, 2004 (incorporated by  reference to Post Effective Amendment No. 1 to our Registration Statement  on Form SB-2 filed September 9, 2004 (File No. 333-116394)).                                                                          |

 

68

----

 
| 10.30 |   | Severance and Release Agreement between the Registrant and  Allan R. Seck, effective August 6, 2004 (incorporated by reference  to Post Effective Amendment No. 1 to our Registration Statement on  Form SB-2 filed September 9, 2004 (File No. 333-116394)).                                                                                                               |
|-------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.31 |   | Letter Agreement between the Registrant and Marc P. Flores,  effective August 30, 2004 (incorporated by reference to our Current  Report on Form 8-K, filed September 2, 2004 (File  No. 000-33295)).                                                                                                                                                                            |
| 10.32 |   | October 2004 Discretionary Credit Agreement by and between  MedicalCV, Inc. and PKM Properties, LLC, dated October 29, 2004,  effective November 17, 2004 (incorporated by reference to our Current  Report on Form 8-K filed on November 23, 2004 (File  No. 000-33295)).                                                                                             |
| 10.33 |   | October 2004 Credit Note issued by  MedicalCV, Inc. (maker) to PKM Properties, LLC (payee), dated  October 29, 2004, effective November 17, 2004 (incorporated  by reference to our Current Report on Form 8-K filed on  November 23, 2004 (File No. 000-33295)).                                                                                                      |
| 10.34 |   | Intellectual Property Security Agreement by  and between PKM Properties, LLC (secured party) and MedicalCV, Inc.  (debtor), dated October 29, 2004, effective November 17, 2004 (incorporated  by reference to our Current Report on Form 8-K filed on  November 23, 2004 (File No. 000-33295)).                                                                            |
| 10.35 |   | Amendment No. 3 to First Amended and  Restated Subordination and Intercreditor Agreement by and between Peter L.  Hauser and PKM Properties, LLC, accepted and acknowledged by  MedicalCV, Inc., dated October 29, 2004, effective  November 17, 2004 (incorporated by reference to our Current  Report on Form 8-K filed on November 23, 2004 (File  No. 000-33295)). |
| 10.36 |   | Waiver Agreement by and between  MedicalCV, Inc. (borrower) and PKM Properties, LLC (lender), dated  October 29, 2004, effective November 17, 2004 (incorporated  by reference to our Current Report on Form 8-K filed on  November 23, 2004 (File No. 000-33295)).                                                                                                         |
| 10.37 |   | Warrant Agreement issued to PKM Properties,  LLC, dated November 17, 2004 (incorporated by reference to our  Current Report on Form 8-K filed on November 23, 2004 (File  No. 000-33295)).                                                                                                                                                                                            |
| 10.38 |   | Warrant Agreement to purchase 25,000 shares  of common stock issued to LightWave Ablation Systems, Inc., dated  December 1, 2004 (incorporated by reference to our Current Report on  Form 8-K/A filed on February 10, 2005 (File No. 000-33295)).                                                                                                                               |
| 10.39 |   | Form of Bridge Note Purchase Agreement  including form of convertible promissory note and form of common stock  purchase warrant), dated December 31, 2004 (incorporated by reference to  our Current Report on Form 8-K filed January 14, 2005 (File  No. 000-33295)).                                                                                                          |
| 10.40 |   | February 2005 Discretionary Credit Agreement by and between  MedicalCV, Inc. and PKM Properties, LLC, dated February 16, 2005,  effective March 3, 2005 (incorporated by reference or our Current Report  on Form 8-K/A filed on March 9, 2005 (File No. 000-33295)).                                                                                                  |
| 10.41 |   | February 2005 Discretionary Credit Note issued by MedicalCV, Inc.  (maker) and PKM Properties, LLC (payee), dated February 16, 2005,  effective March 3, 2005 (incorporated by reference or our Current Report  on Form 8-K/A filed on March 9, 2005 (File No. 000-33295)).                                                                                            |
| 10.42 |   | Warrant Agreement issued to PKM Properties, LLC, dated  February 16, 2005, effective March 3, 2005 (incorporated by  reference or our Current Report on Form 8-K/A filed on March 9,  2005 (File No. 000-33295)).                                                                                                                                                                |
| 10.43 |   | Amendment No. 4 to First Amended and Restated Subordination and  Intercreditor Agreement by and between Peter L. Hauser and PKM Properties,  LLC, accepted and acknowledged by MedicalCV, Inc., dated  February 16, 2005, effective March 3, 2005 (incorporated by  reference or our Current Report on Form 8-K/A filed on March 9,  2005 (File No. 000-33295)).       |
| 10.44 |   | Form of Non-Qualified Stock Option Agreement under the  MedicalCV, Inc. 2001 Equity Incentive Plan (incorporated by reference to  our Quarterly Report on Form 10-QSB filed on March 17, 2005 (File  No. 000-33295)).                                                                                                                                                            |
| 10.45 |   | Form of Non-Qualified Stock Option Agreement under the  MedicalCV, Inc. 1997 Stock                                                                                                                                                                                                                                                                                                              |

 

69

----

 
|     |   | Option Plan (incorporated by reference to our Quarterly Report on  Form 10-QSB filed on March 17, 2005 (File No. 000-33295)).                                                                                                                                             |
|----------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.46    |   | Form of Non-Qualified Stock Option Agreement under the  MedicalCV, Inc. 1993 Director Stock Option Plan (incorporated by  reference to our Quarterly Report on Form 10-QSB filed on March 17,  2005 (File No. 000-33295)).                                      |
| 10.47    |   | Non-Qualified Stock Option Agreement issued by the Registrant to  Lawrence L. Horsch in the amount of 149,850 shares, dated November 18,  2004 (incorporated by reference to our Quarterly Report on Form 10-QSB  filed on March 17, 2005 (File No. 000-33295)).     |
| 10.48    |   | Non-Qualified Stock Option Agreement issued by the Registrant to John  H. Jungbauer in the amount of 68,584 shares, dated November 18, 2004  (incorporated by reference to our Quarterly Report on Form 10-QSB filed  on March 17, 2005 (File No. 000-33295)).       |
| 10.49    |   | Non-Qualified Stock Option Agreement issued by the Registrant to John  H. Jungbauer in the amount of 81,416 shares, dated November 18, 2004  (incorporated by reference to our Quarterly Report on Form 10-QSB filed  on March 17, 2005 (File No. 000-33295)).       |
| 10.50    |   | Non-Qualified Stock Option Agreement issued  by the Registrant to Lawrence L. Horsch in the amount of 62,050 shares, dated  January 19, 2005 (incorporated by reference to our Quarterly Report on  Form 10-QSB filed on March 17, 2005 (File No. 000-33295)).       |
| 10.51    |   | Form of Stand-Alone Non-Qualified  Stock Option Agreement issued to Non-Employee Directors (incorporated by  reference to our Current Report on Form 8-K filed on March 25, 2005  (File No. 000-33295)).                                                             |
| 10.52    |   | Securities Purchase Agreement between the  Registrant and the Investors named as signatories thereto, dated  March 31, 2005 (effective April 1, 2005) (incorporated by reference  to our Current Report on Form 8-K filed April 4, 2005 (File  No. 000-33295)). |
| 10.53    |   | Form of 2005 Private Placement Warrant  (incorporated by reference to our Current Report on Form 8-K filed  April 4, 2005 (File No. 000-33295)).                                                                                                                     |
| 10.54    |   | Form of Debt Conversion Agreement  dated March 29, 2005 (effective April 1, 2005) (incorporated by  reference to our Current Report on Form 8-K filed April 4, 2005  (File No. 000-33295)).                                                                |
| 10.55    |   | Registration Rights Agreement between the  Registrant and the Investors named as signatories thereto, dated  March 31, 2005 (effective April 1, 2005) (incorporated by reference  to our Current Report on Form 8-K filed April 4, 2005 (File  No. 000-33295)). |
| 10.56    |   | Engagement Letter between the Registrant  and J Giordano Securities Group, dated December 17, 2004 (incorporated  by reference to our Current Report on Form 8-K filed April 4, 2005  (File No. 000-33295)).                                                         |
| 10.57    |   | Amendment to Engagement Letter between the  Registrant and J Giordano Securities Group, dated March 16, 2005  (incorporated by reference to our Current Report on Form 8-K filed  April 4, 2005 (File No. 000-33295)).                                               |
| 10.58    |   | Letter Agreement between the Registrant and  Tower Finance, Ltd., dated December 8, 2004 (incorporated by reference  to our Current Report on Form 8-K filed April 4, 2005 (File  No. 000-33295)).                                                                   |
| 10.59    |   | Amendment to Letter Agreement between the  Registrant and Tower Finance, Ltd., dated March 16, 2005 (incorporated  by reference to our Current Report on Form 8-K filed April 4, 2005  (File No. 000-33295)).                                                        |
| 23       |   | Consent of Independent Registered Public Accounting Firm.*                                                                                                                                                                                                                               |
| 24  |   | Power of Attorney (included on signature page to Form 10-KSB).                                                                                                                                                                                                                           |
| 31.1     |   | Chief Executive Officer Certification  pursuant to Rule 13a-14.                                                                                                                                                                                                                     |
| 31.2     |   | Chief Financial Officer Certification  pursuant to Rule 13a-14.                                                                                                                                                                                                                     |
| 32.1     |   | Chief Executive Officer Certification  pursuant to 18 U.S.C. Section 1350.                                                                                                                                                                                                          |
| 32.2     |   | Chief Financial Officer Certification  pursuant to 18 U.S.C. Section 1350.                                                                                                                                                                                                          |

 

----

* Previously filed.

 

70

----