**EXHIBIT31.2**

 

*CHIEF FINANCIAL OFFICERCERTIFICATION PURSUANT TO RULE 13a-14*

 

I,Jules L. Fisher, certify that:

 

1.             I have reviewed this Form 10-QSBfor the quarterly period ended October 31, 2003, of MedicalCV, Inc.;

 

2.             Based on my knowledge, this report doesnot contain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3.             Based on my knowledge, thefinancial statements, and other financial information included in this report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the small business issuer as of, and for, theperiods presented in this report;

 

4.             The small business issuer’s othercertifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) and have:

 

(a)           Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to thesmall business issuer, including its consolidated subsidiaries, is made knownto us by others within those entities, particularly during the period in whichthis report is being prepared;

 

(b)           Evaluated the effectiveness of thesmall business issuer’s disclosure controls and procedures and presented inthis report our conclusions about the effectiveness of the disclosure controlsand procedures, as of the end of the period covered by this report based onsuch evaluation; and

 

(c)           Disclosed in this report any changein the small business issuer’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter (the small businessissuer’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, the smallbusiness issuer’s internal control over financial reporting; and

 

5.             The small business issuer’s othercertifying officer and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the small business issuer’sauditors and the audit committee of the small business issuer’s board ofdirectors (or persons performing the equivalent functions):

 

(a)           All significant deficiencies andmaterial weaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the small businessissuer’s ability to record, process, summarize and report financialinformation; and

 

(b)           Any fraud, whether or not material,that involves management or other employees who have a significant role in thesmall business issuer’s internal control over financial reporting.

 

 
| Dated: | December 15,  2003 |   | By     | /s/ Jules L. Fisher     |   |
|--------|-------------------------|--------|--------|-------------------------|--------|
|   |                    |   |   | Jules L. Fisher         |
|   |                    |   |   | Chief Financial Officer |

 

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