U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[X]      QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
         ACT OF 1934

         For the quarterly period ended: March 31, 2003
                                         --------------

                                       OR

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
         ACT OF 1934

                          Commission File No.: 0-20726
                                               -------

                                  Cortech, Inc.
                                  -------------
        (Exact name of small business issuer as specified in its charter)

           Delaware                                      84-0894091
           --------                                      ----------
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                       Identification No.)

                376 Main Street, PO Box 74, Bedminster, NJ 07921
                ------------------------------------------------
                    (Address of principal executive offices)

                                 (908) 234-1881
                                 --------------
                           (Issuer's telephone number)

                                       N/A
                                       ---
              (Former name, former address and former fiscal year,
                          if changed since last report)

     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 issuer was required to file such  reports),  and (2) has
been subject to such filing requirements for the past 90 days.
                                 Yes X    No___
                                    ---
     State the number of shares  outstanding of each of the issuer's  classes of
common  equity:  As of April 30, 2003,  the issuer had  3,596,280  shares of its
common stock, par value $.002 per share, outstanding.

     Transitional Small Business Disclosure Format (check one):
                                 Yes___   No X
                                            ---

<PAGE>




PART I.  FINANCIAL INFORMATION
-------  ---------------------
ITEM 1.  Financial Statements
-------  --------------------


                                  CORTECH, INC.
                                  BALANCE SHEET
                                 MARCH 31, 2003
                                 ($000 Omitted)
                                   (UNAUDITED)

ASSETS
------

Current assets:
  Cash and cash equivalents                                       $ 11,951
  Other assets                                                          34
                                                                  --------
      Total assets                                                $ 11,985
                                                                  ========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Current liabilities:
  Accrued liabilities                                             $    228
                                                                  --------
      Total liabilities                                                228
                                                                  --------

Stockholders' equity:
  Preferred stock, $.002 par value,
    2,000,000 shares authorized,
    none issued                                                          -
  Common stock, $.002 par value, 5,000,000
    shares authorized, 3,596,280 shares
    issued and outstanding                                               7
  Additional paid-in capital                                        99,446
  Accumulated deficit                                            (  87,696)
                                                                  --------
      Total stockholders' equity                                    11,757
                                                                  --------

      Total liabilities and stockholders' equity                  $ 11,985
                                                                  ========







                 See accompanying notes to financial statements.


                                       2



<PAGE>





                                  CORTECH, INC.
                            STATEMENTS OF OPERATIONS
                      ($000 Omitted, except per share data)
                                   (UNAUDITED)


                                                       Three Months Ended
                                                             March 31,
                                                     ----------------------
                                                       2003          2002
                                                     --------      --------

Revenues:
  Interest income                                    $     33      $     55

Expenses:
  General and administrative                              152           474
                                                     --------      --------

Loss before income taxes                            (     119)    (     419)
Provision for income taxes                                  2             -
                                                     --------      --------
Net loss                                            ($    121)    ($    419)
                                                     ========      ========

Basic and diluted net loss
  per share                                         ($    .03)    ($    .11)
                                                     ========      ========

Basic and diluted weighted average common
  shares outstanding (in 000's)                         3,596         3,689
                                                     ========      ========


















                 See accompanying notes to financial statements.


                                       3


<PAGE>





                                  CORTECH, INC.
                            STATEMENTS OF CASH FLOWS
                                 ($000 Omitted)
                                   (UNAUDITED)

                                                       Three Months Ended
                                                             March 31,
                                                     ----------------------
                                                       2003          2002
                                                     --------      --------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                          ($    121)    ($    419)
  Adjustments:
    Change in other assets                          (      27)           16
    Change in accrued liabilities                          39           221
                                                     --------      --------
        Net cash used in operating activities       (     109)    (     182)
                                                     --------      --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Repurchase of common stock                                -     (      79)
                                                     --------      --------
        Net cash used in financing activities               -     (      79)
                                                     --------      --------

Net decrease in cash and cash equivalents           (     109)    (     261)
Cash and cash equivalents at beginning of period       12,060        13,448
                                                     --------      --------
Cash and cash equivalents at end of period           $ 11,951      $ 13,187
                                                     ========      ========

Supplemental disclosure cash flow information:
  Cash paid for taxes                                $      2      $      -
                                                     ========      ========















                 See accompanying notes to financial statements.


                                       4





<PAGE>





                                  CORTECH, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.        General
          -------

               The accompanying  unaudited financial statements of Cortech, Inc.
          ("Cortech"  or the  "Company")  as of March 31, 2003 and for the three
          months ended March 31, 2003 and 2002 reflect all material  adjustments
          consisting of only normal recurring adjustments, which, in the opinion
          of management,  are necessary for a fair  presentation  of results for
          the interim  periods.  Certain  information  and footnote  disclosures
          required under accounting  principles generally accepted in the United
          States of America have been condensed or omitted pursuant to the rules
          and  regulations of the Securities and Exchange  Commission,  although
          the Company  believes  that the  disclosures  are adequate to make the
          information  presented  not  misleading.  These  financial  statements
          should be read in conjunction with the financial  statements and notes
          thereto included in the Company's Annual Report on Form 10-KSB for the
          year ended December 31, 2002 as filed with the Securities and Exchange
          Commission.

               The  preparation  of  financial  statements  in  conformity  with
          accounting  principles  generally  accepted  in the  United  States of
          America  requires  management to make estimates and  assumptions  that
          affect the reported  amounts of assets and  liabilities and disclosure
          of  contingent  assets and  liabilities  at the date of the  financial
          statements  and the reported  amounts of revenues and expenses  during
          the  reporting   period.   Actual  results  could  differ  from  those
          estimates.

               The results of  operations  for the three  months ended March 31,
          2003 and 2002 are not  necessarily  indicative  of the  results  to be
          expected for the entire year or for any other period.

2.        Legal Proceedings
          -----------------

          Arbitration I
          -------------

               Subsequent to March 31, 2001, disagreements arose between Cortech
          and Ono  Pharmaceutical  Co.,  Ltd.  ("Ono") as to the status of Ono's
          license  rights  under the 1999  agreement  (see Form  10-KSB for more
          information).   On  August  7,  2001,   Cortech  filed  a  Demand  for
          Arbitration  with the  American  Arbitration  Association  against Ono
          seeking resolution of the dispute. The arbitration concluded in August



                                       5
<PAGE>




          2002,  purportedly resolving any questions concerning the ownership of
          Cortech's Intellectual Property and Ono's development rights.

               In the  arbitration,  among other things,  Ono argued that it had
          the right to name 42 other compounds as "Developed  Compounds"  giving
          it the same rights with  respect to these  other  compounds  as it had
          with  respect to  ONO-6818.  Cortech  argued that Ono was  entitled to
          designate  only one of the 42 compounds as a back-up to ONO-6818.  The
          arbitration panel concurred with Cortech and provided Ono with 20 days
          to name one compound as the back-up which Ono did.

               Ono also argued and the  Arbitration  Panel  agreed that 15 other
          compounds  were  "Improved  Compounds"  to which Ono was  entitled  to
          exclusive  rights for oral uses.  However the  Arbitration  Panel gave
          Cortech the joint right to develop these "Improved  Compounds" for non
          oral use  subject  to  paying a  reasonable  royalty  on any  Products
          developed  outside the United States.  The Arbitration Panel also held
          that Ono had no  license,  express or  implied,  to  Cortech's  patent
          portfolio.

          Arbitration II
          --------------

               On November 1, 2002,  the Company  announced that Ono had advised
          it of Ono's  intention  to  discontinue  the  development  of ONO-6818
          because  of  potential  liver  toxicity.  In a  series  of  subsequent
          letters,  Ono sought to renegotiate its rights to make compounds using
          Cortech's  technology.  When Cortech declined, on February 7, 2003 Ono
          admitted  that  it  had  been  developing  what  it  called  "Improved
          Compounds"  since  April of 2002 and  that it had not  disclosed  this
          development as required by the 1999 Agreement, assuming that these new
          compounds met the Agreement's  definition of "Improved Compounds".  In
          further  breach of the 1999  Agreement,  Ono  refused  to  reveal  the
          chemical  structure  of  these  so-called  "Improved   Compounds"  and
          announced that Ono had filed a patent in Japan.  Within days,  Cortech
          received a notice of  Arbitration in which Ono claimed that its rights
          to develop and  designate  compounds  for  development  as  commercial
          products extended beyond the termination of the period provided in the
          1999 Agreement for designating Developed Compounds, as defined in such
          agreement.  Cortech  intends  to defend  the  Arbitration  vigorously.

3.        Related Party Transactions
          --------------------------

               A management fee of $15,000 per month is paid to Asset Value Fund
          Limited  Partnership ("AVF") for management services performed for the
          Company. Management services include, among other things, SEC filings,
          negotiation,  evaluating merger and acquisition proposals,  licensing,
          accounting  and  shareholder  relations. The Company believes that the


                                       6
<PAGE>





          management  fee is  materially  less than the cost for the  Company to
          perform these services.  AVF is the beneficial  owner of approximately
          44% of the Company's Common Stock at March 31, 2003.

4.        Common Stock
          ------------

               On  October  30,  2000 the Board of  Directors  approved  a stock
          repurchase program authorizing the Company to repurchase up to 160,000
          shares of its Common  Stock at prices  deemed  favorable  from time to
          time  in the  open  market  or in  privately  negotiated  transactions
          subject to market  conditions,  the Company's  financial  position and
          other  considerations.  As of March 31, 2003, 158,140 shares of Common
          Stock  were  repurchased  for  approximately   $555,000.   All  shares
          repurchased  were  returned to the status of  authorized  but unissued
          shares.

5.        Loss Per Share
          --------------

               Loss  per  share  is  computed  by  dividing  the net loss by the
          weighted-average number of common shares outstanding. Diluted net loss
          per  share  is  computed  by  dividing  the net loss by the sum of the
          weighted-average number of common shares outstanding plus the dilutive
          effect of shares issuable through the exercise of stock options.

               The  shares  used for basic loss per share and  diluted  loss per
          share are reconciled below (in 000's).

                                                          Three Months Ended
                                                                March 31,
                                                        ----------------------
                                                          2003          2002
                                                        --------      --------

         Average shares outstanding
           for basic loss per share                        3,596         3,689

         Dilutive effect of stock options                      -             -
                                                          ------        ------

         Average shares outstanding
           for dilutive loss per share                     3,596         3,689
                                                          ======        ======









                                       7


<PAGE>





ITEM 2.       Management's  Discussion  and Analysis of Financial  Condition and
-------       ------------------------------------------------------------------
              Results of Operations
              ---------------------

     The following  discussion and analysis  should be read in conjunction  with
Cortech's  2002 Annual Report on Form 10-KSB as well as the Company's  financial
statements and notes thereto included elsewhere in this Quarterly Report on Form
10-QSB. When used in this discussion, the word "expects" and similar expressions
are intended to identify forward-looking statements. Such statements are subject
to risks and uncertainties  that could cause actual results to differ materially
from those projected. The forward-looking statements contained herein speak only
as of the date  hereof.  The  Company  expressly  disclaims  any  obligation  or
undertaking to release publicly any updates or revisions to any  forward-looking
statements contained herein to reflect any change in the Company's  expectations
with regard  thereto or any change in events,  conditions  or  circumstances  on
which any such statement is based.

General
-------

     Cortech  operated  as  a  biopharmaceutical   company  whose  research  and
development  efforts  focused  primarily on bradykinin  antagonists and protease
inhibitors.  Those  efforts  produced  a  technology  portfolio  which  may have
potential  therapeutic  application across a broad range of medical  conditions.
Cortech's strategy is to seek collaborative  partners to conduct and fund future
research and development on the components of its portfolio,  although there can
be no assurance  that any particular  agreement  will be completed.  At the same
time, the Company is seeking to redeploy its assets into an operating business.

Results of Operations
---------------------

     Cortech had a net loss of $121,000 or $.03 basic and fully diluted loss per
share for the three  months  ended  March 31,  2003,  compared  to a net loss of
$419,000 or $.11 basic and fully  diluted  loss per share for the same period of
2002.

Revenues
--------

     Interest  income was $33,000 and $55,000 for the three  months  ended March
31, 2003 and 2002, respectively,  a decrease of $22,000. Lower invested balances
and lower yields on investments were the reasons for the decrease.






                                       8

<PAGE>





Expenses
--------

     General and  administrative  expenses  decreased from $474,000 in the three
months  ended March 31, 2002 to  $152,000  in the three  months  ended March 31,
2003.  This  decrease  was due  principally  to lower  legal  fees  incurred  in
connection with the Company's  arbitration with Ono (the "Ono  Arbitration") The
Company  anticipates  additional legal expenses in the second quarter of 2003 in
connection  with  the  Ono   Arbitration.   For  more  information  on  the  Ono
Arbitration, see Part II - Other Information, Item 1. Legal Proceedings.

Liquidity and Capital Resources
-------------------------------

     At  March  31,  2003,  the  Company  had  cash  and  cash   equivalents  of
approximately  $12 million.  Cash equivalents of $11.9 million consisted of U.S.
Treasury  Bills with an original  maturity  of three  months or less with yields
ranging  between  1.05%  and  1.137%.  Management  believes  its  cash  and cash
equivalents  are  sufficient for its remaining  business  activities and for the
costs of seeking an acquisition of an operating business.

     Net cash of $109,000 was used in operations for the quarter ended March 31,
2003,  compared to net cash used in operations of $182,000 for the quarter ended
March 31,  2002.  In 2003,  cash  flows  from the net loss of  $121,000  was the
primary reason for the cash used in operations. In 2002, cash flows from the net
loss of $419,000 offset by the increase in accrued  liabilities of $221,000 were
the primary reasons for the cash used in operations.

     Net cash of $79,000 was used in financing  activities  in the first quarter
of 2002 due to the repurchase of common stock.

Factors Which May Affect Future Results
---------------------------------------

     Future  earnings of the Company are  dependent on interest  rates earned on
the  Company's  invested  balances and  expenses  incurred,  particularly  legal
expenses associated with the Ono Arbitration.

Other Disclosures - Related Party Transactions
----------------------------------------------

     A  management  fee of $15,000 per month is paid to Asset Value Fund Limited
Partnership   ("AVF")  for  management   services  performed  for  the  Company.
Management  services  include,  among other  things,  SEC filings,  negotiation,
evaluating  merger  and  acquisition   proposals,   licensing,   accounting  and
shareholder  relations.   The  Company  believes  that  the  management  fee  is
materially less than the cost for the Company to perform these services.  AVF is
the beneficial owner of approximately 44% of the Company's Common Stock at March
31, 2003.



                                       9
<PAGE>





PART II.  OTHER INFORMATION
--------  -----------------
ITEM 1.   Legal Proceedings
-------   -----------------

          Arbitration I
          -------------

               Subsequent to March 31, 2001, disagreements arose between Cortech
          and Ono  Pharmaceutical  Co.,  Ltd.  ("Ono") as to the status of Ono's
          license  rights  under the 1999  agreement  (see Form  10-KSB for more
          inforation). On August 7, 2001, Cortech filed a Demand for Arbitration
          with  the  American   Arbitration   Association  against  Ono  seeking
          resolution of the dispute.  The arbitration  concluded in August 2002,
          purportedly  resolving  any  questions  concerning  the  ownership  of
          Cortech's Intellectual Property and Ono's development rights.

               In the  arbitration,  among other things,  Ono argued that it had
          the right to name 42 other compounds as "Developed  Compounds"  giving
          it the same rights with  respect to these  other  compounds  as it had
          with  respect to  ONO-6818.  Cortech  argued that Ono was  entitled to
          designate  only one of the 42 compounds as a back-up to ONO-6818.  The
          arbitration panel concurred with Cortech and provided Ono with 20 days
          to name one compound as the back-up which Ono did.

               Ono also argued and the  Arbitration  Panel  agreed that 15 other
          compounds  were  "Improved  Compounds"  to which Ono was  entitled  to
          exclusive  rights for oral uses.  However the  Arbitration  Panel gave
          Cortech the joint right to develop these "Improved  Compounds" for non
          oral use  subject  to  paying a  reasonable  royalty  on any  Products
          developed  outside the United States.  The Arbitration Panel also held
          that Ono had no  license,  express or  implied,  to  Cortech's  patent
          portfolio.

          Arbitration II
          -------------

               On November 1, 2002,  the Company  announced that Ono had advised
          it of Ono's  intention  to  discontinue  the  development  of ONO-6818
          because  of  potential  liver  toxicity.  In a  series  of  subsequent
          letters,  Ono sought to renegotiate its rights to make compounds using
          Cortech's  technology.  When Cortech declined, on February 7, 2003 Ono
          admitted  that  it  had  been  developing  what  it  called  "Improved
          Compounds"  since  April of 2002 and  that it had not  disclosed  this
          development as required by the 1999 Agreement, assuming that these new
          compounds met the Agreement's  definition of "Improved Compounds".  In
          further  breach of the 1999  Agreement,  Ono  refused  to  reveal  the
          chemical  structure  of  these  so-called  "Improved   Compounds"  and
          announced that Ono had filed a patent in Japan.  Within days,  Cortech
          received a notice of  Arbitration in which Ono claimed that its rights


                                       10
<PAGE>

          to develop and  designate  compounds  for  development  as  commercial
          products extended beyond the termination of the period provided in the
          1999 Agreement for designating developed Compounds, as defined in such
          agreement. Cortech intends to defend the Arbitration vigorously.

          Item 3.   Controls and Procedures
          -------   -----------------------

               Within the 90-day period prior to the filing of this report,  the
          Company carried out, under the supervision and with the  participation
          of the Company's management, including its Chief Executive Officer and
          Chief Financial  Officer,  an evaluation of the  effectiveness  of the
          design  and  operation  of  the  Company's   disclosure  controls  and
          procedures  (as  defined  in  Rule  13a-14(c)  and  15d-14  under  the
          Securities  Exchange  Act of 1934).  Based  upon and as of the date of
          that  evaluation,  the Chief  Executive  Officer  and Chief  Financial
          Officer  concluded  that the design and operation of these  disclosure
          controls  and  procedures  are  effective.  There were no  significant
          changes in the  Company's  internal  controls or in other factors that
          could  significantly  affect these internal controls subsequent to the
          date of their evaluation.


ITEM 6.  Exhibits and Reports on Form 8-K
-------  --------------------------------

     a.       Exhibits

               99.1 -  Certifications  pursuant to section 906 of the Sarbanes -
               Oxley Act of 2002.

     b.       Reports on Form 8-K

               No reports on Form 8-K were filed  during the  quarter  for which
               this report is being filed.
















                                       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.

                                             CORTECH, INC.

Date: May 13, 2003                           /s/ Sue Ann Itzel
                                             -------------------------------
                                             Sue Ann Itzel
                                             Treasurer
                                             (Principal Accounting and Financial
                                             Officer)



<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.

                                             CORTECH, INC.

Date: May 13, 2003
                                             ------------------------------
                                             Sue Ann Itzel
                                             Treasurer
                                             (Principal Accounting and Financial
                                             Officer)





































<PAGE>





                                 CERTIFICATIONS
I, Paul O. Koether, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Cortech, Inc.;

2.   Based on my knowledge,  this  quarterly  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 quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated  subsidiaries  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     quarterly  report  whether  there  were  significant  changes  in  internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

May 13, 2003                                /s/ Paul O. Koether
                                            -------------------------
                                            Paul O. Koether
                                            Chairman and Chief Executive Officer






<PAGE>





                                 CERTIFICATIONS
I, Sue Ann Itzel, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Cortech, Inc.;

2.   Based on my knowledge,  this  quarterly  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 quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated  subsidiaries  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     quarterly  report  whether  there  were  significant  changes  in  internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

May 13, 2003                                /s/ Sue Ann Itzel
                                            -----------------
                                            Sue Ann Itzel
                                            (Principal Accounting and Financial
                                            Officer)




<PAGE>


                                                                    Exhibit 99.1

     CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Public  Company  Accounting  Reform and  Investor
Protection Act of 2002 (18 U.S.C. 1350, as adopted),  John W. Galuchie, Jr., the
Chairman and President of Cortech, Inc., (the "Company"), and Sue Ann Itzel, the
Treasurer and Secretary of the Company each hereby  certifies  that, to the best
of their knowledge:

     1.   The  Company's  Quarterly  Report on Form 10-QSB for the period  ended
          March 31,  2003,  to which this  Certification  is attached as Exhibit
          99.1 (the "Periodic Report"),  fully complies with the requirements of
          Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934,
          as amended;

     and

     2.   The information  contained in the Periodic Report fairly presents,  in
          all material respects,  the financial  condition of the Company at the
          end of the  period  covered  by the  Periodic  Report  and  results of
          operations  of the  Company  for the period  covered  by the  Periodic
          Report.


Dated:   May 13, 2003


/s/ Paul O. Koether
-------------------------
Paul O. Koether
Chairman and Chief Executive Officer



/s/ Sue Ann Itzel
-------------------------
Sue Ann Itzel
Treasurer and Secretary