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, 2005
                                       --------------

                                       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, P.O. Box 74, Bedminster, New Jersey                07921
----------------------------------------------------                -----
         (Address of principal executive offices)                (Zip Code)

                                 (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 the latest  practicable  date:  As of April 30,  2005,  the
issuer had  3,595,780  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, 2005
                                   (in 000's)
                                   (UNAUDITED)

ASSETS
------

Current assets:
  Cash and cash equivalents                                       $ 11,354
  Other assets                                                          15
                                                                  --------
      Total assets                                                $ 11,369
                                                                  ========

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

Current liabilities:
  Accrued liabilities                                             $    148
                                                                  --------

Stockholders' equity:
  Preferred stock, $.002 par value,
    2,000,000 shares authorized,
    none issued                                                          -
  Common stock, $.002 par value;
    5,000,000 shares authorized;
    3,595,780 shares issued and outstanding                              7
  Additional paid-in capital                                        99,445
  Accumulated deficit                                            (  88,231)
                                                                  --------
      Total stockholders' equity                                    11,221
                                                                  --------
      Total liabilities and stockholders' equity                  $ 11,369
                                                                  ========







                 See accompanying notes to financial statements.




                                       2

<PAGE>

                                  CORTECH, INC.
                            STATEMENTS OF OPERATIONS
                      (in 000's, except per share amounts)
                                   (UNAUDITED)


                                                    Three Months Ended
                                                          March 31,
                                                  ----------------------
                                                    2005          2004
                                                  --------      --------

Revenues:
  Interest and other income                       $    64        $    25

Expenses:
  General and administrative                           84            108
                                                  -------        -------

Loss before income taxes                         (     20)      (     83)
Provision for income taxes                              -              1
                                                  -------        -------
Net loss                                         ($    20)      ($    84)
                                                  =======        =======

Basic and diluted net loss per share             ($   .01)      ($   .02)
                                                  =======        =======

Basic and diluted weighted average
  common shares outstanding                         3,596          3,596
                                                  =======        =======

















                 See accompanying notes to financial statements.





                                       3

<PAGE>

                                  CORTECH, INC.
                            STATEMENTS OF CASH FLOWS
                                   (in 000's)
                                   (UNAUDITED)

                                                     Three Months Ended
                                                           March 31,
                                                  ------------------------
                                                    2005            2004
                                                  --------        --------

Cash flows from operating activities:
  Net loss                                       ($     20)       ($     84)
  Adjustments:
    Change in other assets                       (      13)       (      22)
    Change in accrued liabilities                        5        (      10)
                                                  --------         --------
        Net cash used in operating activities    (      28)       (     116)
                                                  --------         --------

Cash flows from financing activities-
  Repurchase of common stock                             -        (       1)
                                                  --------         --------

Net decrease in cash and cash equivalents        (      28)       (     117)
Cash and cash equivalents at beginning of period    11,382           11,696
                                                  --------         --------
Cash and cash equivalents at end of period        $ 11,354         $ 11,579
                                                  ========         ========

Supplemental disclosure cash flow information:
  Cash paid for income taxes                      $      -         $      1
                                                  ========         ========














                 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, 2005 and for the three months
     ended March 31, 2005 and 2004 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,  2004 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, 2005
     and 2004 are not  necessarily  indicative of the results to be expected for
     the entire year or for any other period.

2.   Related Party Transactions
     --------------------------

          A  monthly  management  fee of  $15,000  is paid to Asset  Value  Fund
     Limited  Partnership  ("AVF")  for  management  services.   These  services
     include,  among other things, SEC filings,  negotiation,  evaluating merger
     and  acquisition  proposals,  accounting  and  shareholder  relations.  The
     Company  believes  that the  management  fee is less  than the cost for the
     Company to perform these  services.  This  arrangement may be terminated at
     will by either party. AVF is the beneficial  owner of approximately  50.06%
     of the  Company's  Common Stock.  The sole general  partner of AVF is Asset
     Value  Management,  Inc. ("AVM"),  a Delaware  Corporation and wholly-owned
     subsidiary  of  Kent  Financial   Services,   Inc.  ("KENT"),   a  Delaware


                                       5

<PAGE>

     Corporation.  Paul O. Koether, Chairman of the Company is also the Chairman
     of  Kent  and  the  beneficial  owner  of  approximately  54.3%  of  Kent's
     outstanding  common stock. Sue Ann Merrill,  Chief Financial Officer of the
     Company is also the Chief Financial Officer of Kent.

3.   Common Stock
     ------------

          On October 30, 2000 the Board of Directors approved a stock repurchase
     program  authorizing  the Company to repurchase up to 320,000 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,  2005,  158,640  shares of Common Stock were  repurchased  for
     approximately  $557,000. All shares repurchased were returned to the status
     of authorized but unissued shares.

4.   Basic and Diluted Net Loss Per Share
     ------------------------------------

          Basic loss per common  share is computed  by dividing  the net loss by
     the weighted-average number of common shares outstanding.  Diluted net loss
     per common  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 common  share and diluted  loss per
     common share are reconciled below (in 000's).

                                                   Three Months Ended
                                                         March 31,
                                                ------------------------
                                                  2005            2004
                                                --------        --------

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

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

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

          Excluded from the  calculation of diluted loss per share for the three
     months  ended March 31, 2005 and 2004 are 366,210 and 478,036  common stock
     options,  respectively,  which,  if  included  would have an  anti-dilutive
     effect.


                                       6

<PAGE>

5.   Recent Accounting Standards
     ---------------------------

          In December 2004, the Financial  Accounting  Standards  Board ("FASB")
     issued  Statement  of  Financial  Accounting  Standards  ("SFAS")  No.  123
     (revised 2004),  "Share-Based  Payment" ("SFAS 123R").  SFAS 123R addresses
     the accounting for share-based  payments to employees,  including grants of
     employee stock options. Under the new standard, companies will no longer be
     able  to  account  for  share-based  compensation  transactions  using  the
     intrinsic  method in accordance  with APB Opinion No. 25,  "Accounting  for
     Stock Issued to Employees".  Instead, companies will be required to account
     for such  transactions  using a fair-value method and recognize the related
     expense associated with share-based payments in the consolidated  statement
     of operations. SFAS 123R will be effective as of the beginning of the first
     fiscal  year  beginning  after June 15,  2005.  The  Company  is  currently
     assessing the impact that SFAS 123R will have on the results of operations,
     financial positions and cash flows.




























                                       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  Annual  Report on Form 10-KSB for the fiscal year ended  December 31,
2004 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
-------

     Until 1998, 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.
However,  the Company is not presently engaged in, nor has any present intention
to engage in, any efforts to further  develop or  commercialize  its  technology
portfolio.

     Currently,  the Company is seeking to redeploy its assets into an operating
business and is not otherwise engaged in any business activities.

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

     Cortech had a net loss of $20,000, or $.01 basic and fully diluted loss per
share,  for the three  months  ended March 31,  2005,  compared to a net loss of
$84,000,  or $.02 basic and fully diluted loss per share, for the same period of
2004.

Revenues
--------

     Interest  income was $64,000 and $25,000 for the three  months  ended March
31, 2005 and 2004, respectively. Higher yields on investments was the reason for
the increase.

Expenses
--------

     General and administrative  expenses were $84,000 in the three months ended
March 31, 2005  compared to $108,000 in the three months ended March 31, 2004, a

                                       8

<PAGE>

decrease of  $24,000.  This  decrease  was due  principally  to lower legal fees
incurred in connection with the Company's patent portfolio.

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

     At  March  31,  2005,  the  Company  had  cash  and  cash   equivalents  of
approximately $11.4 million. Cash equivalents of $11.1 million consisted of U.S.
Treasury Bills with an original  maturity of three months or less with yields of
approximately  2.8%.  Working capital at March 31, 2005 was approximately  $11.2
million.  Management  believes its cash and cash  equivalents are sufficient for
its  operations  for the next  twelve  months  and for the costs of  seeking  an
acquisition of an operating business.

     Net cash of $28,000 was used in operations  for the quarter ended March 31,
2005,  compared to net cash used in operations of $116,000 for the quarter ended
March 31,  2004.  For 2005,  cash  flows  from the net loss of  $20,000  and the
increase in other assets of $13,000  were the primary  reasons for the cash used
in  operations.  For  2004,  cash  flows  from the net loss of  $84,000  and the
increase in other assets of $22,000  were the primary  reasons for the cash used
in operations.

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.

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

     A monthly  management  fee of $15,000 is paid to Asset  Value Fund  Limited
Partnership ("AVF") for management services. These services include, among other
things, SEC filings,  negotiation,  evaluating merger and acquisition proposals,
accounting and shareholder  relations.  The Company believes that the management
fee is less  than the cost for the  Company  to  perform  these  services.  This
arrangement  may be terminated at will by either  party.  AVF is the  beneficial
owner of  approximately  50.06% of the Company's  Common Stock. The sole general
partner of AVF is Asset Value Management,  Inc. ("AVM"), a Delaware  Corporation
and  wholly-owned  subsidiary  of Kent  Financial  Services,  Inc.  ("KENT"),  a
Delaware  Corporation.  Paul O.  Koether,  Chairman  of the  Company is also the
Chairman  of Kent and the  beneficial  owner of  approximately  54.3% of  Kent's
outstanding  common  stock.  Sue Ann  Merrill,  Chief  Financial  Officer of the
Company is also the Chief Financial Officer of Kent.

Off-Balance Sheet Arrangements
------------------------------

     The Company has no off-balance sheet arrangements.


                                       9

<PAGE>

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

     As of the end of the period  covered by 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-15(e) and 15d-15(e)
under the  Securities  Exchange Act of 1934).  Based upon 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
was no change in the Company's  internal  control over  financial  reporting (as
defined in Rule  13a-15(f) and 15d-15(f)  under the  Securities  Exchange Act of
1934) during the quarter ended March 31, 2005 that has materially affected or is
reasonably  likely to  materially  affect the  Company's  internal  control over
financial reporting.

Compliance with Section 404 of Sarbanes-Oxley Act
-------------------------------------------------

     In order to achieve  compliance with Section 404 of the  Sarbanes-Oxley Act
of 2002 (the "Act") by December  31,  2006,  the  Company  expects to begin,  in
fiscal  2005,  the system and process  documentation  and  evaluation  needed to
comply with Section 404.






















                                       10

<PAGE>

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

     None.

ITEM 2.     Unregistered Sale of Equity Securities and Use of Proceeds
-------     ----------------------------------------------------------

Purchase of Equity Securities
-----------------------------

     In October 2000, the Board of Directors approved a stock repurchase program
authorizing  the Company to repurchase up to 320,000 shares of its common stock.
This  program has no  expiration  date.  No shares were  acquired in the quarter
ended March 31, 2005.

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
            --------

  3.1 (a)   Certificate of Incorporation of Cortech, Inc. as
            amended.(1)
      (b)   Certificate of Amendment of Certificate of
            Incorporated of Cortech, Inc.(2)

  3.3       Certificate of Designation for Series A Junior
            Participating Preferred Stock.(3)

  3.4       Amended and Restated ByLaws of Cortech, Inc.(4)

 31.1       Certification pursuant to Section 302 of the Sarbanes-Oxley Act
            of 2002 ***

 31.2       Certification pursuant to Section 302 of the Sarbanes-Oxley Act
            of 2002 ***

 32         Certification pursuant to Section 906 of the Sarbanes-Oxley Act
            of 2002 ***


                                       11
<PAGE>

(1)  Filed as an exhibit to the  Company's  Registration  Statement of Form S-1,
     filed October 13, 1992,  file number  33-53244,  or amendments  thereto and
     incorporated herein by reference.

(2)  Filed as an exhibit  to the  Company's  annual  report on Form 10-K for the
     year ended December 31, 1992, and incorporated herein by reference.

(3)  Filed as an exhibit to the  Company's  Registration  Statement on Form S-8,
     filed March 29,  1993,  file number  33-60242,  or  amendments  thereto and
     incorporated herein by reference.

(4)  Filed as an exhibit  to the  Company's  annual  report on Form 10-K for the
     year ended December 31, 1993, and incorporated herein by reference.


***  Filed herewith.

































                                       12

<PAGE>

                                   SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                    CORTECH, INC.

Date: May 13, 2005                  By:   /s/ Sue Ann Merrill
                                          --------------------------------------
                                          Sue Ann Merrill
                                          Chief Financial Officer, Treasurer
                                          and Secretary
                                          (Principal Accounting and Financial
                                          Officer and officer duly authorized to
                                          sign on behalf of the small business
                                          issuer)

















                                       13

<PAGE>

                                                                   EXHIBIT 31.1
                      CERTIFICATION PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002

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 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
     report;

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

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

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision, to ensure that material information relating to the small
          business  issuer,  including its  consolidated  subsidiaries,  is made
          known to us by others within those entities,  particularly  during the
          period in which this report is being prepared;

     b)   evaluated the effectiveness of the small business issuer's  disclosure
          controls and procedures  and presented in this report our  conclusions
          about the effectiveness of the disclosure controls and procedures,  as
          of the  end of the  period  covered  by  this  report  based  on  such
          evaluation; and

     c)   disclosed  in this  report any change in the small  business  issuer's
          internal  control over financial  reporting  that occurred  during the
          small business issuer's most recent fiscal quarter (the small business
          issuer's  fourth fiscal  quarter in the case of an annual report) that
          has materially affected, or is reasonably likely to materially affect,
          the small business issuer's internal control over financial reporting;
          and

5.   The small business issuer's other certifying  officer and I have disclosed,
     based on our most recent  evaluation  of internal  control  over  financial
     reporting,  to the small business issuer's auditors and the audit committee
     of small business  issuer's  board of directors (or persons  performing the
     equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the small  business  issuer's
          ability   to  record,   process,   summarize   and  report   financial
          information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a significant  role in the small business  issuer's
          internal control over financial reporting.


May 13, 2005                                         /s/ Paul O. Koether
                                                     ---------------------------
                                                     Paul O. Koether
                                                     Chairman, President and
                                                     Chief Executive Officer

<PAGE>

                                                                   EXHIBIT 31.2
                      CERTIFICATION PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002

I,   Sue Ann Merrill, certify that:

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

2.   Based on my knowledge, this 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
     report;

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

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

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision, to ensure that material information relating to the small
          business  issuer,  including its  consolidated  subsidiaries,  is made
          known to us by others within those entities,  particularly  during the
          period in which this report is being prepared;

     b)   evaluated the effectiveness of the small business issuer's  disclosure
          controls and procedures  and presented in this report our  conclusions
          about the effectiveness of the disclosure controls and procedures,  as
          of the  end of the  period  covered  by  this  report  based  on  such
          evaluation; and

     c)   disclosed  in this  report any change in the small  business  issuer's
          internal  control over financial  reporting  that occurred  during the
          small business issuer's most recent fiscal quarter (the small business
          issuer's  fourth fiscal  quarter in the case of an annual report) that
          has materially affected, or is reasonably likely to materially affect,
          the small business issuer's internal control over financial reporting;
          and

5.   The small business issuer's other certifying  officer and I have disclosed,
     based on our most recent  evaluation  of internal  control  over  financial
     reporting,  to the small business issuer's auditors and the audit committee
     of small business  issuer's  board of directors (or persons  performing the
     equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the small  business  issuer's
          ability   to  record,   process,   summarize   and  report   financial
          information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a significant  role in the small business  issuer's
          internal control over financial reporting.


May 13, 2005                                         /s/ Sue Ann Merrill
                                                     ---------------------------
                                                     Sue Ann Merrill
                                                     Chief Financial Officer

<PAGE>

                                                                     Exhibit 32

     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),  Paul O.  Koether,  the
Chairman,   President  and  Chief  Executive  Officer  of  Cortech,  Inc.,  (the
"Company"),  and Sue Ann Merrill,  the Chief  Financial  Officer,  Treasurer and
Secretary of the Company each hereby  certifies  that, to the best of his or her
knowledge:

     1.   The  Company's  Quarterly  Report on Form 10-QSB for the period  ended
          March 31, 2005, to which this  Certification is attached as Exhibit 32
          (the "Annual 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 Annual Report fairly presents, in all
          material respects,  the financial  condition and results of operations
          of the Company.


Dated:   May 13, 2005


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



/s/ Sue Ann Merrill
-----------------------------------
Sue Ann Merrill
Chief Financial Officer,
  Treasurer and Secretary