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: September 30, 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, 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
                                       -----    -----

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
                                    Yes  X    No
                                       -----    -----

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court.

                                     Yes      No
                                        -----   -----

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: As of October 31, 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.
                             CONDENSED BALANCE SHEET
                               SEPTEMBER 30, 2005
                                 ($000 Omitted)
                                   (UNAUDITED)


ASSETS
------

Current assets:
  Cash and cash equivalents                                           $ 11,331
  Other assets                                                               3
                                                                      --------
    Total assets                                                      $ 11,334
                                                                      ========

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

Current liabilities:
  Accrued liabilities                                                 $    122

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                                                  (  88,240)
                                                                      --------
    Total stockholders' equity                                          11,212
                                                                      --------
    Total liabilities and stockholders' equity                        $ 11,334
                                                                      ========










            See accompanying notes to condensed financial statements.






                                       2
<PAGE>

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


                                                         Three Months Ended
                                                            September 30,
                                                       ----------------------
                                                         2005          2004
                                                       --------      --------

Revenues:
  Interest and other income                             $   93        $   39

Expenses:
  General and administrative                                82            87
                                                        ------        ------

Income (loss) before income taxes                           11       (    48)
Provision for income taxes                                   -             -
                                                        ------        ------
Net income (loss)                                       $   11       ($   48)
                                                        ======        ======

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

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

















            See accompanying notes to condensed financial statements.




                                       3
<PAGE>

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


                                                         Nine Months Ended
                                                            September 30,
                                                       ---------------------
                                                         2005         2004
                                                       --------     --------

Revenues:
  Interest and other income                             $  234       $   91

Expenses:
  General and administrative                               262          348
                                                        ------       ------

Loss before income taxes                               (    28)     (   257)
Provision for income taxes                                   1            1
                                                        ------       ------
Net loss                                               ($   29)     ($  258)
                                                        ======       ======

Basic and diluted net loss per share                   ($  .01)     ($  .07)
                                                        ======       ======

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


















            See accompanying notes to condensed financial statements.




                                       4

<PAGE>

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



                                                         Nine Months Ended
                                                            September 30,
                                                       ---------------------
                                                         2005         2004
                                                       --------     --------

Cash flows from operating activities:
  Net loss                                            ($     29)   ($    258)
  Adjustments:
    Change in other assets                            (       1)           1
    Change in accrued liabilities                     (      21)   (      24)
                                                       --------     --------
       Net cash used in operating activities          (      51)   (     281)
                                                       --------     --------

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

Net decrease in cash and cash equivalents             (      51)   (     282)
Cash and cash equivalents at beginning of period         11,382       11,696
                                                       --------     --------
Cash and cash equivalents at end of period             $ 11,331     $ 11,414
                                                       ========     ========

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














            See accompanying notes to condensed financial statements.





                                       5

<PAGE>

                                  CORTECH, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.   General
     -------

          The  accompanying  unaudited  financial  statements  of Cortech,  Inc.
     ("Cortech" or the "Company") as of September 30, 2005 and for the three and
     nine  months  ended  September  30,  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  and  nine  months  ended
     September 30, 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  (increased to $21,000 in October
     2005)  is  paid  to  Asset  Value  Fund  Limited  Partnership  ("AVF")  for
     management  services.  These  services  include,  among other  things,  SEC
     filings,  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 a 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
     54.7% of Kent's outstanding common stock. Sue Ann Merrill,  Chief Financial
     Officer of the Company is also the Chief Financial Officer of Kent.


                                       6

<PAGE>

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

          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 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 September 30, 2005, 158,640 shares of Common Stock have been repurchased
     under this plan for  approximately  $557,000.  All shares  repurchased were
     returned to the status of  authorized  but  unissued  shares.  No shares of
     Common Stock were repurchased in the third quarter of 2005.

          On July 22, 2005,  the Company  received  notice from The Nasdaq Stock
     Market,  Listing Qualifications  Department,  that the staff had determined
     that the Company's  securities  would be de-listed from The Nasdaq SmallCap
     Market. The Company's  securities were de-listed at the opening of business
     on August 2, 2005. The Company did not appeal the staff's determination.

          The staff's determination, by letter dated July 22, 2005, was based on
     Nasdaq Marketplace Rules 4300 and 4330(a)(3), which provides generally that
     Nasdaq may apply more  stringent  criteria to preserve and  strengthen  the
     quality and  integrity  of the Nasdaq  Stock  Market and which gives Nasdaq
     discretionary  authority  over  continued  inclusion of  securities  in The
     Nasdaq Stock Market.  The staff stated its belief that the company does not
     have an operating business and that the company is a public shell.

          As of August 2, 2005, the Company's common stock is quoted on The Pink
     Sheets.

4.   Basic and Diluted Net Income (Loss) Per Share
     ---------------------------------------------

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

                                        Three Months Ended    Nine Months Ended
                                           September 30,         September 30,
                                        ------------------    -----------------
                                         2005        2004      2005       2004
                                         ----        ----      ----       ----


     Average shares outstanding for
       basic income (loss) per share     3,596      3,596      3,596      3,596

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

     Average shares outstanding for
       diluted income (loss) per share   3,596      3,596      3,596      3,596
                                         =====      =====      =====      =====


                                       7

<PAGE>

          Excluded from the  calculation  of diluted income (loss) per share for
     the three and nine months ended September 30, 2005 and 2004 are 365,881 and
     478,036 common stock options, respectively,  which, if included, would have
     an anti-dilutive effect.

     Cortech Stock Options Plans
     ---------------------------

          Cortech has issued  certain  common  stock  options to its  employees,
     directors and consultants. At September 30, 2005 Cortech had 365,881 common
     stock options outstanding.

          The Company applies Accounting Principles Board ("APB") Opinion 25 and
     related  interpretations  in accounting  for its options.  Accordingly,  no
     compensation  cost  has been  recognized  for  stock  options  issued.  Had
     compensation  cost for the issued stock options been determined  based upon
     the fair values at the dates of awards  under those plans  consistent  with
     the method of FASB  Statement  123, the Company's net income and net income
     per share would have been reduced to the pro forma amounts indicated below:

                                   Three Months Ended        Nine Months Ended
                                      September 30,             September 30,
                                   ------------------        -----------------
                                   2005          2004        2005         2004
                                   ----          ----        ----         ----
 Net income (loss) (in $000's)
    As reported                   $  11         ($  48)     ($  29)      ($ 258)
    Proforma compensation
     expense                     (   31)        (   31)     (   94)      (   94)
                                  -----          -----       -----        -----
    Pro forma                    ($  20)        ($  79)     ($ 123)      ($ 352)
                                  =====          =====       =====        =====

Basic and fully diluted
 net loss per share
    As reported                   $   -         ($ .01)     ($ .01)      ($ .07)
    Pro forma                    ($ .01)        ($ .02)     ($ .03)      ($ .10)

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

          In May 2005, the Financial  Accounting Standards Board ("FASB") issued
     Statement 154, "Accounting Changes and Error Corrections,  a replacement of
     APB  Opinion  No.  20 and FASB  Statement  No.  3." The  standard  requires
     retrospective  application  to prior  periods'  financial  statements  of a
     voluntary change in accounting principle unless it is deemed impracticable.
     The standard states that a change in method of  depreciation,  amortization
     or depletion  for  long-lived,  non-financial  assets be accounted for as a
     change in  accounting  estimate  that is affected by a change in accounting
     principle. The standard is effective for accounting changes and corrections
     of errors made occurring in fiscal years beginning after December 15, 2005.
     The adoption of Statement of Financial  Accounting  Standards  ("SFAS") No.
     154 is not expected to have a material  impact on the  Company's  financial
     position or results of operations.

                                       8

<PAGE>

          In  December   2004,   the  FASB   issued   Statement   123   (revised
     2004),"Share-Based  Payment  (SFAS  123R)."  The  standard  eliminates  the
     disclosure-only  election  under  the  prior  SFAS  123  and  requires  the
     recognition  of  compensation  expense for stock options and other forms of
     equity  compensation based on the fair value of the instruments on the date
     of grant.  The standard is effective for fiscal years  beginning after June
     15, 2005. The Company is currently assessing the impact that SFAS 123R will
     have on the results of operations and financial position.





























                                       9

<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
the Annual Report on Form 10-KSB for the fiscal year ended  December 31, 2004 of
Cortech,  Inc.  ("Cortech" or the "Company") 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 net income of $11,000, or $0 basic and fully diluted net income
per share,  for the quarter ended September 30, 2005,  compared to a net loss of
$48,000,  or $.01 basic and fully diluted loss per share, for the same period in
2004.  For the nine months ended  September 30, 2005,  Cortech had a net loss of
$29,000, or $.01 basic and fully diluted loss per share,  compared to a net loss
of $258,000, or $.07 basic and fully diluted loss per share, for the same period
in 2004.

Revenues
--------

     Interest  income  increased  to $83,000 and $224,000 for the three and nine
months ended September 30, 2005, respectively,  from $39,000 and $91,000 for the
same periods in 2004, due to higher yields on investments.

     Other income of $10,000 for the three and nine months ended  September  30,
2005 was earned in connection with a patent licensing agreement.



                                       10

<PAGE>

Expenses
--------

     General and  administrative  expenses decreased to $82,000 and $262,000 for
the three and nine months ended September 30, 2005,  respectively,  from $87,000
and $348,000 for the same periods in 2004,  due  principally to lower legal fees
incurred in connection with the Company's patent portfolio.

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

     At  September  30,  2005,  the  Company  had cash and cash  equivalents  of
approximately $11.3 million. Cash equivalents of $11.2 million consisted of U.S.
Treasury  Bills with a maturity of three  months or less at the date of purchase
with yields ranging  between 3.35% and 3.51%.  Working  capital at September 30,
2005 was $11.2 million.  Management  believes its cash and cash  equivalents are
sufficient  for its business  activities  for the next twelve months and for the
costs of seeking an acquisition of an operating business.

     Net cash of $51,000 was used in  operating  activities  for the nine months
ended  September  30,  2005,  compared to net cash used of $281,000 for the same
period in 2004.  For the 2005 period,  the net loss of $29,000,  combined with a
decrease in accrued  liabilities  of $21,000 and an increase in other  assets of
$1,000, accounted for the cash used in operations.  For the 2004 period, the net
loss of $258,000,  combined  with a decrease in accrued  liabilities  of $24,000
offset by a decrease in other assets of $1,000,  accounted  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
----------------------------------------------

     The Company pays a monthly  management fee of $15,000 (increased to $21,000
in October 2005) to Asset Value Fund Limited  Partnership ("AVF") for management
services.  These services include,  among other things, SEC filings,  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  54.7% 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.


                                       11

<PAGE>

Common Stock
------------

     On July 22, 2005, the Company received notice from The Nasdaq Stock Market,
Listing  Qualifications  Department,  that the  staff  had  determined  that the
Company's  securities  would be delisted from The Nasdaq  SmallCap  Market.  The
Company's securities were delisted at the opening of business on August 2, 2005.
The Company did not appeal the staff's determination.

     As of August 2,  2005,  the  Company's  common  stock is quoted on The Pink
Sheets.

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 September 30, 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,  2007,  the  Company  expects to begin,  in
fiscal  2006,  the system and process  documentation  and  evaluation  needed to
comply with Section 404.

















                                       12

<PAGE>

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

     None.

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

     None.

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
-------      --------

(a)          Exhibits
             --------

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





                                       13

<PAGE>

(1)  Filed as an exhibit to the  Company's  Registration  Statement on 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, 1998, and incorporated herein by reference.

(3)  Filed as an exhibit  to the  Company's  annual  report on Form 10-K for the
     year ended December 31, 1995, and incorporated herein by reference.

(4)  Filed as an exhibit to the  Company's  Registration  Statement on Form S-8,
     filed February 17, 1998, file number  33-46445,  or amendments  thereto and
     incorporated herein by reference.


***      Filed herewith.




























                                       14

<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: November 14, 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)

















                                       15

<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.

November 14, 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.


November 14, 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
          September 30, 2005, to which this Certification is attached as Exhibit
          32 (the "Quarterly  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 Quarterly Report fairly presents, in
          all  material  respects,   the  financial  condition  and  results  of
          operations of the Company.


Dated:   November 14, 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