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: June 30, 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 July 31,  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
                                  JUNE 30, 2003
                                 ($000 Omitted)
                                   (UNAUDITED)



ASSETS
------

Current assets:
  Cash and cash equivalents                                    $ 11,839
  Prepaid expenses and other                                         38
                                                               --------
    Total assets                                               $ 11,877
                                                               ========

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

Current liabilities:
  Accrued liabilities                                          $    187
                                                               --------
    Total liabilities                                               187
                                                               --------

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                                         (  87,763)
                                                               --------
    Total stockholders' equity                                   11,690
                                                               --------

    Total liabilities and stockholders' equity                 $ 11,877
                                                               ========










                 See accompanying notes to financial statements.




                                       2

<PAGE>






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


                                                          Three Months Ended
                                                               June 30,
                                                        ----------------------
                                                          2003          2002
                                                        --------      --------

Revenues:
  Interest income                                        $    30       $    56

Expenses:
  General and administrative                                  97           702
                                                         -------       -------

Loss before income taxes                                (     67)     (    646)
Provision for income taxes                                     -             -
                                                         -------       -------
Net loss                                                ($    67)     ($   646)
                                                         =======       =======

Basic and fully diluted net
  loss per share                                        ($   .02)     ($   .18)
                                                         =======       =======

Basic and diluted weighted average
  common shares outstanding (in 000's)                     3,596         3,660
                                                         =======       =======
























                 See accompanying notes to financial statements.




                                       3
<PAGE>






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


                                                          Six Months Ended
                                                               June 30,
                                                        --------------------
                                                          2003        2002
                                                        --------    --------

Revenues:
  Interest income                                       $    63     $    112

Expenses:
  General and administrative                                249        1,176
                                                        -------      -------

Loss before income taxes                               (    186)    (  1,064)
Provision for income taxes                                    2            -
                                                        --------     -------
Net loss                                               ($   188)    ($ 1,064)
                                                        =======      =======

Basic and fully diluted net
  loss per share                                       ($   .05)    ($   .29)
                                                        =======      =======

Basic and diluted weighted average
  common shares outstanding (in 000's)                    3,596        3,674
                                                        =======      =======





















                 See accompanying notes to financial statements.





                                       4

<PAGE>







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



                                                          Six Months Ended
                                                              June 30,
                                                        --------------------
                                                          2003        2002
                                                        --------    --------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                             ($    188) ($  1,064)
  Adjustments:
    Change in other assets                             (      31)         2
    Change in accrued liabilities                      (       2)       318
                                                        --------   --------
        Net cash used in operating activities          (     221) (     744)
                                                        --------   --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Repurchase of common stock                                   -  (     221)
                                                        --------   --------
        Net cash used in financing activities                  -  (     221)
                                                        --------   --------

Net decrease in cash and cash equivalents              (     221) (     965)
Cash and cash equivalents at beginning of period          12,060     13,448
                                                        --------   --------
Cash and cash equivalents at end of period              $ 11,839   $ 12,483
                                                        ========   ========


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



















                 See accompanying notes to 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 June 30, 2003 and for the three and
          six  months  ended  June  30,  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 and six months ended June
          30, 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
          2002,  purportedly resolving any questions concerning the ownership of
          Cortech's Intellectual Property and Ono's development rights.



                                       6

<PAGE>






               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
          management  fee is  materially  less than the cost for the  Company to
          perform these services.  AVF is the beneficial  owner of approximately
          45% of the Company's Common Stock at June 30, 2003.

                                       7

<PAGE>







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

               In  October,  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 June 30, 2003,  158,140 shares of Common
          Stock  have  been  repurchased   under  this  plan  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  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).
<TABLE>
<S>                                                     <C>          <C>             <C>            <C>

                                                        Three Months Ended             Six Months Ended
                                                              June 30, _ _                 June 30,
                                                        ------------------            ------------------
                                                        2003          2002            2003          2002
                                                        ----          ----            ----          ----

         Average shares outstanding for
           basic loss per share                        3,596         3,660           3,596         3,674

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

         Average shares outstanding for
           dilutive loss per share                     3,596         3,660           3,596         3,674
                                                       =====         =====           =====         =====

</TABLE>



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,  Inc.'s  ("Cortech" or the "Company") 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

                                       8
<PAGE>






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 $67,000 or $.02 basic and fully  diluted loss per
share for the quarter  ended June 30, 2003 compared to a net loss of $646,000 or
$.18 basic and fully diluted loss per share for the same period in 2002. For the
six months  ended June 30,  2003,  Cortech had a net loss of  $188,000,  or $.05
basic and fully  diluted loss per share  compared to a net loss of $1,064,000 or
$.29 basic and fully diluted loss per share for the same period in 2002.

Revenues
--------

     Interest  income was $30,000 and $63,000 in the three and six months  ended
June 30,  2003,  respectively,  compared  to $56,000 and  $112,000  for the same
periods in 2002,  a decrease  of $26,000  and $49,000 in the three and six month
periods,  respectively.  Lower yields on investments and lower invested balances
were the reasons for this decrease.

Expense
-------

     General and administrative  expenses were $97,000 and $249,000 in the three
and six months ended June 30, 2003, respectively, and $702,000 and $1,176,000 in
the same periods in 2002,  respectively,  a decrease of $605,000  and  $927,000.
This  decrease was due  principally  to lower legal fees  incurred in connection
with the  Company's  arbitrations  with Ono  Pharmaceutical  Co.,  Ltd (the "Ono
Arbitration"). The Company anticipates additional expenses in 2003 in connection
with the Ono Arbitration. (For more information on the Ono Arbitration, see Part
II - Other Information, Item 1, Legal Proceedings.




                                       9
<PAGE>






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

     At  June  30,  2003,   the  Company  had  cash  and  cash   equivalents  of
approximately $11.8 million. Cash equivalents of $11.7 million consisted of U.S.
Treasury  Bills with an original  maturity  of three  months or less with yields
ranging  between  .775%  and  .817%.  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 $221,000  was used by operating  activities  for the six months
ended  June 30,  2003  compared  to net cash  used by  operating  activities  of
$744,000  for the same period in 2002.  Cash flows caused by the net losses were
the primary reasons for the cash used in operating activities.

     Net cash of $221,000  was used in  financing  activities  in the six months
ended June 30, 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  45% of the Company's Common Stock at June
30, 2003.












                                       10



<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  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 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.





                                       11
<PAGE>






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 4.   Submissions of Matters to a Vote of Security Holders
-------   ----------------------------------------------------

     The Company held its Annual Meeting of  Stockholders  on May 20, 2003. Five
Directors were elected. The following is a vote tabulation for the nominees:


          NOMINEE                     FOR                WITHHELD
          -------                     ---                --------

     Paul O. Koether               3,427,145               8,262
     James L. Bicksler             3,427,145               8,262
     Diarmuid F. Boran             3,426,961               8,446
     Sheri Perge Stettner          3,427,145               8,262
     Qun Yi Zheng                  3,427,145               8,262

     The    shareholders    also    voted   to   ratify   the    selection    of
PricewaterhouseCoopers  LLP as Independent  Auditors of the Company for the year
ended  December  31,  2003.   The  following  is  a  vote   tabulation  for  the
ratification.

            FOR                     AGAINST              WITHHELD
            ---                     -------              --------

         3,433,041                   1,999                 367












                                       12


<PAGE>






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

     a.      Exhibits

             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.


     b.      Reports on Form 8-K

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


                                       13
<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities and 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: August 13, 2003                             /s/ Sue Ann Merrill
                                                  ------------------------------
                                                  Sue Ann Merrill
                                                  Treasurer
                                                  (Principal Accounting
                                                  and Financial Officer)


<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities and 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: August 13, 2003
                                                  ------------------------------
                                                  Sue Ann Merrill
                                                  Treasurer
                                                  (Principal Accounting
                                                  and Financial Officer)

                                       14
<PAGE>

                                                                            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 registrant as of, and for, the periods presented in this 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-15(e) and 15d-15(e))  and internal  control over
     financial  reporting  (as  defined  in  Exchange  Act Rules  13a-15(f)  and
     15d-15(f)) for the registrant 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
               registrant,  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)   designed  such  internal  control over  financial  reporting,  or
               caused such  internal  control  over  financial  reporting  to be
               designed under our supervision,  to provide reasonable  assurance
               regarding  the   reliability  of  financial   reporting  and  the
               preparation  of financial  statements  for  external  purposes in
               accordance with generally accepted accounting principles;

          c)   evaluated  the  effectiveness  of  the  registrant'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

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

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, 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  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant'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  registrant's
               internal control over financial reporting.

August 13, 2003                                   /s/ PAUL O. KOETHER
                                                  ------------------------------
                                                  Paul O. Koether
                                                  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 registrant as of, and for, the periods presented in this 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-15(e) and 15d-15(e))  and internal  control over
     financial  reporting  (as  defined  in  Exchange  Act Rules  13a-15(f)  and
     15d-15(f)) for the registrant 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
               registrant,  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)   designed  such  internal  control over  financial  reporting,  or
               caused such  internal  control  over  financial  reporting  to be
               designed under our supervision,  to provide reasonable  assurance
               regarding  the   reliability  of  financial   reporting  and  the
               preparation  of financial  statements  for  external  purposes in
               accordance with generally accepted accounting principles;

          c)   evaluated  the  effectiveness  of  the  registrant'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

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

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, 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  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant'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  registrant's
               internal control over financial reporting.

August 13, 2003                                   /s/ Sue Ann Merrill
                                                  ------------------------------
                                                  Sue Ann Merrill
                                                  (Principal Accounting and
                                                  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 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 their knowledge:

          1.   The  Company's  Quarterly  Report on Form  10-QSB  for the period
               ended June 30, 2003, to which this  Certification  is attached as
               Exhibit  32 (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:   August 13, 2003


/s/ Paul O. Koether
---------------------
Paul O. Koether
Chairman



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