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, 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
                                    -----   -----

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable date: As of July 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
                                  JUNE 30, 2005
                                 ($000 Omitted)
                                   (UNAUDITED)

ASSETS
------

Current assets:
  Cash and cash equivalents                                           $ 11,311
  Other assets                                                              13
                                                                      --------
    Total assets                                                      $ 11,324
                                                                      ========

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

Current liabilities:
  Accrued liabilities                                                 $    123
                                                                      --------

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                                                (  88,251)
                                                                      --------
    Total stockholders' equity                                          11,201
                                                                      --------
    Total liabilities and stockholders' equity                        $ 11,324
                                                                      ========










            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
                                                             June 30,
                                                     ----------------------
                                                       2005          2004
                                                     --------      --------

Revenues:
  Interest and other income                          $    77        $    28

Expenses:
  General and administrative                              96            154
                                                     -------        -------

Loss before income taxes                            (     19)      (    126)
Provision for income taxes                                 1              -
                                                     -------        -------
Net loss                                            ($    20)      ($   126)
                                                     =======        =======

Basic and diluted net loss per share                ($   .01)      ($   .04)
                                                     =======        =======

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)


                                                          Six Months Ended
                                                               June 30,
                                                        --------------------
                                                          2005        2004
                                                        --------    --------

Revenues:
  Interest and other income                              $   141     $    52

Expenses:
  General and administrative                                 180         261
                                                         -------     -------

Loss before income taxes                                (     39)   (    209)
Provision for income taxes                                     1           1
                                                         -------     -------
Net loss                                                ($    40)   ($   210)
                                                         =======     =======

Basic and diluted net loss per share                    ($   .01)   ($   .06)
                                                         =======     =======

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)



                                                         Six Months Ended
                                                              June 30,
                                                       --------------------
                                                         2005        2004
                                                       --------    --------

Cash flows from operating activities:
  Net loss                                            ($     40)  ($    210)
  Adjustments:
    Change in other assets                            (      11)  (       3)
    Change in accrued liabilities                     (      20)  (      27)
                                                       --------    --------
        Net cash used in operating activities         (      71)  (     240)
                                                       --------    --------

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

Net decrease in cash and cash equivalents             (      71)  (     241)
Cash and cash equivalents at beginning of period         11,382      11,696
                                                       --------    --------
Cash and cash equivalents at end of period             $ 11,311    $ 11,455
                                                       ========    ========


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 CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.   General
     -------

          The  accompanying  unaudited  financial  statements  of Cortech,  Inc.
     ("Cortech" or the  "Company") as of June 30, 2005 and for the three and six
     months  ended  June 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 fiscal 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 six months ended June 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  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 June 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 second quarter of 2005.

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

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

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

                                     Three Months Ended        Six Months Ended
                                           June 30,                June 30,
                                     ------------------       ------------------
                                     2005          2004       2005          2004
                                     ----          ----       ----          ----

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

   Dilutive effect of stock options      -             -          -            -
                                     -----         -----      -----        -----
   Average shares outstanding for
    dilutive loss per share          3,596         3,596      3,596        3,596
                                     =====         =====      =====        =====

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

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.


                                       7

<PAGE>

     154 is not expected to have a material  impact on the  Company's  financial
     position or results of operations.

          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.

6.   Subsequent Event
     ----------------

          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.

          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.
























                                       8

<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 a net loss of $20,000, or $.01 basic and fully diluted loss per
share, for the quarter ended June 30, 2005,  compared to a net loss of $126,000,
or $.04 basic and fully diluted loss per share, for the same period in 2004. For
the six months ended June 30, 2005,  Cortech had a net loss of $40,000,  or $.01
basic and fully diluted loss per share,  compared to a net loss of $210,000,  or
$.06 basic and fully diluted loss per share, for the same period in 2004.

Revenues
--------

     Interest  income  increased  to $77,000 and  $141,000 for the three and six
months ended June 30, 2005, respectively,  from $28,000 and $52,000 for the same
periods in 2004, due to higher yields on investments.







                                       9

<PAGE>

Expenses
--------

     General and  administrative  expenses decreased to $96,000 and $180,000 for
the three and six months ended June 30, 2005,  respectively,  from  $154,000 and
$261,000  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  June  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  original  maturities  of three  months or less and yields
ranging  between  2.57% and 3.03%.  Working  capital at June 30,  2005 was $11.2
million.  Management  believes its cash and cash  equivalents are sufficient for
its remaining  business  activities for the next twelve months and for the costs
of seeking an acquisition of an operating business.

     Net cash of $71,000 was used in  operations  for the six months  ended June
30, 2005, compared to net cash used in operations of $240,000 for the six months
ended June 30, 2004. For the 2005 period, the net loss of $40,000, combined with
a decrease in accrued  liabilities of $20,000 and an increase in other assets of
$11,000, accounted for the cash used in operations. For the 2004 period, the net
loss of $210,000, combined with a decrease in accrued liabilities of $27,000 and
an  increase  in  other  assets  of  $3,000,  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 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.



                                       10
<PAGE>

Subsequent Event
----------------

     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.

     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.

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 June 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, 2006, the Company  expects to begin,  in the
fourth  quarter of 2005,  the system and process  documentation  and  evaluation
needed to comply with Section 404.






                                       11

<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 June 30, 2005.

ITEM 3.    Defaults Upon Senior Securities
-------    -------------------------------

     None.

ITEM 4.    Submission of Matters to a Vote of Security Holders
-------    ---------------------------------------------------

     The Company held its 2005 Annual Meeting of  Stockholders  on May 17, 2005.
Five  Directors  were  elected.  The  following  is a vote  tabulation  for  the
nominees:

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

        Paul O. Koether              3,097,718                 5,462
        James L. Bicksler, Ph.D.     3,097,620                 5,560
        Diarmuid F. Boran            3,096,746                 6,434
        Rocco Mastrodomenico         3,097,564                 5,616
        Qun Yi Zheng, Ph.D.          3,097,664                 5,516

     The shareholders also voted to ratify the selection of Amper,  Politziner &
Mattia, P.C. as Independent Registered Public Accounting Firm of the Company for
the year ended  December 31, 2005.  The following is a vote  tabulation  for the
ratification.

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

            3,100,172                 1,974                    1,034

ITEM 5.    Other Information
-------    -----------------

     None.






                                       12

<PAGE>

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 ***

(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.







                                       13

<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: August 15, 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)





















                                       14

<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.

August 15, 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.


August 15, 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
          June 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:   August 15, 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