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, 2002
                                         ------------------

                                       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 October 31, 2002,  the issuer had 3,616,380  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
                               SEPTEMBER 30, 2002
                                 ($000 Omitted)
                                   (UNAUDITED)


ASSETS
------

Current assets:
  Cash and cash equivalents                                     $ 12,391
  Prepaid expenses and other                                          28
                                                                --------
    Total assets                                                $ 12,419
                                                                ========

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

Current liabilities:
  Accrued liabilities                                           $    406
                                                                --------
    Total liabilities                                                406
                                                                --------

Stockholders' equity:
  Preferred stock, $.002 par value,
   2,000,000 shares authorized,
   none issued                                                         -
  Common stock, $.002 par value, 5,000,000
   shares authorized, 3,616,380 shares
   issued and outstanding                                              7
Additional paid-in capital                                        99,500
Accumulated deficit                                            (  87,494)
                                                                --------
    Total stockholders' equity                                    12,013
                                                                --------

    Total liabilities and stockholders' equity                  $ 12,419
                                                                ========









                 See accompanying notes to financial statements.


                                       2


<PAGE>





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


                                                        Three Months Ended
                                                           September 30,
                                                      -----------------------
                                                        2002           2001
                                                      --------       --------

Revenues:
  Interest income                                       $   50         $  115

Expenses:
  General and administrative                                 2            213
                                                        ------         ------


Income (loss) before income taxes                           48        (    98)
Benefit for income taxes                                     -        (    16)
                                                        ------         ------
Net income (loss)                                       $   48        ($   82)
                                                        ======         ======

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

Basic and fully diluted weighted average common
  shares outstanding (in 000's)                          3,623          3,696
                                                        ======         ======






















                 See accompanying notes to financial statements.


                                       3


<PAGE>






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


                                                           Nine Months Ended
                                                             September 30,
                                                         ---------------------
                                                          2002           2001
                                                         ------         ------

Revenues:
  Interest income                                        $  162         $  472

Expenses:
  General and administrative                              1,178            562
                                                         ------         ------

Loss before income taxes                                ( 1,016)       (    90)
Benefit for income taxes                                      -        (     8)
                                                         ------         ------
Net loss                                                ($1,016)       ($   82)
                                                         ======         ======

Basic and fully diluted net
  loss per share                                        ($  .28)       ($  .02)
                                                         ======         ======

Basic and fully diluted weighted average common
  shares outstanding (in 000's)                           3,657          3,702
                                                         ======         ======






















                 See accompanying notes to financial statements.



                                       4

<PAGE>





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



                                                           Nine Months Ended
                                                             September 30,
                                                         ---------------------
                                                          2002           2001
                                                         ------         ------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                            ($  1,016)     ($     82)
  Adjustments:
  Change in prepaid expenses and other assets                10             51
  Change in accrued liabilities                             227      (      20)
                                                       --------       --------
    Net cash used in operating activities             (     779)     (      51)
                                                       --------       --------

CASH FLOWS FROM INVESTING ACTIVITIES-
  Maturities of short-term investments                        -          6,611
                                                       --------       --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of common stock                                    -            175
  Repurchase of common stock                          (     278)     (     223)
                                                       --------       --------
    Net cash used in financing activities             (     278)     (      48)
                                                       --------       --------

Net increase (decrease) in cash and cash equivalents  (   1,057)         6,512
Cash and cash equivalents, beginning of period           13,448          7,107
                                                       --------       --------
Cash and cash equivalents, end of period               $ 12,391       $ 13,619
                                                       ========       ========


















                 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  September  30, 2002 and for the
          three and nine months  ended  September  30, 2002 and 2001 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,
          2001 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,  2002 and 2001 are not  necessarily  indicative  of the
          results to be expected for the entire year or for any other period.

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

               As   previously   disclosed,    the   arbitration   against   Ono
          Pharmaceutical Co., Ltd ("Ono") concluded in August,  2002,  resolving
          any  questions  concerning  the  ownership of  Cortech's  intellectual
          property.  (For more information see the Company's Form 10-QSB for the
          period ended June 30, 2002.)

               On  November  1,  2002,  the  Company   announced  that  Ono  had
          determined to  discontinue  the  development  of ONO-6818,  a chemical
          compound generated by Ono from Cortech's  technology portfolio for use
          in Chronic  Onstructive  Pulmonary  Diseases  (COPD).  Ono stated that
          abnormal  elevation  of liver  function  test values was observed in a
          statistically  significant  greater  number of patients  treated  with
          ONO-6818  than in those  treated  with  placebo in clinical  trials in
          Japan.

                                       6
<PAGE>






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
          44% of the Company's Common Stock at September 30, 2002.

4.       Stock Options
         -------------

               In  2001,  50,000  non-qualified  stock  options  which  had been
          granted in 2000 were exercised for proceeds of $175,000.

5.       Common Stock
         ------------

               On May 14, 2001, the Company announced a 100% stock dividend. The
          record  date  for  the  stock  dividend  was  May  22,  2001  and  the
          distribution  date was June 1, 2001.  Accordingly,  all  common  share
          information has been restated to reflect this stock dividend.

               On  October  30,  2000 the Board of  Directors  approved  a stock
          repurchase program authorizing the Company to repurchase up to 320,000
          shares of its Common  Stock at prices  deemed  favorable  from time to
          time  in the  open  market  or in  privately  negotiated  transactions
          subject to market  conditions,  the Company's  financial  position and
          other  considerations.  As of September  30, 2002,  138,040  shares of
          Common Stock were repurchased for approximately  $501,000.  All shares
          repurchased  were  returned to the status of  authorized  but unissued
          shares.

6.       Net Income (Loss) Per Share
         ---------------------------

               Basic net income  (loss) per share is computed  by  dividing  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.





                                       7




<PAGE>







     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,
                                      ------------------      -----------------
                                      2002          2001      2002         2001
                                      ----          ----      ----         ----


Average shares outstanding for
  basic income (loss) per share       3,623        3,696      3,657       3,702

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

Average shares outstanding for
  diluted income (loss) per share     3,623        3,696      3,657       3,702
                                      =====        =====      =====       =====


     Excluded from the  calculation  of diluted loss per share for the three and
nine months ended  September 30, 2002 and 2001 are 310,000  common stock options
which, if included, would have an antidilutive effect.




























                                       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
Cortech,  Inc.'s  ("Cortech" or the "Company") 2001 Annual Report on Form 10-KSB
as well  as the  Company's  financial  statements  and  notes  thereto  included
elsewhere in this Quarterly Report on Form 10-QSB. When used in this discussion,
the  word   "expects"   and  similar   expressions   are  intended  to  identify
forward-looking   statements.   Such   statements   are  subject  to  risks  and
uncertainties  that could cause actual results to differ  materially  from those
projected. The forward-looking  statements contained herein speak only as of the
date hereof.  The Company  expressly  disclaims any obligation or undertaking to
release  publicly  any updates or revisions  to any  forward-looking  statements
contained herein to reflect any change in the Company's expectations with regard
thereto or any change in events,  conditions or  circumstances on which any such
statement is based.

General
-------

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

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

     Cortech had net income of $48,000 for the three months ended  September 30,
2002 or $.01  basic  and  fully  diluted  earnings  per  share and a net loss of
$1,016,000  or $.28 basic and fully  diluted  loss per share for the nine months
ended  September  30, 2002,  compared to a net loss of $82,000 or $.02 basic and
fully  diluted loss per share for the three and nine months ended  September 30,
2001.

     Interest income was $50,000 and $162,000 in the three and nine months ended
September 30, 2002, respectively, compared to $115,000 and $472,000 for the same
periods in 2001,  a decrease of $65,000 and $310,000 in the three and nine month
periods,  respectively.  Lower yields on investments and lower invested balances
were the reasons for this decrease.

     General and administrative expenses were $2,000 and $1,178,000 in the three
and nine months ended September 30, 2002, respectively, compared to $213,000 and
$562,000 in the same periods in 2001, respectively.  The increase of $616,000 in
the nine  months  ended  September  30,2002  was due  principally  to legal fees
incurred in connection with the Company's  arbitration  with Ono  Pharmaceutical
Company, Ltd (the "Ono Arbitration").  In the third quarter of 2002, general and
administrative  expenses decreased by $211,000 from the same quarter in 2001 due
primarily to reimbursements  of fees previously  expensed in connection with the
Ono Arbitration.

                                       9
<PAGE>







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

     At  September  30,  2002,  the  Company  had cash and cash  equivalents  of
approximately $12.4 million. Cash equivalents of $11.9 million consisted of U.S.
Treasury  Bills with a maturity of three  months or less at the date of purchase
with yields  ranging  between 1.6% and 1.69%.  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 $779,000 was used in operating  activities  for the nine months
ended  September  30,  2002  compared  to net cash used of $51,000  for the same
period in 2001. In 2002,  cash consumed by the net loss of $1,016,000 was offset
by the change in accrued  liabilities of $227,000.  In 2001, cash flows from the
net loss of $82,000 was the primary reason for the cash used in operations.

     Net cash of $6.6 million was provided by investing  activities  in the nine
months  ended   September  30,  2001,   due  to  the  maturities  of  short-term
investments.

     Net cash of $278,000  was used in financing  activities  in the nine months
ended  September 30, 2002,  due to the  repurchase of common stock.  Net cash of
$48,000 was used in financing  activities in the nine months ended September 30,
2001 due to the issuance and repurchase of common stock of $175,000 and $223,000
respectively.


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

     Future  earnings of the Company are  dependent on interest  rates earned on
the Company's invested balances and expenses incurred.


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

     A  management  fee of $15,000 per month is paid to Asset Value Fund Limited
Partnership   ("AVF")  for  management   services  performed  for  the  Company.
Management  services  include,  among other  things,  SEC filings,  negotiation,
evaluating  merger  and  acquisition   proposals,   licensing,   accounting  and
shareholder  relations.   The  Company  believes  that  the  management  fee  is
materially less than the cost for the Company to perform these services.  AVF is
the  beneficial  owner of  approximately  44% of the  Company's  Common Stock at
September 30, 2002.















                                       10

<PAGE>






Nasdaq Listing
--------------

     On October 1, 2002 the  Company  announced  that the  Nasdaq  Stock  Market
approved  the  Company's  request to  transfer  its  common  stock to the Nasdaq
SmallCap  Market  from the Nasdaq  National  Market  effective  October 4, 2002.
Cortech's  stock will  continue  to trade  under the symbol  "CRTQ." The Company
requested the transfer to the Nasdaq  SmallCap  Market  because it was unable to
meet the Minimum Market Value of Publicly Held Shares  requirement for continued
listing  on  the  Nasdaq  National  Market  as set  forth  in  Marketplace  Rule
4450(e)(1).

Disclosure controls and procedures
----------------------------------

     Within the 90 days prior to the date of this  report,  the Company  carried
out an  evaluation,  under the  supervision  and with the  participation  of the
Company's  management,  including  the Company's  President and Chief  Financial
Officer,  of the  effectiveness  of the design and  operation  of the  Company's
disclosure controls and procedures  pursuant to Exchange Act Rule 13a-14.  Based
upon that evaluation,  the President and Chief Financial  Officer concluded that
the  Company's  disclosure  controls  and  procedures  are  effective  in timely
alerting  them to material  information  relating to the Company  required to be
included  in the  Company's  periodic  SEC  filings.  There were no  significant
changes in internal controls,  or other factors, that could significantly affect
these controls, subsequent to the date of evaluation.



































                                       11

<PAGE>




PART II  -  OTHER INFORMATION
-------     -----------------

ITEM 1.  -  LEGAL PROCEEDINGS
-------     -----------------

     As previously  disclosed,  the arbitration  against Ono Pharmaceutical Co.,
Ltd ("Ono") concluded in August,  2002,  resolving any questions  concerning the
ownership of Cortech's  intellectual  property.  (For more  information  see the
Company's Form 10-QSB for the period ended June 30, 2002.)

     On  November 1, 2002,  the Company  announced  that Ono had  determined  to
discontinue the development of ONO-6818,  a chemical  compound  generated by Ono
from Cortech's  technology  portfolio for use in Chronic  Onstructive  Pulmonary
Diseases  (COPD).  Ono stated that  abnormal  elevation of liver  function  test
values was observed in a  statistically  significant  greater number of patients
treated with ONO-6818  than in those treated with placebo in clinical  trials in
Japan.


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

     a.     Exhibits

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

     b.     Reports on Form 8-K

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



























                                       12

<PAGE>





                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                                    CORTECH, INC.

Date: November 14, 2002                             /s/ Sue Ann Itzel
                                                    -------------------------
                                                    Sue Ann Itzel
                                                    Treasurer
                                                   (Principal Accounting
                                                    and Financial Officer)







                                       13

<PAGE>





                                 CERTIFICATIONS
I, Paul O. Koether, certify that:

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

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

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

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

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

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

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

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

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

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

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

November 14, 2002                                        /s/ PAUL O. KOETHER
                                                         -------------------
                                                         Paul O. Koether
                                                         Chairman




                                       14

<PAGE>






                                 CERTIFICATIONS
I, Sue Ann Itzel, certify that:

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

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

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

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

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

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

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

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

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

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

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

November 14, 2002                                        /s/ SUE ANN ITZEL
                                                         ------------------
                                                         Sue Ann Itzel
                                                         Chief Financial Officer
                                                         Treasurer and Secretary


                                       15
<PAGE>







                                                                   Exhibit 99.1

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


Pursuant to Section 906 of the Public  Company  Accounting  Reform and  Investor
Protection  Act of 2002 (18 U.S.C.  1350,  as  adopted),  Paul O.  Koether,  the
Chairman  of  Cortech,  Inc.,  (the  "Company"),  and Sue Ann  Itzel,  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
          September 30, 2002, to which this Certification is attached as Exhibit
          99.1 (the "Periodic Report"),  fully complies with the requirements of
          Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934,
          as amended;

          and

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


Dated:   November 14, 2002


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



/s/ Sue Ann Itzel
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Sue Ann Itzel
Chief Financial Officer,
Treasurer and Secretary