U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[X]       QUARTERLY REPORT UNDER SECTION 13 OR  15(d) OF THE SECURITIES EXCHANGE
          ACT OF 1934

          For the quarterly period ended: March 31, 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 April 30, 2002,  the issuer had  3,670,162  shares of its
common stock, par value $.002 per share, outstanding.

     Transitional Small Business Disclosure Format (check one):
                                 Yes      No X
                                    ---     ---

<PAGE>

PART I.  FINANCIAL INFORMATION
-------  ---------------------
ITEM 1.  Financial Statements
-------  --------------------



                                 CORTECH, INC.
                                 BALANCE SHEET
                                 MARCH 31, 2002
                                 ($000 Omitted)
                                  (UNAUDITED)

ASSETS
------

Current assets:
  Cash and cash equivalents                                         $ 13,187
  Prepaid expenses and other                                              22
                                                                    --------
      Total assets                                                  $ 13,209
                                                                    ========

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

Current liabilities:
  Accrued liabilities                                               $    400
                                                                    --------
      Total liabilities                                                  400
                                                                    --------

Stockholders' equity:
  Preferred stock, $.002 par value,
    2,000,000 shares authorized,
    none issued                                                            -
  Common stock, $.002 par value, 5,000,000
    shares authorized, 3,674,212 shares
    issued and outstanding                                                 7
  Additional paid-in capital                                          99,699
  Accumulated deficit                                              (  86,897)
                                                                    --------
      Total stockholders' equity                                      12,809
                                                                    --------

      Total liabilities and stockholders' equity                    $ 13,209
                                                                    ========


                 See accompanying notes to financial statements.



                                       2


<PAGE>

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


                                                        Three Months Ended
                                                              March 31,
                                                      ------------------------
                                                        2002            2001
                                                      --------        --------

Revenues:
  Interest income                                    $     55         $    192

Expenses:
  General and administrative                              474              124
                                                     --------         --------

Income (loss) before income taxes                   (     419)              68
Provision for income taxes                                  -                4
                                                     --------         --------
Net income (loss)                                   ($    419)        $     64
                                                     ========         ========

Basic and diluted net income (loss)
  per share                                         ($    .11)        $    .02
                                                     ========         ========

Basic weighted average common shares
  outstanding (in 000's)                                3,689            3,714
                                                     ========         ========

Diluted weighted average common shares
  outstanding (in 000's)                                3,689            3,750
                                                     ========         ========










                 See accompanying notes to financial statements.




                                       3


<PAGE>

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

                                                         Three Months Ended
                                                               March 31,
                                                       ------------------------
                                                         2002            2001
                                                       --------        --------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                   ($    419)       $     64
  Adjustments:
    Change in accrued interest on short-term
      investments                                             -       (      95)
    Change in prepaid expenses and other assets              16               7
    Change in accrued liabilities                           221       (      32)
                                                       --------        --------
        Net cash used in operating activities         (     182)      (      56)
                                                       --------        --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of common stock                                    -             175
  Repurchase of common stock                          (      79)      (     223)
                                                       --------        --------
        Net cash used in financing activities         (      79)      (      48)
                                                       --------        --------

Net decrease in cash and cash equivalents             (     261)      (     104)
Cash and cash equivalents at beginning of period         13,448           7,107
                                                       --------        --------
Cash and cash equivalents at end of period             $ 13,187        $  7,003
                                                       ========        ========












                 See accompanying notes to financial statements.




                                       4



<PAGE>

                                  CORTECH, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.   General
     -------

          The  accompanying  unaudited  financial  statements  of Cortech,  Inc.
     ("Cortech" or the  "Company") as of March 31, 2002 and for the three months
     ended March 31, 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.

          Prior years' financial statements have been reclassified to conform to
     the current year's presentation.

          The results of  operations  for the three  months ended March 31, 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
     -----------------

          On August 7, 2001,  Cortech  filed a Demand for  Arbitration  with the
     American  Arbitration  Association  against Ono  Pharmaceutical  Co,.  Ltd.
     ("Ono") seeking  resolution of a dispute regarding the  interpretation of a
     June 28, 1999 Research,  Development  and License  Agreement  ("Agreement")
     with Ono. The Agreement provides for the development and  commercialization
     of a  pharmaceutical  product.  Cortech and Ono  disagree  with  respect to
     Article  IV of the  Agreement,  which  concerns  the  scope of the  license
     granted to Ono thereunder.  Cortech seeks an order interpreting  Article IV



                                       5

<PAGE>

     of the Agreement and related provisions,  and the rights and obligations of
     the  parties  thereunder,  including  a  determination  of the  payments to
     Cortech under Article VII of the Agreement. On December 20, 2001, Ono filed
     its Statement of Defense and  Counterclaims,  seeking an order interpreting
     other provisions of the Agreement  including,  without limitation,  certain
     provisions  relating  to the rights and  obligations  of the  parties  with
     respect to so-called  "Improved  Compounds,"  as defined in the  Agreement.
     Cortech has no assurance  that it will be  successful  in the  arbitration,
     and,  even if  successful,  the  arbitration  may require  Cortech to incur
     significant  legal costs,  impact Cortech's  ability to conduct business or
     take  advantage of new business  opportunities,  lower the stock price,  or
     divert management's attention from Cortech's primary business activities in
     general.

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  41% of the
     Company's Common Stock at March 31, 2002.

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

          In 2001, 25,000  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 with a
     record  date  and  distribution  date of May 22,  2001  and  June 1,  2001,
     respectively.  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 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 March 31,  2002,  80,208  shares of Common  Stock were  repurchased  for
     approximately  $302,000. All shares repurchased were returned to the status
     of authorized but unissued shares.


                                       6


<PAGE>

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 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  earnings  (loss)  per  share and  diluted
     earnings (loss) per share are reconciled below (in 000's).

                                                       Three Months Ended
                                                             March 31,
                                                     ------------------------
                                                       2002            2001
                                                     --------        --------

     Average shares outstanding
       for basic earnings (loss) per share             3,689           3,714

     Dilutive effect of stock options                      -              36
                                                      ------          ------

     Average shares outstanding
       for dilutive earnings (loss) per share          3,689           3,750
                                                      ======          ======


          Excluded  from the  calculation  of earnings  (loss) per share for the
     quarter  ended March 31, 2002 are 330,000  common stock options  which,  if
     included, would have an antidilutive effect.

















                                       7

<PAGE>

ITEM 2.     Management's  Discussion and  Analysis  of  Financial  Condition and
------      --------------------------------------------------------------------
            Results of Operations
            ---------------------

     The following  discussion and analysis  should be read in conjunction  with
Cortech's  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
---------------------

Revenues
--------

     Cortech had a net loss of $419,000 or $.11 basic and fully diluted loss per
share for the three  months  ended  March 31,  2002,  compared  to net income of
$64,000 or $.02 basic and fully  diluted  earnings per share for the same period
of 2001.

     Interest  income was $55,000 and  $192,000 for the three months ended March
31, 2002 and 2001, respectively, a decrease of $137,000. Lower invested balances
and lower yields on investments was the reason for the decrease.



                                       8


<PAGE>

Expenses
--------

     General and  administrative  expenses  increased from $124,000 in the three
months  ended March 31, 2001 to  $474,000  in the three  months  ended March 31,
2002.  This  increase  was due  principally  to higher  legal fees  incurred  in
connection with the Company's on-going arbitration with Ono  Pharmaceutical Co.,
Ltd. (the "Ono Arbitration") The Company anticipates  significant legal expenses
in the second  quarter of 2002 in  connection  with this  arbitration.  For more
information on the Ono  Arbitration,  see Part II - Other  Information,  Item 1.
Legal Proceedings.

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

     At  March  31,  2002,  the  Company  had  cash  and  cash   equivalents  of
approximately $13.2 million. Cash equivalents of $13.2 million consisted of U.S.
Treasury  Bills with an original  maturity  of three  months or less with yields
ranging  between  1.77%  and  1.84%.  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 $182,000 was used in operations for the quarter ended March 31,
2002,  compared to net cash used in  operations of $56,000 for the quarter ended
March 31, 2001. In 2002,  cash flows from the net loss of $419,000 offset by the
increase in accrued  liabilities  of $221,000  were the primary  reasons for the
cash used in operations.  In 2001,  cash flows from net income of $64,000 offset
by the increase in accrued interest on short-term investments of $95,000 and the
decrease in accrued liabilities of $32,000 were the primary reasons for the cash
used in operations.

     Net cash of $79,000 was used in financing  activities  in the first quarter
of 2002 due to the  repurchase of common stock.  Net cash of $48,000 was used in
financing  activities  in the  first  quarter  of 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,  particularly  legal
expenses associated with the Ono Arbitration.







                                       9


<PAGE>

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 41% of the Company's Common Stock at March
31, 2002.




































                                       10



<PAGE>

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

          On August 7, 2001,  Cortech  filed a Demand for  Arbitration  with the
     American  Arbitration  Association  against Ono  Pharmaceutical  Co.,  Ltd.
     ("Ono") seeking  resolution of a dispute regarding the  interpretation of a
     June 28, 1999 Research,  Development  and License  Agreement  ("Agreement")
     with Ono. The Agreement provides for the development and  commercialization
     of a  pharmaceutical  product.  Cortech and Ono  disagree  with  respect to
     Article  IV of the  Agreement,  which  concerns  the  scope of the  license
     granted to Ono thereunder.  Cortech seeks an order interpreting  Article IV
     of the Agreement and related provisions,  and the rights and obligations of
     the  parties  thereunder,  including  a  determination  of the  payments to
     Cortech under Article VII of the Agreement. On December 20, 2001, Ono filed
     its Statement of Defense and  Counterclaims,  seeking an order interpreting
     other provisions of the Agreement  including,  without limitation,  certain
     provisions  relating  to the rights and  obligations  of the  parties  with
     respect to so-called  "Improved  Compounds,"  as defined in the  Agreement.
     Cortech has no assurance  that it will be  successful  in the  arbitration,
     and,  even if  successful,  the  arbitration  may require  Cortech to incur
     significant  legal costs,  impact Cortech's  ability to conduct business or
     take  advantage of new business  opportunities,  lower the stock price,  or
     divert management's attention from Cortech's primary business activities in
     general.

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

    a.  Exhibits

          None

    b.  Reports on Form 8-K

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









                                       11


<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: May 6, 2002                         /s/ Sue Ann Itzel
                                          ---------------------------
                                          Sue Ann Itzel
                                          Treasurer
                                          (Principal Accounting and Financial
                                          Officer)












                                       12