EXHIBIT 31.1
                         CERTIFICATION

I, Garrett Sullivan, the Treasurer of Cognitronics Corporation,
certify that:
        1.  I have reviewed this annual report on Form 10-K of
            Cognitronics Corporation;
        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 annual
            report, fairly present in all material respects the
            financial condition, results of operations and cash
            flows of the registrant as of, and for, the periods
            presented in this report;
        4.  The registrant's other certifying officer and I are
            responsible for establishing and maintaining disclosure
            controls and procedures (as defined in Exchange Act
            Rules 13a-15(e) and 15d-15(e)) for the registrant and
            have:
                (a) Designed such disclosure controls and procedures,
                    or caused such disclosure controls and procedures
                    to be designed under our supervision, to ensure
                    that material information relating to the
                    registrant, including its consolidated
                    subsidiaries, is made known to us by others
                    within those entities, particularly during the
                    period in which this report is being prepared;
                (b) Evaluated the effectiveness of the registrant's
                    disclosure controls and procedures and presented
                    in this report our conclusions about the
                    effectiveness of the disclosure controls and
                    procedures, as of the end of the period covered
                    by this report based on such evaluation; and
                (c) Disclosed in this report any change in the
                    registrant's internal control over financial
                    reporting that occurred during the registrant's
                    most recent fiscal quarter (the registrant's
                    fourth fiscal quarter in the case of an annual
                    report) that has materially affected, or is
                    reasonably likely to materially affect, the
                    registrant's internal control over financial
                    reporting; and
        5.  The registrant's other certifying officer and I have
            disclosed, based on our most recent evaluation of
            internal control over financial reporting, to the
            registrant's auditors and the audit committee of the
            registrant's board of directors (or persons performing
            the equivalent functions):
                (a)  All significant deficiencies and material
                     weaknesses in the design or operation of
                     internal control over financial reporting which
                     are reasonably likely to adversely affect the
                     registrant's ability to record, process,
                     summarize and report financial information; and
                (b)  Any fraud, whether or not material, that involves
                     management or other employees who have a significant
                     role in the registrant's internal control over
                     financial reporting.

Date:  March 31, 2006

                                                      /s/Garrett Sullivan
                                                         Garrett Sullivan
                                                         Treasurer