EXHIBIT 31.2
            CERTIFICATION OF CHIEF FINANCIAL OFFICER
         PURSUANT TO RULE 13a-14 AS ADOPTED PURSUANT TO
         SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Garrett Sullivan, the Treasurer of Cognitronics Corporation,
certify that:

1. I have reviewed this report on Form 10-Q 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 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 we have:

     1. 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;

     2. 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

     3. 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):

     1. 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

     2. 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:  August 15, 2005
                                              /s/ Garrett Sullivan
                                                  Garrett Sullivan
                                                      Treasurer