EXHIBIT 31.1

      CERTIFICATION OF CHIEF EXECUTIVE OFFICERPURSUANT TO RULE 13a-14 AS
       ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Garrett Sullivan, the Chief Financial Officer 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 annual 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:  May 14, 2004


/s/ Garrett Sullivan
Garrett Sullivan
Chief Financial Officer