EXHIBIT 31.2

               CERTIFICATION OF CHIEF EXECUTIVE 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 th 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 contro 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 effective-
                    ness 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 11, 2005


                                                /s/ Garrett Sullivan
                                                   Garrett Sullivan
                                                      Treasurer