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: November 14, 2005



Garrett Sullivan
Treasurer