UNITED STATES 
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
 

                           FORM 8-K
 
          CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934
 

               Date of Report:  December 16, 2005
               (Date of earliest event reported)
 

                    COGNITRONICS CORPORATION
     (Exact name of registrant as specified in its charter)

 
     New York             1-8496            13-1953544
(State of            (Commission           (IRS employer
Incorporation)       File Number)         Identification No.)

 
 
    3 Corporate Drive, Danbury, CT             06810
(Address of principal executive offices)    (Zip Code)
 

 
 
                          203 830-3400
                 (Registrant's telephone number)
 
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant 
under any of the following provisions: 
 
[  ]Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)
 
[  ]Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)
 
[  ]Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))
 
[  ]Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))
 









Item 5.02  Departure of Directors or Principal Officers; Election of 
Directors; Appointment of Principal Officers. 

On December 16, 2005, pursuant to the Agreement and Plan of Merger 
between the Cognitronics Corporation (the "Company"), TN Acquisition 
Corporation, a New York corporation and a wholly owned subsidiary of the
Company, ThinkEngine Networks, Inc., a Delaware corporation ("ThinkEngine")
and ThinkEngine's Principal Securityholders dated October 28, 2005, the 
Board of Directors of Cognitronics Corporation  elected Mr. Robert C. 
Fleming to the board. 

Mr. Fleming is a General Partner of Prism Venture Partners and an 
individual member of Prism Venture Partners III, LLC, which is the sole 
general partner of Prism Investment Partners III, L.P, which is the sole 
general partner of Prism Venture Partners III, L.P ("PVP III") and Prism 
Venture Partners III-A, L.P ("PVP III-A").  The Company acquired 
ThinkEngine from PVP III and PVP III-A for 1,149,705 shares of 
the Company's common stock, par value $0.20 per share, $1,250,000 in 
cash and a note in the principal amount of $300,000. Prior to the 
acquisition of ThinkEngine by the Company, Mr. Fleming was a member of
the Board of Directors of ThinkEngine.

Mr. Fleming shares voting and dispositive power over 1,149,705 shares 
of the Company's common stock held, in the aggregate, by PVP III and 
PVP III-A.






				SIGNATURE 
 
        Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized, on January
6, 2005.
 
                                            Cognitronics Corporation
                                                  REGISTRANT

                                            by:/S/Garrett Sullivan
                                               -------------------
                                               Garrett Sullivan,	
                                               Treasurer And Chief 
                                               Financial Officer