EXHIBIT 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934



I, Francisco Sanchez, certify that:



1.

I have reviewed this report (report) on Form 10-Q of Cortelco Systems Puerto Rico, Inc. ("Issuer");

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 in order 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 the report;

3.

Based on my knowledge, the financial statements, and other financial information included in the report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in the report.

4.

I and other certifying officer are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Issuer and have:

a.

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 Issuer, including its consolidated subsidiaries, is made known to use by others within those entities, particularly during the period in which this report is being prepared;

b.

Design such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.

Evaluated the effectiveness of the Issuer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

d.

Disclosed in this report any changes in the Issuers internal control over financial reporting that occurred during the Issuers most recent fiscal quarter (the Issuers fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Issuers internal control over financial reporting; and

5.

I and other certifying officer have disclosed based on our most recent evaluation of internal control over financial reporting, to the Issuers auditors and the audit committee of the Issuers board of directors (or persons performing the equivalent functions):

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the Issuers ability to record, process, summarize and report financial information; and

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Issuers internal control over financial reporting.

I and other certifying officer have disclosed, based on our most recent evaluation indicated in the report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.





Date: December 15, 2008

/s/   Francisco SanchezFrancisco Sanchez
Chief Financial Officer



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