EXHIBIT 31.1
CERTIFICATION PURSUANT TO RULE 13a-14(a) OF THESECURITIES EXCHANGE ACT OF 1934
I, Robert Schnabl, certify that:   1. I have reviewed this quarterly report on Form 10-QSB of Cortelco Systems Puerto Rico, Inc. (“Registrant”);   2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading withrespect to the period covered by this report;   3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly presentin all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periodspresented in this report.   4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controlsand procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as definedin Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:     a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made knownto us by others within those entities, particularly during the period in which this report is being prepared;     b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designedunder our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally accepted accounting principles;     c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on suchevaluation; and     d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during theRegistrant’s first fiscal quarter that has materially affected, or is reasonably likely to materially affect, theRegistrant’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 internalcontrol over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board ofdirectors:     a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting whichare reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financialinformation; and     b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internalcontrols over financial reporting.   Date: March 15, 2005 /s/   Robert Schnabl Robert Schnabl Chief Executive Officer

CERTIFICATION PURSUANT TO RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
I, Francisco Sanchez, certify that:   1. I have reviewed this quarterly report on Form 10-QSB of Cortelco Systems Puerto Rico, Inc. (“Registrant”);   2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances under which such statements were made, not misleading withrespect to the period covered by this report;   3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly presentin all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periodspresented in this report.   4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (asdefined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:     a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made knownto us by others within those entities, particularly during the period in which this report is being prepared;     b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designedunder our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally accepted accounting principles;     c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on suchevaluation; and     d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during theRegistrant’s first fiscal quarter that has materially affected, or is reasonably likely to materially affect, theRegistrant’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 internalcontrol over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board ofdirectors:     a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reportingwhich are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financialinformation; and     b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internalcontrols over financial reporting.   Date: March 15, 2005 /s/   Francisco Sanchez Francisco Sanchez Chief Financial Officer