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EXHIBIT 31.1

CERTIFICATION OF PERIODIC REPORT PURSUANT
TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002

I, Robert Schnabl, Chief Executive Officer of Cortelco Systems Puerto Rico, Inc.
certify that:

1. I have reviewed this quarterly report on Form 10-Q of Cortelco Systems Puerto
Rico, Inc.;

2. Based on my knowledge, this quarterly 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 quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;

4. The registrant's other certifying officers 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 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 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;

   b)   -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

   c)  -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 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 officers 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:

   a)  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

   b)  any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls
over financial reporting.

Date: June 14, 2004                                    /s/ Robert Schnabl
                                                       -------------------------
                                                       Robert Schnabl
                                                       Chief Executive Officer

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I, Francisco Sanchez, Chief Financial Officer of Cortelco Systems Puerto Rico,
Inc. certify that:

1. I have reviewed this quarterly report on Form 10-Q of Cortelco Systems Puerto
Rico, Inc.;

2. Based on my knowledge, this quarterly 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 quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;

4. The registrant's other certifying officers 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 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 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;

    b)  -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

    c) -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 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 officers 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:

   a)  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

   b)  any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls
over financial reporting.

Date: June 14, 2004                              /s/ Francisco Sanchez
                                                 -----------------------
                                                 Francisco Sanchez
                                                 Chief Financial Officer

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