EXHIBIT 31.1



CERTIFICATION PURSUANT TO RULES 13A-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934



I, Juan C. Ramos, certify that:

|1. | I have reviewed this annual report on Form 10-KSB of Cortelco Systems Puerto Rico, Inc. ("Registrant");
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|2. | Based on my knowledge, this annual 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 annual report;            
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|3. | Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|   | a.                                                                                                                                                                                                                                                                                                                                  
|   | b.                                                                                                                                                                                                                                                                                                                                  
|   | c.                                                                                                                                                                                                                                                                                                                                  
|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:                                                                                      
|   | a.                                                                                                                                                                                                                                                                                                                                  
|   | b.                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                     



|Date: October 27, 2006 | /s/ Juan C. Ramos
|---------------------- | -----------------

Juan C. Ramos

Chief Executive Officer



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CERTIFICATION PURSUANT TO RULES 13A-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934



I, Francisco Sanchez, certify that:

|1. | I have reviewed this annual report on Form 10-KSB of Cortelco Systems Puerto Rico, Inc. ("Registrant");
|-- | -------------------------------------------------------------------------------------------------------

|2. | Based on my knowledge, this annual 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 annual report;            
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|3. | Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|   | a.                                                                                                                                                                                                                                                                                                                                  
|   | b.                                                                                                                                                                                                                                                                                                                                  
|   | c.                                                                                                                                                                                                                                                                                                                                  
|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:                                                                                      
|   | a.                                                                                                                                                                                                                                                                                                                                  
|   | b.                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                     



|Date: October 27, 2006 | /s/ Francisco Sanchez
|---------------------- | ---------------------

Francisco Sanchez

Chief Financial Officer



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