**Exhibit 14.1**

**CODE OF ETHICS****CORTELCO SYSTEMS PUERTO RICO, INC.****CODE OF BUSINESS CONDUCT AND ETHICS**

| **Introduction** |
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This Code of Business Conduct    and Ethics covers a wide range of business practices and procedures. It does    not cover every issue that may arise, but it sets out basic principles to    guide all employees of CORTELCO SYSTEMS PUERTO RICO, INC. (the “Company”). All of our employees must conduct themselvesaccordingly and seek to avoid even the appearance of improper behavior. This Code should also be provided to and followed by the Company’sagents and representatives, including consultants.

If a law conflicts with a policy in this Code, you must comply with the law; however, if a local custom or policy conflicts with this Code, you must comply with the Code. If you have any questions about these conflicts, you should ask your supervisor how to handle the situation.

Those who violate the standards in this Code will be subject to disciplinary action. *If you are in a situation, which you believe may violate or lead to a violation of this Code, follow the guidelines described in Section* *16 of this Code.*

| **1.** | **Compliance with Laws, Rules and Regulations** |
|--------|-------------------------------------------------|

Obeying the law, both in letter    and in spirit, is the foundation on which the Company’s ethical standards    are built. All employees must respect and obey the laws, rules and regulations    of the cities, states and countries in which we operate. Although not all    employees are expected to know the details of these laws, it is important    to know enough to determine when to seek advice from supervisors, managersor other appropriate personnel.

The Company holds information and training sessions to promote compliance with laws, rules and regulations, including insider-trading laws.

| **2.** | **Conflicts of Interest** |
|--------|---------------------------|

A “conflict of interest” exists when a person’s    private interest interferes in any way with the interests of the Company.    A conflict situation can arise when an employee, officer or director takes    actions or has interests that may make it difficult to perform his or her    Company work objectively and effectively. Conflicts of interest may also    arise when an employee, officer or director, or members of his or her family,    receives improper personal benefits as a result of his or her position in    the Company. Loans to, or guarantees of obligations of, employees and theirfamily members may create conflicts of interest.

It is almost always a conflict    of interest for a Company employee to work simultaneously for a competitor,    customer or supplier. You are not allowed to work for a competitor as a consultant    or board member. You should avoid any direct or indirect business connection    with our customers, suppliers or competitors, except on our behalf. Under    no circumstances is an employee to deal directly or indirectly with the Company    except with the prior approval of the Company’s President given afterfull disclosure of all the circumstances.

Conflicts of interest are prohibited    as a matter of Company policy, except under guidelines approved by the Board    of Directors. Conflicts of interest may not always be clear-cut, so if you    have a question, you should consult with higher levels of management. Any    employee, officer or director who becomes aware of a conflict or potential    conflict should bring it to the attention of the Company’s Chief Operating Officer and consult the procedures described in Section 16of this Code.

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Officers and certain other employees of the Company may be required to submit an annual statement disclosing actual and potential conflicts of interest.

| **3.** | **Insider Trading** |
|--------|---------------------|

Employees who have access to    confidential information are not permitted to use or share that information    for stock trading purposes or for any other purpose except the conduct of    our business. All non-public information about the Company should be considered    confidential information. To use non-public information for personal financial    benefit or to “tip” others who might make an investment decision on the basis of this information is not only unethical but also illegal. If you have any questions, please consult the Company’sCorporate Controller.

| **4.** | **Corporate Opportunities** |
|--------|-----------------------------|

Employees, officers and directors are prohibited from taking for themselves personally opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors. No employee may use corporate property, information, or position for improper personalgain, and no employee may compete with the Company directly or indirectly. Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

Without limiting the generality of the foregoing, employees, officers and directors should avoid speculation or dealing in any kind of service or real or personal property in a market or during a period that the Company may be purchasing or dealing in services or property of the same or a similar kind.

| **5.** | **Competition and Fair Dealing** |
|--------|----------------------------------|

We seek to outperform our competition    fairly and honestly. We seek competitive advantages through superior performance,    never through unethical or illegal business practices. Stealing proprietary    information, possessing trade secret information that was obtained without    the owner’s consent, or inducing such disclosuresby past or present employees of other companies is prohibited. Each employee should endeavor to respect the rights of and deal fairly with the Company’scustomers, suppliers, competitors and employees. No employee should take unfairadvantage of anyone through manipulation, concealment, abuse of privileged information,misrepresentation of material facts, or any other intentional unfair-dealingpractice.

To maintain the Company’s    valuable reputation, compliance with our quality processes and safety requirements    is essential. In the context of ethics, quality requires that our products    and services be designed and manufactured to meet our obligations to customers.    All inspection and testing documents must be handled in accordance with allapplicable regulations.

The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers. No gift or entertainment should ever be offered, given, provided or accepted by any Company employee, family member of an employee or agentunless it: (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff and (5) does not violate any laws or regulations. Please discuss with your supervisor any gifts or proposed gifts that you are not certain are appropriate.

| **6.** | **Employment Relationship** |
|--------|-----------------------------|

The diversity of the Company’s    employees is a tremendous asset. We are firmly committed to providing equal    opportunity in all aspects of employment and will not tolerate any illegal    discrimination or harassment of any kind. Examples include derogatory comments    based on racial or ethnic characteristics and unwelcomesexual advances.

Supervisors must be particularly sensitive to the maintenance of totally professional relations with subordinates. Undue pressures, no matter how subtle, which result in less than professional relations must be avoided. Evidence of violation of the letter or spirit of this policy will result in appropriate disciplinary measures.

The Company is entitled to the full working time and energy of each of its full-time employees. Accordingly, working in any capacity (including self-employment) in or for any business activity outside the Company is prohibited, except with the prior approval of your supervisor given after full disclosure of all thecircumstances.

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Special attention should be given to avoiding the conduct of any outside business during Company working hours, on Company premises, or in a manner that involves fellow employees during their Company working hours, and the solicitation of fellow employees (particularly subordinates, who could be especiallyvulnerable to what might be perceived as pressure from a supervisor) to participate in or with such business in any way, whether as a customer, employee, independent contractor, or otherwise.

| **7.** | **Health and Safety** |
|--------|-----------------------|

The Company strives to provide each employee with a safe and healthful work environment. Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.

Violence and threatening behavior are not permitted. Employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of illegal drugs in the workplace will not be tolerated.

| **8.** | **Record-Keeping** |
|--------|--------------------|

The Company requires honest    and accurate recording and reporting of information in order to be able to    make responsible business decisions and to be able to make full, fair, accurate,    timely and understandable disclosure in the reports and documents the Company    files with, or submits to, the Securities and Exchange Commission and in    its other public communications. It is the Company’s policy to makeresponsible business decisions and to make such disclosure.

All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must conform both to applicable legal requirements and to the Company’s system of internal controls. Unrecorded or “off the books” funds    or assets should not be maintained unless permitted by applicable law orregulation.

Many employees regularly use business expense accounts, which must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your supervisor or your controller. Rules and guidelines are available from the Accounting Department.

Business records and communications    often become public, and we should avoid exaggeration, derogatory remarks,    guesswork, or inappropriate characterizations of people and companies that    can be misunderstood. This applies equally to e-mail, internal memos, and    formal reports. Records should always be retained or destroyed accordingto the Company’s record retention policies.

| **9.** | **Confidentiality** |
|--------|---------------------|

Employees must maintain the confidentiality of confidential information entrusted to them by the Company or its customers, except when disclosure is authorized by Company Management or required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors,or harmful to the Company or its customers, if disclosed. It also includes information that suppliers and customers have entrusted to us. The obligation to preserve confidential information continues even after employment ends.

| **10.** | **Protection and Proper Use of Company Assets** |
|---------|-------------------------------------------------|

All employees should endeavor    to protect the Company’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company’s    profitability. Any suspected incident of fraud or theft should be immediately    reported for investigation. Company equipment should not be used for non-Company business, though incidental personal use may be permitted.

The obligation of employees    to protect the Company’s assets includes its proprietary information.    Proprietary information includes intellectual property such as trade secrets,    patents, trademarks, and copyrights, as well as business, marketing and service    plans, engineering and manufacturing ideas, designs, databases, records,    salary information and any unpublished financial data and reports. Unauthorized    use or distribution of this information would violate Company policy. Itcould also be illegal and result in civil or even criminal penalties.

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| **11.** | **Political Contributions** |

Contributions by the Company,    directly or indirectly, to or on behalf of candidates for federal office    are not permitted. Other political contributions are allowed only if permissible    under applicable laws, rules and regulations, as determined by the Company’s Corporate Controller after consultation with legal counsel, andonly if approved in writing by the Company’s President.

| **12.** | **Payments to Government Personnel** |
|---------|--------------------------------------|

The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country.

In addition, the U.S. government    has a number of laws and regulations regarding business gratuities which    may be accepted by U.S. government personnel. The promise, offer or delivery    to an official or employee of the U.S. government of a gift, favor or other    gratuity in violation of these rules would not only violate Company policy    but could also be a criminal offense. State and local governments, as well    as foreign governments, may have similar rules. The Company’s CorporateController can provide guidance to you in this area.

| **13.** | **Waivers of the Code of Business Conduct and Ethics** |
|---------|--------------------------------------------------------|

Any waiver of this Code for executive officers or directors may be made only by the Board or a Board committee and will be promptly disclosed as required by applicable law, rule or regulation, including stock exchange regulation.

| **14.** | **Reporting any Illegal or Unethical Behavior** |
|---------|-------------------------------------------------|

Employees are encouraged to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behavior and when in doubt about the best course of action in a particular situation. Violations of this Code should be reported promptly to the Human Resources Manager. It is the policy of theCompany not to allow retaliation for reports of misconduct by others made in good faith by employees. Employees are expected to cooperate in internal investigations of misconduct.

Additionally, the Company’s senior management should always be informed of matters which might appear to risk damage to the Company’sreputation, as well as its financial condition or profitability.

| **15.** | **Annual Statement** |
|---------|----------------------|

Officers and certain other employees of the Company may be required to submit an annual statement disclosing actual and potential conflicts of interest and including the following affirmation:

“I have examined and understand the Company’s Code of Business Conduct and Ethics (the “Code”). I undertake to report promptly, in accordance with the Code, any circumstances in the Company’s    business or operations that may involve a violation of any applicable law,    rule or regulation and any other circumstances that may involve a violation    of the Code. I confirm that I do not know of any such circumstances not previouslyreported.”

| **16.** | **Compliance Procedures** |
|---------|---------------------------|

We must all work to ensure prompt and consistent action against violations of this Code. However, in some situations it is difficult to know right from wrong. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep inmind:

| • | Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible. |
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| • | Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is. |
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| • | Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem. |

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| • | Discuss the problem with your supervisor. This          is the basic guidance for all situations. In many cases, your supervisor          will be more knowledgeable about the question, and will appreciate          being brought into the decision-making process. Remember that it is    your supervisor’s responsibility to help solve problems. |

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| • | Seek help from Company resources. In          the rare case where it may not be appropriate to discuss an issue with          your supervisor, or where you do not feel comfortable approaching your          supervisor with your question, discuss it with the Human Resources          manager. If that also is not appropriate, call (787) 281-1713, which          willput you in direct contact with Robert Schnabl – President. If you preferto write, address your concerns to: Robert Schnabl, President, Cortelco SystemsPuerto Rico, Inc., PO Box 363665, San Juan, PR 00936-3665. |

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| • | You may report ethical violations in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected. The Company does not permit retaliation of any kind against employees for good faith reports of ethical violations. |
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| • | Always ask first, act later. If you are unsure of what to do in any situation, seek guidance before            you act. |
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