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                                                                    EXHIBIT 14.1

                       CORTELCO SYSTEMS PUERTO RICO, INC.

                       CODE OF BUSINESS CONDUCT AND ETHICS

INTRODUCTION

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 themselves
accordingly and seek to avoid even the appearance of improper behavior. This
Code should also be provided to and followed by the Company's agents 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, managers or 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 their family 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 after full 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 16 of
this Code.

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

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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's Corporate
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
personal gain, 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
disclosures by past or present employees of other companies is prohibited. Each
employee should endeavor to respect the rights of and deal fairly with the
Company's customers, suppliers, competitors and employees. No employee should
take unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts, or any other
intentional unfair-dealing practice.

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 all applicable 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 agent
unless 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 which 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
unwelcome sexual 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 the circumstances. Special attention should be given to
avoiding the conduct of any outside business during Company working hours,

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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 especially vulnerable 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
make responsible 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 or
regulation.

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 according to 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

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information and any unpublished financial data and reports. Unauthorized use or
distribution of this information would violate Company policy. It could also be
illegal and result in civil or even criminal penalties.

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, and only 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 Corporate Controller 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
the Company 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's reputation, 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 previously reported."

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
in mind:

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-        Make sure you have all the facts. In order to reach the right
         solutions, we must be as fully informed as possible.

-        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.

-        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.

-        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.

-        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)281-1718, which will put you in direct contact
         with Sergio R. Moren - President. If you prefer to write, address your
         concerns to: Sergio R. Moren, President, Cortelco Systems Puerto Rico,
         Inc., PO Box 363665, San Juan, PR 00936-3665.

-        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.

-        Always ask first, act later. If you are unsure of what to do in any
         situation, seek guidance before you act.