EXHIBIT 14.1




CODE OF ETHICS




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 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 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, 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




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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 Company Management authorizes disclosure 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. It could 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, 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:


| |  | 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.
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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) 281-1748, which will put you in direct contact with Juan Carlos Ramos  President. If you prefer to write, address your concerns to: Juan
Carlos Ramos, President, Cortelco Systems Puerto 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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