SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CHINAVEST PARTNERS IV

(Last)

(First)

(Middle)

C/O PRENTICE HALL CORPORATION SYSTEM

32 LOOKERMAN SQ., SUITE L-100

(Street)

DOVER, DE

19901

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CORTELCO SYSTEMS PUERTO RICO INC [ CPROF.OB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Control Person of 10% owner

3. Date of Earliest Transaction (Month/Day/Year)
03/22/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/22/2004	03/22/2004	S		178,847	D	$0.2	0	I	Control Person (General Partner) of 10% Owner

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

Remarks:

This Form is filed by ChinaVest Partners IV (CVP). CVP is the general partner of ChinaVest IV, L.P. (CV4) the legal owner of 153,808 shares of Common Stock of the Issuer (12.8%). CV4 is one of 3 affiliated venture Funds that invest and divest side-by-side in all investments. CVP is also the general partner of one such other fund, ChinaVest IV-A, L.P. (CV4A). An affiliate of CVP is the general partner of the third affiliated Fund, ChinaVest IV-B, L.P. (CV4B). CVP is filing this report by reason of its power to vote and dispose of the shares owned by CV4 (153,808 shares or 12.8% of the Issuer?s Common Stock). CV4A (17,706 shares or 1.47%) and CV4B (7,333 shares or 0.60%). Because CVP is the general partner of each of CV4 and CV4A, because the 3 ChinaVest Funds invest and divest side-by-side, and because an affiliate of CVP is the general partner of CV4B, L.P., the shares of the Issuer legally owned by CV4A and CV4B are reported in this Form as being sold CVP.

	Edward B. Collins, General Partner	03/22/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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