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^*

LEE DAVID S

(Last)

(First)

(Middle)

185 MARTINVALE LANE

(Street)

SAN JOSE

95119

(City)

(State)

(Zip)

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

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/29/2004

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	06/07/2005		J		100,000⁽¹⁾	D	$0	343,103	I	By Controlled Corporation
Common Stock	08/30/2005		S		300,000⁽²⁾	D	$0.32	43,103	I	By Controlled Corporation
Common Stock	08/30/2005		P		300,000⁽³⁾	A	$0.32	300,000	I	By Controlled Corporation
Common Stock	05/03/2006		J		43,103⁽⁴⁾	D	$0	0	I	By Controlled Corporation
Common Stock	06/29/2004		P		1,276	A	$0.18	53,215	I	By Trust
Common Stock	07/01/2004		P		130	A	$0.3	53,345	I	By Trust
Common Stock	07/07/2004		P		141	A	$0.3	53,486	I	By Trust
Common Stock	07/21/2004		P		953	A	$0.3	54,439	I	By Trust
Common Stock	07/30/2004		P		100	A	$0.3	54,539	I	By Trust
Common Stock	08/19/2004		P		200	A	$0.3	54,739	I	By Trust
Common Stock	09/16/2004		P		5,000	A	$0.35	59,739	I	By Trust
Common Stock	09/17/2004		P		200	A	$0.3	59,939	I	By Trust
Common Stock	09/20/2004		P		200	A	$0.3	60,139	I	By Trust
Common Stock	11/10/2004		P		11,000	A	$0.12	71,139	I	By Trust
Common Stock	11/10/2004		P		2,000	A	$0.135	73,139	I	By Trust
Common Stock	11/10/2004		P		2,000	A	$0.2	75,139	I	By Trust
Common Stock	12/09/2004		P		2,000	A	$0.27	77,139	I	By Trust
Common Stock	08/12/2005		P		1,000	A	$0.35	78,139	I	By Trust
Common Stock								423,243	D

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:

1. Disposal of 100,000 shares by Cortelco Systems Holding Corp., a controlled corporation and holder of CPROF shares, as performance incentive grants

2. Cortelco Systems Holding Corp., a controlled corporation, sold 300,000 shares of CPROF stock to Cortelco Puerto Rico, also a controlled corporation.

3. Cortelco Puerto Rico, a controlled corporation, acquired 300,000 shares from Cortelco Systems Holding Corporation, also a controlled corporation.

4. Cortelco Systems Holding Corp., a controlled corporation, transferred 43,103 shares to CPROF (issuer) in partial settlement of a note payable.

Remarks:

Filing to update reporting owner's indirect holdings of issuer securities.

	/s/ David S. Lee	11/25/2008
	** 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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