UNITED STATES

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No.1)

(Mark One)
ý		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2005

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 0-28362

ClearComm, L.P.

(Exact name of registrant as specified in its charter)

Delaware		66-0514434
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

City View Plaza-Suite 700 No. 48 of Road 165		00968
Guaynabo, Puerto Rico		(Zip Code)

Registrant’s telephone number, including area code: (787) 810-5757

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days.

Yesý Noo

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes o No ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)

Yes o No ý

ClearComm, L.P.

INDEX

PART I FINANCIAL INFORMATION

Item 1.		Financial Statements

		Consolidated Statements of Assets, Liabilities and Partners’ Deficit as of June 30, 2005 (unaudited) and December 31, 2004 (audited)

		Consolidated Statements of Revenues and Expenses for the three-month and six-month period ended June 30, 2005 and 2004 (unaudited).

		Consolidated Statements of Changes in Partners’ Deficit for the six-month period ended June 30, 2005 (unaudited)

		Consolidated Statements of Cash Flows for the six-month period ended June 30, 2005 and 2004 (unaudited)

		Notes to Interim Consolidated Financial Statements (unaudited)

Item 2		Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3		Quantitative Disclosure About Market Risk.

Item 4		Control and Procedures

PART II		OTHER INFORMATION

Item 1.		Legal Proceedings

Item 6.		Exhibits and Reports on Form 8-K

Signatures.

Exhibit Index.

PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ClearComm, L.P.

CONSOLIDATED STATEMENTS OF ASSETS, LIABILITIES
AND PARTNERS’ DEFICIT

	June 30,				December 31,
	2005				2004
	(Unaudited)				(Restated)
ASSETS:
Cash and cash equivalents	$	10,000,428			$	10,612,430
Accounts receivable, net	8,474,072				7,909,573
Accounts receivable, other	4,846,298				4,204,524
Insurance claim receivable	—				403,657
Interest receivable	—				20,000
Inventories, net	3,106,564				4,341,975
Prepaid expenses	948,830				841,750
Leasehold rights, net	3,660,498				3,314,144
Investment in subsidiary	217,959				247,959
PCS licenses, net	46,750,449				46,750,449
Deferred financing costs	518,776				635,824
Note receivable from officer	-				100,000
Property and equipment, net	73,543,967				80,546,773

	$		152,067,841		$	159,929,058

LIABILITIES AND PARTNERS’ DEFICIT:
Accounts payable and accrued liabilities	$	29,296,342			$	48,810,130
Notes payable — short-term	38,715,009				136,836,780
Notes payable — long-term	128,835,066				90,226,258

Unitholders’ capital (deficit) 2,765.20 Units in 2005, 2906.1 Units in 2004, and 1 general partnership interest.

	(44,778,577			)	(115,944,108		)

Total liabilities and partner's deficit	$	152,067,840			$	159,929,060

BOOK VALUE(DEFICIT) PER UNIT	$	(16,194		)	$	(41,930	)

The accompanying notes are an integral part of these consolidated statements.

ClearComm, L.P.

CONSOLIDATED STATEMENTS OF REVENUES AND EXPENSES
(UNAUDITED)

	Three-Month Periods Ended June 30						Six-Month Periods Ended June 30
	2005			2004			2005			2004
				(Restated)						(Restated)
Revenues:
Service revenues	$	22,686,968		$	25,906,148		$	45,565,488		$	52,784,373
Handset and accessories sales	1,169,624			1,228,194			1,907,084			2,664,790

	23,856,592			27,134,342			47,472,572			55,449,163

Operating Cost and Expenses:
Cost of handset and accessories	4,362,624			5,652,167			9,047,636			11,591,131
Interconnection expense	807,907			1,065,425			1,603,484			2,040,979
Sales and dealers commissions	1,891,224			2,533,551			3,925,924			5,380,383
Salaries and benefits	3,859,776			3,955,461			7,773,695			7,989,871
Depreciation	4,524,200			4,388,884			9,095,668			8,693,346
Advertising expense	1,382,099			1,857,480			2,092,602			3,314,146
Legal and professional services	287,520			851,391			679,302			1,564,743
Provision for doubtful accounts	3,293,557			2,365,150			5,482,126			4,711,950
Rent expense	1,824,870			1,731,547			3,617,963			3,367,372
Taxes other than income	529,874			841,109			1,572,106			1,849,647
Network Operation and Maintenance	2,011,529			1,726,390			3,952,237			3,292,937
Other expenses	-136,634			2,426,762			1,396,574			4,777,609
Management fee to General Partner	68,750			68,750			137,500			137,500
Services rendered by related parties	626,235			1,258,326			1,418,851			2,586,220
Loss on Sale of California License	—			25,832			—			25,832

	25,333,531			30,748,225			51,795,668			61,323,666

Income (Loss) from Operations	(1,476,939		)	(3,613,883		)	(4,323,096		)	-5,874,503

Other Income (Expense)
Interest income	75,134			38,549			408,160			116,971
Other Income	—			(57,396		)	32,644			(57,179		)
Interest expense	(2,913,539		)	(2,321,032		)	(5,968,121		)	(4,687,799		)

	(2,838,405		)	(2,339,879		)	(5,527,317		)	(4,628,007		)

Net Income (Loss)	$	(4,315,344	)	$	(5,953,762	)	$	(9,850,413	)	$	(10,502,510	)

Net Income (Loss) Attributable to General Partner	$	(4,315,344	)	$	(5,953,762	)	$	(9,850,413	)	$	(10,502,510	)

Net Income (Loss) Attributable to Limited Partners	$	—		$	—		$	—		$	—

The accompanying notes are integral part of these consolidated financial statements.

ClearComm, L.P.

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ DEFICIT
(Unaudited)

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2005

	Limited Partners		General
	Units	Amount	Partner			Total

BALANCES, December 31, 2004	2,765.2	—	$	(115,944,108	)	$	(115,944,108	)

Net loss for the three-months period ended March 31, 2005			(5,535,069		)	(5,535,069		)

Net loss for the three-months period ended June 30, 2005	—	—	(4,315,344		)	(4,315,344		)

Additional Capital Contribution from conversion pursuant to the settlement agreement dated April 20, 2005			81,015,944			81,015,944

BALANCES, June 30, 2005	2,765.2	—	$	(44,778,577	)	$	(44,778,577	)

The accompanying notes are an integral part of these consolidated financial statements.

ClearComm, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

	Six-Month Periods Ended
	June 30,			June 30,
	2005			2004
				(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(9,850,413	)	$	(10,502,510	)
Adjustments to reconcile net loss to net cash provided by operating activities-
Depreciation and amortization	9,095,668			8,638,296
Equity in losses of unconsolidated subsidiary	30,000			12,178
Amortization of loan origination fees				98,436
Inventory Reserve	172,033			348,000
Bad debt expense	5,482,126			4,711,950
Loss on sale of California Licenses				25,832
Gain from sale of vehicles	(432,527		)	(28,327		)
Capitalized interest	102,761			395,588
Changes in operating assets and liabilities-
Increase in interest receivable	—			(83,336		)
Increase in accounts receivable, before write-offs	(6,968,218		)	(3,662,572		)
Decrease in insurance claim receivable	403,657
Decrease (increase) in inventories	1,541,022			(686,933		)
Increase overdraft	—			(82,469		)
Increase in prepaid expenses	(107,080		)	(260,560		)
Decrease in accounts payable and accrued liabilities	2,000,205			3,575,702
Decrease in accounts payable to related parties	(3,196,515		)	(876,410		)
(Decrease) Increase in accrued interest	565,151			(71,287		)
(Decrease) increase in deferred income	66,460			(466,003		)
Total adjustments	8,754,743			11,588,085
Net cash provided by operating activities	(1,095,670		)	1,085,575
CASH FLOWS FROM INVESTING ACTIVITIES:				—
Redemption of investment securities				8,837,147
Proceeds from the sale of vehicle	483,161			184,000
Proceeds from sale of accounts receivable	455,890			—
Payment for deferred financing costs	(117,091		)	—
Acquisition of property and equipment	(1,279,113		)	(2,264,466		)
Payment for the investment in subsidiary				(130,667		)
Proceeds from the sale of California License				9,400,000
Net cash provided by (used in) investing activities	(457,153		)	16,026,014
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments of capital leases	(104,297		)	—
Proceeds from issuance of note payable to Tmobiles				3,662,428
Proceeds of issuance of subordinated loan	11,743,256			—
Principal payments of long term debt	(10,698,408		)	(8,525,338		)
Tender Offer payments				(1,189,150		)
Net cash used in financing activities	940,551			(6,052,060		)
NET INCREASE IN CASH AND CASH EQUIVALENTS	(612,272		)	11,059,529
CASH AND CASH EQUIVALENTS, beginning of period	10,612,430			1,007,353
CASH AND CASH EQUIVALENTS, end of period	$	10,000,158		$	12,066,882
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:				$	—
INTEREST PAID	$	4,349,229		$	4,430,435

(Continued)

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING TRANSACTIONS:

Non-Cash investing and financing activities during the period ended June 30, 2005 are as follows:

(a)	Notes, interest payable and accrued expenses payable to TEM PR and T Moviles, S.A. were converted into additional capital contributions. Total amount converted is composed of the following:

Notes payable balance to T Moviles, S.A. (including accrued interest)	$	11,396,339
Notes payable balance to TEM PR (including accrued interest)	62,487,125
Accrued expenses to T Moviles, S.A,	6,632,471

(b)	The Partnership’s subsidiary acquired equipment with a cost of $511,785 under a capital lease financing agreement.
(c)	The Partnership amortized $60,632 pertaining to the sales and leaseback transaction deferred gain.
(d)	The Partnership sold property and equipment with a coast of $216,383 and accumulated depreciation of $131,831 for the amount of $8,000; resulting in a loss of $76,552.
(e)	The Partnership through its subsidiary wrote-off an account payable of $207,300.

During the period ended June 30, 2004, interest expense from TEM-PR totaling $395,588 was capitalized into long-term debt.

The accompanying notes are an integral part of these consolidated financial statements.

CLEARCOMM, L.P.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2005 (UNAUDITED)

1. BASIS OF PRESENTATION AND INTRODUCTION

The unaudited interim consolidated financial statements presented herein have been prepared in accordance with accounting principles generally accepted in the United States for interim financial statements and with the instructions to Form 10-Q and Regulation S-X pertaining to interim financial statements. Accordingly, they do not include all information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The unaudited interim consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments and accruals which, in the opinion of management, are considered necessary for a fair presentation of the Partnership’s financial position at June 30, 2005 and results of operations and cash flows for the three-month periods ended June 30, 2005 and 2004. The unaudited interim consolidated financial statements should be read in conjunction with the summary of significant accounting policies and notes to consolidated financial statements included in the Partnership’s Annual Report on Form 10-K/A for the year ended December 31, 2004. Results of operations for interim periods are not necessarily indicative of the results that may be expected for the full year.

ClearComm, L.P. (the “Partnership”) is a limited partnership organized on January 24, 1995 under the laws of the State of Delaware. The Partnership was formed to file applications with the Federal Communications Commission (“FCC”) under personal communications service (“PCS”) frequency Block C, originally restricted to minorities, small businesses and designated entities, to become a provider of broadband PCS. The Partnership will terminate on December 31, 2005, or earlier upon the occurrence of certain specified events as detailed in the Partnership Agreement.

SuperTel Communications Corp. (“SuperTel”), a Puerto Rico corporation, is the General Partner. Its total share of the income and losses of the Partnership is 25% in accordance with the Partnership Agreement. Approximately 1,600 limited partners also invested in the Partnership through a private placement.

On January 22, 1997, the Partnership was granted the PCS Block C licenses for Puerto Rico and certain cities in California.

NewComm Wireless Services, Inc. (“NewComm”)

The Partnership established its Puerto Rico network by forming a wholly owned subsidiary, NewComm, on January 29, 1999. NewComm commenced providing PCS services in Puerto Rico in September 1999.

On February 4, 1999, the Partnership and NewComm entered into an agreement with Telefónica Móviles, S.A. (“TEM”), whereby the Partnership contributed its two Puerto Rico Licenses to NewComm and TEM provided NewComm a $19,960,000 loan to develop the Puerto Rico Licenses. TEM’s loan was made pursuant to a secured convertible promissory note (the “Note”) which was convertible into 49.9% of NewComm’s equity. The Note was converted to equity by a successor and affiliate of TEM, Telefónica Móviles Puerto Rico, Inc. (“TEM Puerto Rico”), on April 20, 2005 pursuant to the Settlement Agreement described below in Part I, Item 2.

The Partnership has agreed to sell to TEM Puerto Rico such number of shares of NewComm as shall be necessary to enable TEM Puerto Rico to have a total of 50.1% interest in NewComm. The transaction, which is described in the Settlement Agreement, involves in addition amendments to the Stock Purchase Agreement, a Shareholders Agreement, and a Sale Agreement. A summary of the terms of these agreements is included in the Partnership’s Annual Report on Form 10-K/A for the year ended December 31, 2004. The foregoing transaction is described in greater detail below in Part I, Item 2, and the Settlement Agreement and the amendments to the other agreements described above were attached as exhibits to the March 31, 2005 Quarterly Report on Form 10-Q.

In each of November 2000, December 2000, and March 2001, NewComm received $5,000,000, from Syndicated Communications Venture Partners IV, L.P. (“Syncom”), a third party, in exchange for approximately 4.92% ownership in NewComm. Syncom has contributed $25 million to NewComm in exchange for approximately 8.2% ownership interest in NewComm. The last $10 million installment was contributed in November 2002.

On March 2, 2002, the Partnership sold approximately 4.08% of NewComm to a group of investors led by Fleet Development Ventures (“The Fleet Group”) for $13 million. The Partnership and TEM contributed approximately $9 million each to NewComm in the form of equity and convertible debt, respectively. The Partnership and TEM have committed an additional $10M each to close the Project Finance Facility. The Partnership believes it has obtained financing alternatives, together with TEM, to provide NewComm with the capital necessary for the Project Finance Facility and to fund NewComm’s operations.

As a result of the Settlement Agreement, the Partnership has obtained the appropriate financing sources to provide NewComm with the capital necessary for the Project Finance Facility and to fund NewComm’s operations. In addition, NewComm’s Shareholders possess the following ownership interests in NewComm, as of the date of effectiveness of the Settlement Agreement:

SHAREHOLDER	INTEREST

ClearComm, L.P.	39.27	%
Syncom	7.21	%
Fleet Group	3.62	%
TEM Puerto Rico	49.90	%

	100.00	%

California Licenses

On August 28, 2000, the Partnership entered into a Purchase and Sale Agreement with Leap Wireless International (“Leap Wireless”), pursuant to which the Partnership sold the Visalia-Porterville license to Leap Wireless in exchange for a $9,500,000 cash payment. The sale was approved by the FCC and closed on June 8, 2001.

On November 26, 2003 the Partnership entered into a Purchase and Sale Agreement with Metro PCS pursuant to which the Partnership sold all of its remaining California Licenses. The sale was approved by the FCC and the licenses were transferred to Metro PCS on April 15, 2004 for a $10,900,000 cash payment. The Partnership has no other licenses in California.

Internet Surfing Stores of P.R., Inc. - (eMilios)

On April 16, 2002, ClearComm, L.P. entered into a Shareholders’ Agreement to form a joint venture with eMilios International, L.L.C., a Florida limited liability company, to promote and establish in Puerto Rico the eMilios concept (described below). The joint venture was formed under a Puerto Rico corporation named Internet Surfing Stores of Puerto Rico, Inc. (“ISS”). The Partnership owns 49% and eMilios International owns 51% of ISS.

The eMilios concept involves internet communication galleries that are geared towards educating people in the use of computers and the internet, and acts as a communication and recreational center as well. The broadband connectivity that is offered at eMilios allows the stores to efficiently offer internet communications and also access to a great variety of interactive content, such as cyber games, as well as software and tools for free lancers and small business entities. The service is provided and collected with a proprietary smart card and software application. The commitment of the Partnership to ISS is $1 million and eMilios International has committed $500,000 in cash plus trade-name, systems, software, and technology know-how equivalent to $500,000. The Partnership is responsible for the management and day to day operations of ISS. ISS opened its first store with 48 computer stations on October 23, 2002. A second store with 40 computer stations was inaugurated on January 11, 2003 to serve the western part of Puerto Rico. That second store was closed on December 2004 due to unfavorable market conditions in the area. As a result, the Partnership has written down its Investment in the subsidiary by $165,306 to reflect the change. The investment has an exit mechanism whereby at any time after 2003, ClearComm can force the acquisition of its shares in ISS or the sale of the whole company.

2. FINANCING REQUIREMENTS

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Partnership commenced operations in September 1999 and has incurred losses amounting to $4.3 million for the three-month period ended June 30, 2005 and incurred operating losses of $5 million for the three month period ended June 30, 2004. It also has working capital of $40.6 million (a deficit of $156.0 in 2004) and partners’ capital deficit of $44.8 million in 2005 compared to $124.0 million in 2005. The significant reduction of the Partner’s capital deficit is due to additional capital contributed for the conversion of certain payables and accrued expenses as described on the Settlement agreement described in Part 1, Item 2. The Partnership is likely to continue incurring losses until such time as its subscriber base generates revenue in excess of the Partnership’s expenses. Development of a significant subscriber base is likely to take time, during which the Partnership must finance its operations by means other than its revenues.

As part of an agreement with TEM, NewComm entered into a contract with Lucent Technologies, Inc. (“Lucent”) that required Lucent to build a network that uses the Code Division Multiple Access (“CDMA”) protocol. The total cost of the network

was approximately $125 million. During 2000, NewComm’s management and Lucent agreed on formally extending the payment of up to $61.0 million of the total amount due under the contract under a formal financing agreement. On June 4, 2003, NewComm entered into a Senior Credit Agreement with Lucent, which extended the maturity date of the $51.5 million remaining on the credit facility to September 30, 2009, with interest at 8% annually. In July 2005, Lucent sold the Note, which at the time had a principal balance of $48.5 million, to D.B. Zwirn & Co. (“D.B. Zwirn”). The Company signed a Forbearance Agreement with D.B Zwirn on July 14, 2005. NewComm is currently negotiating a new credit facility with D.B. Zwirn and expects to close on a new credit before August 31, 2005. The Company expects that the principal balance under the new credit agreement with D.B. Zwirn will be $53.3 million, with a term until January 31, 2006 and a floating interest rate of LIBOR plus 700 basis points. The facility includes $48.5 million of principal, $2.0 million of accrued interest and $4.0 million additional funding for working capital and general purpose needs.

On June 20, 2003, an agreement restructuring Alcatel’s debt was executed. Alcatel’s credit is now $1.3 million at 6.5% payable over a three year period.

Pursuant to the Settlement Agreement, TEM has agreed to undertake all commercially reasonable actions necessary to refinance the Bridge Loan on or before April 20, 2008, with a two-year term loan maturing on or before April 20, 2010 (“The Long-Term Financing”) and to cause Telefónica S.A., its parent company (“TEF”), subject to the satisfaction of certain conditions, to guarantee the prompt and complete payment and performance by NewComm when due of the Long-Term Financing. The Long-Term Financing guarantee will be jointly and severally guaranteed by the Partnership.

With respect to the FCC debt which originated when the Partnership acquired its PCS licenses, and for which the Partnership owes the United States federal government approximately $24.0 million plus accrued interest at 6.5% as of June 30, 2005, TEM has secured the repayment of this debt by means of a subordinated line of credit guaranteed as described on the Settlement Agreement.

TEM has agreed to undertake all commercially reasonable actions necessary to arrange a subordinated line of credit from a commercial bank for NewComm, the proceeds of which shall be available solely to pay the balance of the FCC debt as currently scheduled or as extended.

A total of $73.8 million in accounts payable to TEM and T-Moviles was converted into equity as a result of the Settlement Agreement on April 20, 2005. This conversion has significantly decreased the Partnership’s accounts payable by said amount and reduced the Partnership’s partner’s capital deficit from $118 million to $44.5 million.

Management believes that the Partnership will comply with all the requirements for obtaining the financing and believes that cash and cash equivalents on hand, anticipated growth in revenues, vendor financing and the permanent financing will be adequate to fund its operations during such period. However, in the absence of improved operating results and cash flows, and without the closing of its contemplated permanent financing, the Partnership may face liquidity problems to fund its operations and meet its obligations. As a result of these matters, substantial doubt exists about the Partnership’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

3. Recent accounting pronouncements:

a)		In January 2003, the FASB issued FASB Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FIN 46”). FIN 46 clarifies the application of Accounting Research Bulletin No. 51, “Consolidated Financial Statements” and provides guidance on the identification of entities for which control is achieved through means other than through voting rights (“variable interest entities” or “VIE’s”) and how to determine when and which business enterprise should consolidate the VIE. This new model for consolidation applies to an entity which either (1) the equity investors (if any) do not have a controlling financial interest or (2) the equity investment at risk is insufficient to finance that entity’s activities without receiving additional subordinated financial support from other parties.

		In December 2003, the FASB issued a revision of the interpretation No. 46 to defer the implementation, clarify some of its provisions and to exempt certain entities from its requirements. Management does not expect that the application of this standard will have any effect on the Company’s consolidated results of operations or its financial condition.

b)		In May 2003, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 150 (FAS-150), Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity. FAS-150 addresses certain financial instruments that, under previous guidance, could be accounted for as equity, but now must be classified as liabilities in statements of financial position. These financial instruments include: (1) mandatory redeemable financial instruments, (2) obligations to repurchase the issuer’s equity shares by transferring assets, and (3) obligations to issue a variable number of shares. With limited exceptions, FAS-150 is

		effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The Company does not expect that the adoption of FAS-150 will have a material impact on its consolidated results of operations and financial position.

c)		In April 2003, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 149 (FAS-149), Amendment of Statement 133 on Derivative Instruments and Hedging Activities. FAS-149 amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under FAS 133, Accounting for Derivative Instruments and Hedging Activities. FAS-149 is effective for contracts entered into or modified after June 30, 2003. The Company does not expect that the adoption of FAS-149 will have an impact on its consolidated results of operations and financial position.

d)		In December 2003, the Financial Accounting Standards Board issued a revised Statement of Financial Accounting Standards No. 132 (FAS-132R), Employers’ Disclosures about Pensions and Other Postretirement Benefits, which replaces the previously issued Statement. FAS-132R increases the existing disclosures for defined benefit pension plans and other defined benefit postretirement plans. However, it does not change the measurement or recognition of those plans as required under FAS-87, Employers’ Accounting for Pensions, FAS-88, Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits, and FAS-106, Employers’ Accounting for Postretirement Benefits Other Than Pensions. Specifically, FAS-132R requires companies to provide additional disclosures about pensions plan assets, benefit obligations, cash flows, and benefit costs of defined benefit pension plans and other defined benefit postretirement plans. Also, companies are required to provide a breakdown of plan assets by category, such as debt, equity and real estate, and to provide certain expected rates of return and target allocation percentages for these asset categories. The Company is currently evaluating the effect of this pronouncement on its financial statement disclosures.

e)		In April 2002, the FASB issued SFAS No. 145, *Rescission of FASB No. 4, 44 and 64, Amendment of SFAS No. 13, and Technical Corrections. SFAS No. 145 rescinds SFAS No. 4, Reporting Gains and Losses from Extinguishment of Debt* – *an amendment of APB Opinion No. 30*, which required all gains and losses from extinguishments of debt to be aggregated and, if material, classified as an extraordinary item, net of related income tax effect. As a result, the criteria in Opinion 30 will now be used to classify those gains and losses. SFAS No. 145 becomes effective for financial statements issued on or after May 15, 2002. Requirements and guidance of SFAS No. 145 were applied in connection with the write-off of the FCC debt discount. Please refer to Note 14 (c).

f)		In June 2002, the FASB issued SFAS No. 146, *Accounting for Costs Associated with Exit or Disposal Activities*. SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity to be recognized and measured initially at fair value only when the liability is incurred. SFAS No. 146 also establishes that fair value is the objective for initial measurement of the liability. SFAS No. 146 applies to costs associated with an exit activity but does not involve an entity newly acquired in a business combination or with a disposal activity covered by SFAS No. 144. SFAS No. 146 does not apply to costs associated with a retirement covered by SFAS No. 143. SFAS No. 146 became effective for exit or disposal activities that were initiated after December 31, 2002. The implementation of SFAS No. 146 did not have a material effect on the Partnership’s consolidated financial position or results from operations.

g)		In December 2002, the FASB issued Interpretation No. 45 (FIN 45), “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.” For a guarantee subject to FASB Interpretation No. 45, a guarantor is required to:

		Measure and recognize the fair value of the guarantee at inception (for many guarantees, fair value will be determined using a present value method); and

		Provide new disclosures regarding the nature of any recourse provisions or assets held as payments, the current carrying amount of the guarantee liability, and the nature of any recourse provisions or assets held as collateral that could be liquidated and allow the guarantor to recover all or a portion of its payments in the event guarantee payments are required.

		The disclosure requirement of this Interpretation is effective for financial statements for fiscal years ending after December 15, 2002; it did not have any effect on the Partnership’s financial statements. The initial recognition and measurement provisions are effective prospectively for guarantees issued or modified on or after January 1, 2003, which did not have any effect on the Partnership’s financial statements.

4. LEGAL PROCEEDINGS

From time to time the Partnership is involved in litigation arising from the ordinary course of business, some of which is ongoing. The General Partner does not believe that any litigation involving the Partnership will have a material adverse effect on the Partnership’s business or financial condition.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-looking Statements

This Quarterly Report on Form 10-Q/A and future filings by the Partnership on Form 10-Q and Form 8-K and future oral and written statements by the Partnership may include certain forward-looking statements, including (without limitation) statements with respect to anticipated future operating and financial performance, growth opportunities and growth rates, acquisition and divestitive opportunities, and other similar forecasts and statements of expectation. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and “should,” and variations of these words and similar expressions, are intended to identify these forward-looking statements. Forward-looking statements by the Partnership are based on estimates, projections, beliefs and assumptions of management and are not guarantees of future performance. The Partnership disclaims any obligation to update or revise any forward-looking statement based on the occurrence of future events, the receipt of new information, or otherwise.

Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements made by the Partnership as a result of a number of important factors. Examples of these factors include, without limitation: rapid technological developments and changes in the telecommunications industry; ongoing deregulation (and the resulting likelihood of significantly increased price and product/service competition) in the telecommunications industry as a result of the Telecommunications Act of 1996 and other similar federal and state legislation and the federal and state rules and regulations enacted pursuant to that legislation; regulatory limitations on the Partnership’s ability to compete in the telecommunications services industry; and continuing consolidation in the telecommunications services industry. In addition to these factors, actual future performance, outcomes and results may differ materially because of other, more general factors including, without limitation, general industry and market conditions and growth rates, domestic and international economic conditions, governmental and public policy changes and the continued availability of financing in the amounts, at the terms and on the conditions necessary to support the Partnership’s future business.

Introduction

The information contained in this Part I, Item 2 updates, and should be read in conjunction with, information set forth in Part II, Items 7 and 8, in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2004, in addition to the interim consolidated financial statements and accompanying notes presented in Part 1, Item 1 of this Quarterly Report on Form 10-Q/A.

The Partnership’s previously issued financial statements as of and for the years ended December 31, 2004 and 2003 have been restated to correct the accounting for the method used to record the amount of loss incurred on the sale of handsets to customers. Effective January 1, 2003, the Partnership changed its method of accounting for the loss on the sales of handsets to customers, from the recognition of such anticipated future loss at the time of sale, to the establishment of an inventory reserve account for that loss at the end of each accounting period. After discussions with staff members from the Securities and Exchange Commission (SEC) of their interpretation of correct accounting treatment of the inherent losses in the value of the Partnership’s handset inventory at the end of an accounting period, the Partnership’s management has decided to re-establish the previous method for inventory pricing. Under the reestablished method, the loss on handset sales is recognized at the time of sale.

The Partnership was formed in January 1995 and is managed by its General Partner, SuperTel Communications Corp. The Partnership was organized to acquire, own, consult and operate personal communication services PCS licenses in the Block C band and to take advantage of the benefits that the FCC has set aside for entrepreneurs. The Partnership owns the Puerto Rico Licenses, which consist of two 15 MHz PCS licenses covering Puerto Rico. The California Licenses, which consist of four 15 MHz PCS licenses covering the California cities of Eureka, Redding, Modesto, and Merced were sold and transferred to Metro PCS on April 15, 2004 for $10,900,000 cash payment. The license covering Visalia-Porterville, California, had been previously sold and transferred to Leap Wireless on June 8, 2001 in exchange for $9,500,000 cash payment.

The Partnership commenced commercial operations of its PCS network in Puerto Rico on September 24, 1999 when it began offering wireless services in Puerto Rico to the public. Prior to that date, its income had consisted of interest earnings only.

The Partnership established its Puerto Rico network by forming a wholly owned subsidiary, NewComm, on January 29, 1999. On February 4, 1999, the Partnership and NewComm entered into an agreement with TEM, whereby the Partnership

contributed its two Puerto Rico Licenses to NewComm and TEM provided NewComm a $19,960,000 loan to develop the Puerto Rico Licenses. TEM’s loan was made pursuant to a secured convertible promissory note (the “Note”) which would be convertible into 49.9% of NewComm’s equity. The Note, however, could not be converted until the FCC authorized TEM to hold more than a 25% equity interest in NewComm. By means of a Stock Purchase Agreement executed on March 12, 2002 (the “Stock Purchase Agreement”), the Partnership agreed to sell shares equal to 0.2% in NewComm to TEM conditioned to obtaining permanent financing and a clear exit path for the Partnership. This transaction was subsequently approved by the Department of Homeland Security and the FCC.

Entry into Material Definitive Agreements

The transaction among the Partnership, NewComm, and TEM Puerto Rico was consummated on April 20, 2005 pursuant to the terms of the Settlement Agreement. Some of the most important provisions of the Settlement Agreement are summarized below:

• The Partnership, NewComm, and NewComm’s shareholders, on the one hand, and TEM, on the other hand, agreed to release certain claims each may have against the other in connection with the performance of certain contracts previously entered into by the parties.

• NewComm will capitalize the $73.8 million loan (including interest) previously made to it by TEM and Telefónica Móviles S.A. and will issue a convertible promissory note to the Partnership in the amount of the loan.

• The effectiveness of the Settlement Agreement was conditioned upon the satisfaction of certain events, including the following: TEM Puerto Rico becoming the holder of 49.9% of NewComm’s capital stock; the termination of the Joint Venture Agreement, the Management Agreement, and the Technology Transfer Agreement, each of which involved NewComm and included TEM as a party; the amendment of the Stock Purchase Agreement, the Sale Agreement, dated March 12, 2002 (the “Sale Agreement”), among NewComm, TEM Puerto Rico, the Partnership, and the other shareholders of NewComm, and the Shareholders Agreement, dated March 12, 2002 (the “Shareholders Agreement”), among the Partnership, NewComm, TEM Puerto Rico, and the other shareholders of NewComm; TEM’s entry into a line of credit to be used to pay the balance of NewComm’s indebtedness to the FCC; and an extension or refinancing of NewComm’s bridge loan from ABN Amro Bank, N.V.

• In the event that as of September 30, 2006, NewComm’s net income, as determined in accordance with U.S. generally accepted accounting principles and measured on the basis of EBITDA for the twelve-month period then ended, is less than $10,970,000, TEM may require that the Partnership, and NewComm’s shareholders, together with TEM Puerto Rico, sell their respective interests in NewComm to a third party.

• Upon the earlier to occur of a liquidation or sale of NewComm, TEM Puerto Rico’s acquisition of 50.1% of NewComm stock pursuant to the Stock Purchase Agreement, or the fifth anniversary of the Settlement Agreement’s effective date, TEM Puerto Rico will be required to pay a premium to the Partnership and NewComm’s other shareholders. The amount of the premium payment will be calculated pursuant to the terms set forth in the Settlement Agreement, but will not exceed 16.6% of the resulting proceeds, net of certain costs, fees, and expenses and minus NewComm’s indebtedness existing at such time.

On April 20, 2005, the Stock Purchase Agreement was amended in order to, among other things, extend by 3 ½ years, to approximately October 2008, TEM Puerto Rico’s option to buy a majority interest in NewComm. In addition, the Sale Agreement was amended in order to clarify the procedures that would apply upon the sale of NewComm to a third-party purchaser in the event that neither TEM Puerto Rico, nor the Partnership exercised its rights under the Sale Agreement to purchase NewComm.

Also, the Shareholders Agreement was amended and restated on April 20, 2005, and provides among other things that once TEM Puerto Rico becomes the holder of more than 50% of NewComm’s capital stock, TEM Puerto Rico will have the right to designate four directors to NewComm’s board (two more directors than it currently has the right to designate), and the Partnership will have the right to designate three directors to NewComm’s board (one less director than it currently has the right to designate). It also provides that if NewComm proposes to issue additional shares at a price that is deemed fair by TEM Puerto Rico on the basis of an equity valuation, and TEM Puerto Rico does not exercise its preemptive rights under the agreement, then TEM Puerto Rico will be obligated to transfer to NewComm’s other shareholders the number of its shares needed to prevent the other shareholders from being diluted as a result of NewComm’s proposed issuance.

Results of Operations

Three-month period ended June 30, 2005 compared with three-month period ended June 30, 2004.

Set forth below is a summary of the results of operations before other income and expenses for the periods indicated:

	Three-Month Periods Ended
	June 30,
	2005			2004			Change
				(Restated)
Revenues:
Service revenues	$	22,686,968		$	25,906,148		-12	%
Handsets and accessories sales	1,169,624			1,228,194			-5	%

Total Revenues	23,856,592			27,134,342			-12	%
Expenses:
Operating expenses, excluding depreciation expense	20,809,331			26,356,732			-21	%

Income (loss) from operations	3,047,261			777,610			292	%

Interest expense	(2,913,539		)	(2,321,032		)	26	%

Income (loss) before other income (expense)	$	133,722		$	(1,543,422	)	-109	%

Revenues

The Partnership’s revenues for the three-month period ended June 30,-2005 decreased by 12% from $27.1 million to $23.9 as compared to the same period in 2004. Total revenues include service as well as handset and accessories revenues. Service revenues for the three-month period ended June 30, 2005 decreased by 12% when compared to the same period in 2004 while handset and accessories sales decreased by 5%. The decrease in handsets and accessories revenues is mainly due to handset units pricing adjustments. The decrease in service revenues is related to tighter credit policies and a reduction in the Partnership’s customer base during the second quarter of 2005.

Expenses

The following table shows the variances for the three month period ended June 30, 2005 as compared to the same period in 2004

	Three-months ended June 30,				%
Expenses	2005		2004		Change
			(Restated)

Cost of handset and accessories	$	4,362,624	$	5,652,167	-23	%
Interconnection expense	807,907		1,065,425		-24	%
Sales and dealers commissions	1,891,224		2,533,551		-25	%
Salaries and benefits	3,859,776		3,955,461		-2	%
Depreciation	4,524,200		4,388,884		3	%
Advertising expense	1,382,099		1,857,480		-26	%
Legal and professional services	287,520		851,391		-66	%
Provision for doubtful accounts	3,293,557		2,365,150		39	%
Rent expense	1,824,870		1,731,547		5	%
Taxes other than income	529,874		841,109		-37	%
Network Operation and Maintenance	2,011,529		1,726,390		17	%
Other expenses	-136,634		2,426,762		-106	%
Management fee to General Partner	68,750		68,750		0	%
Services rendered by related parties	626,235		1,258,326		-50	%
Loss on Sale of California License	—		25,832		-100	%

Total expenses	$	25,333,531	$	30,748,225	-18	%

Expenses for the three-month period ended June 30, 2005 totaled $25,333,531 as compared to $30,748,225 for the same period in 2004. There was an overall reduction of 18% in operating expenses or $5.4 million during the second quarter of 2005.

The overall decrease in expenses is mainly due to decreases in the cost of handsets and accessories sold, interconnection expenses, sales and dealers commissions, legal and professional fees, and taxes other than income.

Income from Operations

Income from operations reflects the ability of the Partnership to generate positive cash flows from its operations, which does not take into consideration expenses such as amortization, depreciation and interest that must be reported for generally accepted accounting principles (GAAP) to arrive at the net income or loss.

Income from operations for the three month period ended June 30, 2005 of $3,047,261 shows a significant increase of 292% or $2.3 million as compared to the income from operations for the same period in 2004. This increase in income from operations is related to overall 18% decrease in expenses.

Interest expense for the three month period ended June 30, 2005 of $2.9 million ($2.3 million in 2004) reduce the income from operations and result in net income before other income and expenses of $133,722 for the second quarter of 2005 and a loss of $1,543,422 for the same period in 2004; an overall reduction in net loss of 109% when compared to 2004. Depreciation expense

of $4.4 million ($4.3 million in 2004), a non-cash item further reduces the book income to $4.3 million in 2005 ($6 million in 2004).

Six-month period ended June 30, 2005 compared with six-month period ended June 30, 2004.

The following table summarizes changes in certain financial information for the period indicated:

	Six-Month Periods Ended
	June 30,
	2005			2004			Change
				(Restated)
Revenues:
Service revenues	$	45,565,488		$	52,784,373		-14	%
Handsets and accessories sales	1,907,084			2,664,790			-28	%

Total Revenues	47,472,572			55,449,163			-14	%
Expenses:
Operating expenses, excluding depreciation expense	42,670,000			52,618,142			-19	%

Income (loss) from operations	4,802,572			2,831,021			70	%

Interest expense	(5,968,121		)	(4,687,799		)	27	%

Income (loss) before other income (expense), excluding depreciation expense	$	(1,165,549	)	$	(1,856,778	)	-37	%

Revenues

The Partnership’s revenues for the six-month period ended June 30, 2005 totaled $47,472,572 as compared to $55,449,163 for the same period in 2004. Revenues for the six-month period ended June 30, 2005 included $45,565,488 in service revenues and $1,907,084 in handset and accessories sales generated from NewComm’s wireless operations, as compared to $52,784,373 and $2,664,790 respectively, for the same period in 2004. The 14% decrease in service revenues is consistent with a decrease in the Partnership’s customer base which was offset by an increase in airtime on contract subscribers. The decrease in handset and accessories sales is related to pricing adjustments and a slight reduction on the handset subsidy on the handsets sold.

Expenses

The following table shows the variances for the six month period ended June 30, 2005 as compared to the same period in 2004:

	Six-months ended June 30,		%
Expenses	2005	2004	Variances
		(Restated)

Cost of handset and accessories	9,047,636	11,591,131	-22	%
Interconnection expense	1,603,484	2,040,979	-21	%
Sales and dealers commissions	3,925,924	5,380,383	-27	%
Salaries and benefits	7,773,695	7,989,871	-3	%
Depreciation	9,095,668	8,693,346	5	%
Advertising expense	2,092,602	3,314,146	-37	%
Legal and professional services	679,302	1,564,743	-57	%
Provision for doubtful accounts	5,482,126	4,711,950	16	%
Rent expense	3,617,963	3,367,372	7	%
Taxes other than income	1,572,106	1,849,647	-15	%
Network Operation and Maintenance	3,952,237	3,292,937	20	%
Other expenses	1,396,574	4,777,609	-71	%
Management fee to General Partner	137,500	137,500	0	%
Services rendered by related parties	1,418,851	2,586,220	-45	%
Loss on Sale of California License	—	25,832	-100	%

Total expenses	51,795,668	61,323,666	-16	%

Expenses for the six-month period ended June 30, 2005 totaled $51,795,668 as compared to $61,323,666 for the same period in 2004. During the six-month period ended June 30, 2005, the Partnership’s expenses decrease by 16% due to pricing adjustments which reduced the handset subsidy on the purchase of handsets and contributed to the 22% reduction in cost of handsets and accessories. The Partnership managed to reduce overall expenses by implementing new operations procedures and eliminating various outsourcing contracts related to inventory management and customer service.

Income from Operations

Income from operations for the six month period ended June 30, 2005 of $4.8 shows an increase of 70% as compared to the income from operations for the same period in 2004. This increase in income from operations is mainly due to the overall decrease in expenses and to the reduction in the cost of acquiring new customers.

Interest expense for the six- month period ended June 30, 2005 of $6.0 million ($4.7 million in 2004) reduce income from operations and result in a net loss before other income (expense) of $1.2 million for the second quarter of 2005 ($1.9 million in 2004); an overall reduction in net loss before other income (expense) of 37% when compared to 2004. Depreciation expense of $9.0 million ($8.7million in 2004) reduces the Partnership’s book income but as a non-cash item it does not represent additional disbursements for operations.

The increase in depreciation expense is related to the increase in the depreciable assets placed in service during the period.

Liquidity and Capital Resources

As of June 30, 2005, the Partnership had cash and cash equivalents amounting to $10 million which are mostly related to proceeds from the sale of the California licenses to Metro PCS in the second quarter, 2004 for a cash payment of $10.9 million.

As part of the agreement with TLD, NewComm entered into a contract with Lucent Technologies, Inc. (“Lucent”) that required Lucent to build a network that uses the Code Division Multiple Access (“CDMA”) protocol. The total cost of the original network was approximately $125 million. During 2000, NewComm’s management and Lucent agreed on formally extending the payment of up to $61.0 million of the total amount of network construction payable, at the time, under a formal financing agreement. On June 4, 2003, NewComm entered into a Senior Credit Agreement with Lucent, which extended the maturity date of the $51.5 million remaining on the credit facility to September 30, 2009, with interest at 8% annually. In July 2005, Lucent sold the Note, which at the time had a principal balance of $48.5 million, to D.B. Zwirn & Co. (“D.B. Zwirn”). The Company signed a Forbearance Agreement with D.B Zwirn on July 14, 2005 and was later extended until August 22, 2005. NewComm is currently negotiating a new credit facility with D.B. Zwirn and expects to close on a new credit before August 31, 2005. The Company expects that the principal balance under the new credit agreement with D.B. Zwirn will be $53.3 million, with a term until January 31, 2006 and a floating interest rate of LIBOR plus 700 basis points. The facility includes $48.5 million of principal, $2.0 million of accrued interest and $4.0 million additional funding for working capital and general purpose needs.

In addition, the Partnership owes the United States federal government approximately $24 million plus accrued interest at 6.5% in connection with the acquisition of its PCS licenses. TEM has secured the repayment of this debt by means of a subordinated line of credit guaranteed as described on the Settlement Agreement.

On March 2, 2002, the Partnership sold 4.08% of NewComm to a group of investors led by Fleet Development Ventures for $13 million. During the second quarter of 2002, the Partnership and TLD contributed approximately $9 million each to NewComm in the form of equity and convertible debt, respectively. The Partnership believes it has obtained sufficient funds, together with TLD, to provide NewComm with the capital necessary for the Project Finance Facility and to fully fund NewComm’s operations.

The Partnership anticipates that earnings and cash distributions derived from its Puerto Rico Network, interim and permanent financing and, if necessary, additional capital calls from its Investors or accessing the public capital markets, should provide it with the liquidity to meet its obligations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Partnership’s exposure to market risk through derivative financial instruments and other financial instruments is not material because the Partnership does not use derivative financial instruments and does not have foreign currency exchange risks. The Partnership invests cash balances in excess of operating requirements in short-term money market funds. As of June 30, 2005, the Partnership had cash equivalents and short-term investments of approximately $10,000,000 consisting of cash and highly liquid, short-term investments in money market funds.

The Partnership’s cash and cash equivalents will increase or decrease by an immaterial amount if market interest rates increase or decrease, and therefore, its exposure to interest rate changes has been immaterial. The Partnership’s loans payable to the FCC have a fixed interest rate of 6.5% and therefore are not exposed to interest rate risks. The TEM Note relating to indebtedness of NewComm bears interest at the floating rate of the 90-day LIBOR plus 1.5% and has been extended to December 2004.

An agreement restructuring Lucent’s outstanding debt was executed on June 4, 2003. In July 2005, Lucent sold the Note, which at the time had a principal balance of $48.5 million, to D.B. Zwirn & Co. (“D.B. Zwirn”). The Company signed a Forbearance Agreement with D.B Zwirn on July 14, 2005 and was later extended until August 22, 2005. NewComm is currently negotiating a new credit facility with D.B. Zwirn and expects to close on a new credit agreement before August 31, 2005.

Controls and Procedures

The Partnership’s Chief Executive Officer, Javier O. Lamoso, and the Partnership’s Chief Financial Officer, Edileen Salicrup, have evaluated the Partnership’s disclosure controls and procedures within 90 days of the filing of this report.

Mr. Lamoso and Ms. Salicrup have concluded that the Partnership’s disclosure controls and procedures provide reasonable assurance that the Partnership can meet its disclosure obligations. The Partnership’s disclosure controls and procedures are based upon a roll-up of financial and non-financial reporting that is consolidated by TEM pursuant to the Partnership’s Management Agreement with TEM. The reporting process is designed to ensure that information required to be disclosed by the Partnership in the reports that it files or submits with the Commission is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.

There have been significant changes in the Partnership’s internal controls that have affected these controls subsequent to the date of their evaluation. The Partnership is currently improving internal controls on its billings and collections procedures and continues to assess other areas in which internal controls may be extended or modified.

PART II: OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Information regarding legal proceedings is disclosed in Part I, Item 1, Notes to Interim Consolidated Financial Statements (unaudited), Section 4, and is hereby incorporated into Part II, Item 1 by this reference.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) List of Exhibits

Exhibit 31.1:	Certification of Chief Executive Officer

Exhibit 31.2:	Certification of Chief Financial Officer

Exhibit 32.1:	Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code

Exhibit 32.2:	Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code

ITEMS 2, 3, 4 and 5 are not applicable and have been omitted.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		ClearComm, L.P.


	By:	SuperTel Communications Corp.


Date: August 24, 2005		By:	/s/ Javier O. Lamoso
		Name: Javier O. Lamoso
		Title: President

CLEARCOMM L P 10-Q/A