<PAGE>

                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                    FORM 10-Q

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

                  For the quarterly period ended March 31, 2001

     / /    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          (I.R.S. Employer
            incorporation or organization)          Identification No.)


            268 Munoz Rivera Ave. Suite 2206             00918-1913
            ----------------------------------------     ----------
            Hato Rey, Puerto Rico                        (Zip Code)
            (Address of principal executive offices)

            Registrant's telephone number, including area code: (787) 756-0840

            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.

                              Yes   X      No
                                 --------     --------

<PAGE>

                                 ClearComm, L.P.

                                      INDEX

<TABLE>
<CAPTION>
                                                                          Page No.
                                                                          --------
<S>                                                                       <C>
PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements

         Consolidated Statements of Assets, Liabilities and Partners'
         Capital (Deficit) as of March 31, 2001 (unaudited)
         and December 31, 2000 ..........................................      1

         Consolidated Statements of Revenues and Expenses for the
         three-month periods ended March 31, 2001 and 2000
         (unaudited) ....................................................      2

         Consolidated Statements of Changes in Partners' Capital
         (Defict) Accounts for the three-month period ended
         March 31, 2001 (unaudited) .....................................      3

         Consolidated Statements of Cash Flows for the three-month
         periods ended March 31, 2001 and 2000 (unaudited) ..............      4

         Notes to Interim Consolidated Financial Statements (unaudited)..      5

Item 2

         Management's Discussion and Analysis of Financial Condition
         and Results of Operations ......................................      7

Item 3

         Quantitative Disclosure About Market Risk.......................     11

PART II  OTHER INFORMATION

Item 1.  Legal Proceedings...............................................     11

Item 6.  Exhibits and Reports on Form 8-K................................     11

Signatures...............................................................     12

Exhibit Index............................................................
</TABLE>


                                       -i-
<PAGE>

PART I   Financial Information

Item 1.  Financial Statements


                                 ClearComm, L.P.

                 CONSOLIDATED STATEMENTS OF ASSETS, LIABILITIES
                         AND PARTNERS' CAPITAL (DEFICIT)



<TABLE>
<CAPTION>
                                                                           March 31,              December 31,
                                                                             2001                    2000
                                                                         -------------           -------------
                                                                         (Unaudited)
<S>                                                                      <C>                     <C>
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                              $  11,035,859           $   9,338,798
  Accounts receivable, net of allowance
     for doubtful accounts of $18,590,798 and $18,341,025                   18,398,839              20,049,769
  Insurance claim receivable                                                 1,256,285               1,256,285
  Inventories                                                               11,806,723              12,977,164
  Prepaid expenses                                                             792,370                 751,603
                                                                         -------------           -------------
    Total current assets                                                    43,290,076              44,373,619

DEFERRED FINANCING COSTS, net                                                1,496,561               1,730,047
PCS LICENSES, net                                                           64,179,748              64,838,452
PROPERTY AND EQUIPMENT, net                                                 94,590,824              97,002,140
                                                                         -------------           -------------
                                                                         $ 203,557,209           $ 207,944,258
                                                                         =============           =============

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
  Accounts payable and accrued liabilities                               $  40,949,374           $  40,314,401
  Note payable to Lucent Technologies                                       61,000,000              61,000,000
  Bridge Loan Facility                                                      60,000,000              60,000,000
  Accounts payable to related parties                                        3,738,746               2,041,767
  Accrued interest                                                           1,358,696               1,566,872
  Deferred income                                                            2,116,690               1,820,183
                                                                         -------------           -------------
    Total current liabilities                                              169,163,506             166,743,223
                                                                         -------------           -------------
LONG-TERM NOTES PAYABLE                                                     73,617,835              72,456,233
                                                                         -------------           -------------
MINORITY INTEREST                                                           14,265,153               9,717,529
                                                                         -------------           -------------

PARTNERS' CAPITAL (DEFICIT):
  Limited partners' capital (2,903.1 units,
     issued and outstanding)                                                73,039,616              73,039,616
  General partner's capital                                                    100,000                 100,000
  Undistributed losses-

     Accumulated during development stage                                  (48,704,525)            (48,704,525)
     Operations                                                            (77,924,376)            (65,407,818)
                                                                         -------------           -------------
    Total partners' (deficit)                                              (53,489,285)            (40,972,727)
                                                                         -------------           -------------
                                                                         $ 203,557,209           $ 207,944,258
                                                                         =============           =============
</TABLE>

The accompanying notes are integral part of these consolidated statements.


                                      -1-
<PAGE>

                                 ClearComm, L.P.

                CONSOLIDATED STATEMENTS OF REVENUES AND EXPENSES
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                            Three-Month Periods Ended March 31,
                                                                 2001                2000
                                                            -------------        ------------
<S>                                                        <C>                   <C>
REVENUES:
  Service revenues                                         $   25,030,382        $ 10,821,271
  Handset and accessories sales                                 2,981,884           2,110,855
                                                           --------------        ------------

                                                               28,012,266          12,932,126
                                                           --------------        ------------
OPERATING COST AND EXPENSES:
  Cost of handset and accessories                               8,060,352           1,879,632
  Interconnection expense                                       2,057,800           1,238,871
  Sales and dealers commissions                                 1,759,593           1,246,141
  Salaries and benefits                                         3,196,936           2,582,140
  Advertising expense                                           2,317,299           1,827,052
  Legal and professional services                               2,941,118           2,049,239
  Depreciation and amortization                                 5,682,180           4,165,289
  Provision for doubtful accounts                               3,968,722             445,774
  Rent expense                                                  2,054,225             645,924
  Taxes other than income                                       1,620,847               -
  Other expenses                                                2,493,546           2,532,796
  Management fee to General Partner                                32,000             274,303
  Services rendered by related parties                            277,302             603,773
                                                           --------------        ------------

                                                               36,461,920          19,490,934
                                                           --------------        ------------

LOSS FROM OPERATIONS                                           (8,449,654)         (6,558,808)
                                                           --------------        ------------

OTHER INCOME (EXPENSE)
  Interest income                                                 184,686             207,647
  Interest expense                                             (4,703,966)         (1,762,116)
                                                           --------------        ------------
                                                               (4,519,280)         (1,554,469)
                                                           --------------        ------------

NET LOSS BEFORE MINORITY INTEREST                             (12,968,934)         (8,113,277)

MINORITY INTEREST                                                 452,376               -
                                                           --------------        ------------

NET LOSS                                                   $  (12,516,558)       $ (8,113,277)
                                                           ==============        ============

NET LOSS ATTRIBUTABLE TO GENERAL PARTNER                   $  ( 3,129,139)       $ (2,028,319)
                                                           ==============        ============
NET LOSS ATTRIBUTABLE TO LIMITED PARTNERS

                                                           $   (9,387,419)       $ (6,084,958)
                                                           ==============        ============
NET LOSS PER UNIT ATTRIBUTABLE TO LIMITED
PARTNERS                                                   $       (3,234)       $     (2,096)
                                                           ==============        ============
</TABLE>

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


                                      -2-
<PAGE>

                                 ClearComm, L.P.

    CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICT) ACCOUNTS
                                   (Unaudited)

                 FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2001

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                                                       Limited Partners               General
                                                   Units           Amount             Partner            Total
                                                   -------       -----------       ------------      ------------
<S>                                                <C>          <C>                <C>               <C>
Balance (deficit) at
     December 31, 2000                             2,903.1      $(12,544,641)      $(28,428,086)     $(40,972,727)

Three-month period ended March 31, 2001
    Net loss                                          -          ( 9,387,419)       ( 3,129,139)      (12,516,558)

                                                   -------      ------------       ------------      ------------
Balance (deficit) at
     March 31, 2001                                2,903.1      $(21,932,060)      $(31,557,225)     $(53,489,285)

                                                   =======      ============       ============      ============
</TABLE>

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


                                      -3-
<PAGE>

                                 ClearComm, L.P.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                       Three-Month Periods Ended
                                                                                   March 31,            March 31,
                                                                                 ------------         ------------
                                                                                      2001                 2000
                                                                                 ------------         ------------
<S>                                                                              <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
         Net loss                                                                $(12,516,558)        $ (8,113,277)
                                                                                 ------------         ------------

         Adjustments to reconcile net loss for the period to net cash used in
            operating activities:

            Depreciation and amortization                                           5,682,180            4,165,289
             Provision for doubtful accounts                                        3,968,722              445,774
             Minority interest                                                       (452,376)                -
             Increase in accounts receivable                                       (2,317,792)          (6,483,799)
            Decrease(increase) in inventories                                       1,170,441           (4,460,666)
             Increase in prepaid expenses                                             (40,767)            (144,255)
             (Decrease) increase in accounts payable and accrued liabilities         (800,989)           3,065,214
             Increase in accounts payable to related parties                        1,696,979                 -
             Increase in accrued interest                                             244,007                 -
             Increase in deferred income                                              296,507            1,185,661
                                                                                 ------------         ------------
                  Total adjustments                                                 9,446,912           (2,226,782)
                                                                                 ------------         ------------
                  Net cash used in operating activities                            (3,069,646)         (10,340,059)
                                                                                 ------------         ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
            Acquisition of property and equipment                                    (233,293)          (5,499,923)
                                                                                 ------------         ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
            Capital contribution from minority interest                             5,000,000                 -
            Proceeds from line of credit                                                 -              18,000,000
                                                                                 ------------         ------------
                  Net cash provided by financing activities                         5,000,000           18,000,000
                                                                                 ------------         ------------
NET INCREASE IN CASH AND CASH EQUIVALENTS                                           1,697,061            2,160,018

CASH AND CASH EQUIVALENTS, beginning of period                                      9,338,798            6,546,305
                                                                                 ------------         ------------
CASH AND CASH EQUIVALENTS, end of period                                         $ 11,035,859         $  8,706,323
                                                                                 ============         ============
SUPPLEMENTAL CASH FLOWS INFORMATION:
    Network construction costs accrued                                           $  2,071,613         $  4,569,968
                                                                                 ============         ============
    Accounts receivable written-off                                              $  3,718,949         $       -
                                                                                 ============         ============
    Interest paid                                                                $  3,916,533         $  1,044,538
                                                                                 ============         ============
</TABLE>

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


                                      -4-
<PAGE>

                                 CLEARCOMM, L.P.

          NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS(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 March 31, 2001 and
results of operations and cash flows for the three-month periods ended March 31,
2001 and 2000. 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 for the year ended December 31, 2000. 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 California cities. During 1997, the
Partnership organized the following wholly-owned subsidiaries: ClearComm West,
LLC, ClearCorp., LLC, CommClear, LLC and ClearComm de Puerto Rico. These
companies are inactive.

         On February 4, 1999, the Partnership entered into a joint venture
agreement (the "Joint Venture Agreement") with Telefonica Larga Distancia De
Puerto Rico, Inc. ("TLD") to jointly develop and operate certain PCS licenses in
Puerto Rico. Among the most important provisions of the Joint Venture Agreement
are the following:

         o        The Partnership transferred all of its Puerto Rico PCS
                  licenses including its related debt with the FCC to NewComm
                  Wireless Services, Inc. ("NewComm"), a newly organized Puerto
                  Rico corporation, in exchange for all of NewComm's issued and
                  outstanding common stock.

         o        TLD loaned approximately $20 million to NewComm by means of a
                  secured convertible promissory note payable (the "Promissory
                  Note"). The Promissory Note is secured by a security agreement
                  pursuant to which a security interest is imposed upon
                  NewComm's assets, a Partnership guarantee and a pledge
                  agreement, as defined.

         o        Once certain regulatory and other requirements are met, the
                  Promissory Note will be converted to NewComm's common stock
                  representing approximately 49.9% of NewComm's equity at the
                  time of the exchange. TLD has the option to buy an additional
                  .2%, which would bring its ownership to 50.1%, subject to a
                  third party valuation of NewComm's stock and approval by the
                  FCC.


                                      -5-
<PAGE>

         o        NewComm and TLD entered into certain management and technology
                  transfer agreements.

         In September 1999, NewComm commenced providing PCS services in Puerto
Rico.

         On August 28, 2000, the Partnership entered into a Purchase and Sale
Agreement with Leap Wireless International ("Leap Wireless"), pursuant to which
the Partnership will sell the Visalia, California license to Leap Wireless in
exchange for shares of Leap Wireless stock valued at $9,500,000. The closing of
this sale cannot occur until the FCC approves the transfer of this license.
Under the terms of Purchase and Sale Agreement, the Partnership will receive
147,502 shares of Leap Wireless stock, with the Leap Wireless stock valued at a
price of $64.45 per share. The Partnership also has the option to request a
$9,500,000 cash payment in lieu of receipt of Leap Wireless stock, if at the
closing the average price of Leap Wireless shares over the five-day period
immediately prior to closing is less than $61.23 per share. The Partnership
believes that the transfer should be approved by the FCC within the next
quarter, and the closing of the transaction should occur shortly thereafter.

         During November and December 2000, and March 2001, NewComm received an
aggregate equity investment of $15,000,000 from Syndicated Communications
Venture Partners IV, L.P. (Syncom), a third party, in exchange for a 4.92%
ownership in NewComm. Syncom is committed to contribute up to $25 million to
NewComm in exchange for a 8.2% ownership.

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 operating losses ($12.5
million for the three-month period ended March 31, 2001 and $41.4 million for
the year ended December 31, 2000). It also has a working capital and partners'
deficit of $125.8 and $53.5 million, respectively, as of March 31, 2001. 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 other means than its
revenues.

         As part of the agreement with TLD, NewComm entered into a contract with
Lucent Technologies, Inc. ("Lucent") that requires Lucent to build a network
that uses Code Division Multiple Access ("CDMA") protocol. It is expected that
the total cost will approximate $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. The
financing agreement extends payments for an eight-month period (through June
2001) at an annual interest rate of 1.5% over 90-day LIBOR. As of March 31,
2001, $61,000,000 is outstanding under this financing agreement.

         During November 2000, NewComm entered into a $60 million bridge loan
agreement (the "Bridge Loan Facility") with ABN-AMRO and BBVA with interest at
1.5% over 90-day LIBOR, which expired on March 15, 2001, and was extended until
May 29, 2001, with interest at 2.50% over 90-day LIBOR, when a permanent loan
financing for $150 million is expected to close. The permanent financing
agreement will require that the Partnership, by means of Syncom, and TLD,
contribute approximately $25 million each in equity and convertible debt,
respectively. As part of this commitment, during the last quarter of 2000 and
first quarter of 2001, Syncom contributed $15 million in the form of equity and
TLD contributed $10 million in the form of convertible debt. Another $5 million
was contributed by TLD in the form of convertible debt in April 2001.


                                      -6-
<PAGE>

         Each of the Partnership's C-Block licenses is subject to an FCC
requirement that the Partnership construct network facilities that offer
coverage to at least one-third of the population in the market covered by such
license within five years following the grant of the applicable license and to
at least two thirds of the population within ten years following the grant.
Although the Partnership's buildout plan calls for it to exceed these minimum
requirements, failure to comply with these requirements could result in the
revocation of the related licenses or the imposition of fines on the Partnership
by the FCC. Therefore, delays in constructing its PCS network for licenses
granted for markets outside Puerto Rico could have a material adverse effect on
the Partnership's financial condition and results of operations.

         Management believes that the Partnership will comply with all the
requirements for obtaining the permanent 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, at a minimum,
through the end of 2001. However, in the absence of improved operating results
and cash flows, and 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.       OTHER ACCOUNTING PRONOUNCEMENTS

         In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities"("SFAS 133"). SFAS 133 established accounting
and reporting standards requiring that every derivative instrument (including
certain derivative instruments embedded in other contracts) be recorded in the
balance sheet as either an asset or liability measured at its fair value. SFAS
133 requires that changes in the derivative's fair value be recognized currently
in earnings unless specific hedge accounting criteria are met. In June 2000, the
FASB issued Statement of Financial Accounting Standards No. 138 ("SFAS 138")
which amends SFAS 133 for certain derivative instruments and certain hedging
activities. SFAS 133, as amended, is effective for fiscal years beginning after
June 15, 2000. The Partnership adopted SFAS 133 beginning January 1, 2001 and
did not have any derivatives.

4.       LEGAL PROCEEDINGS

         The Partnership is subject to certain legal proceedings and an FCC
proceeding, which were described in the Partnership's Form 10-K for the year
ended December 31, 2000.

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

Forward-looking Statements

         This Form 10-Q 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.


                                      -7-
<PAGE>

         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, failure to develop the Partnership's PCS licenses in
California due to an inability to obtain satisfactory financing or partners;
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 for the year ended December 31, 2000,
in addition to the interim consolidated financial statements and accompanying
notes presented in Part 1, Item 1 of this Form 10-Q.

         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, and the California
Licenses, which consist of five 15 MHz PCS licenses covering the California
cities of Eureka, Redding, Modesto, Merced and Visalia-Porterville.

         On August 28, 2000, the Partnership entered into a Purchase and Sale
Agreement with Leap Wireless International ("Leap Wireless"), pursuant to which
the Partnership will sell the Visalia-Porterville license to Leap Wireless in
exchange for shares of Leap Wireless stock valued at $9,500,000. The closing of
this sale cannot occur until the FCC approves the transfer of this license.
Under the terms of the Purchase and Sale Agreement, the Partnership will receive
147,502 shares of Leap Wireless stock, with the Leap Wireless stock valued at a
price of $64.45 per share. The Partnership also has the option to request a
$9,500,000 cash payment in lieu of receipt of Leap Wireless stock, if at the
closing the average price of Leap Wireless shares over the five-day period
immediately prior to closing is less than $61.23 per share. The Partnership
believes that the transfer should be approved by the FCC within the next
quarter, and the closing of the transaction should occur shortly thereafter.

         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. Since the Partnership commenced commercial operations in
1999, the comparisons presented below may not be indicative of future operations
(refer to Note 2 to the interim consolidated financial statements).


                                      -8-
<PAGE>

         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 TLD, whereby the
Partnership contributed its two Puerto Rico Licenses to NewComm and TLD provided
NewComm a $19,960,000 loan to develop the Puerto Rico Licenses. TLD's loan is
pursuant to a secured convertible promissory note (the "Note") which is
convertible into 49.9% of NewComm's equity. The Note however, cannot be
converted until the FCC authorizes TLD to hold more than a 25% equity interest
in NewComm. TLD also received an option (the "Option") to buy an additional
0.2%, which would bring its ownership to 50.1%, subject to a third-party
valuation and FCC approval. The Option cannot be exercised prior to January 22,
2002, unless the ownership restrictions on the Puerto Rico licenses are
eliminated by the FCC. NewComm, however, has the option to buyout TLD in the
last year before the restrictions on the Puerto Rico licenses lapse. The
Partnership intends to amend the Joint Venture Agreement with TLD to eliminate
the Option. Any amendment requires TLD approval.

         With respect to its California Licenses, the Partnership anticipates
developing these licenses by means of strategic alliances and/or partnerships
with other operators. Although no assurances can be made, the Partnership
anticipates that it will negotiate acceptable agreements regarding these
licenses so that it will be able to offer wireless services in the regions
covered by these licenses.

Results of Operations

         Three-month periods ended March 31, 2001 compared with three-month
periods ended March 31, 2000

Revenues

         The Partnership's revenues for the three-month periods ended March 31,
2001 totaled $28,012,266, as compared to $12,932,126 for the same period in
2000. Revenues for the three-month periods ended March 31, 2001 included
$25,030,382 in service revenues and $2,981,884 in handset and accessories sales
generated from NewComm's wireless operations, as compared to $10,821,271, and
$2,110,855, respectively, for the same period in 2000. The increase in revenues
is mainly due to a growing trend in the subscriber base as NewComm had been
operating for only six months as of March 31, 2000.

Expenses

         Expenses for the quarter ended March 31, 2001 totaled $36,461,920, as
compared to $19,490,934 for the same period in 2000. During the first quarter of
2001, the Partnership's expenses included $8,060,352 ($1,879,632 as of March 31,
2000) in costs of handset and accessories, $3,196,936 ($2,582,140 as of March
31, 2000) for salaries and benefits, $2,941,118 ($2,049,239 as of March 31,
2000) for legal and professional services, $5,682,180 ($4,165,289 as of March
31, 2000) in depreciation and amortization, $3,968,722 ($445,774 as of March 31,
2000) in provision for doubtful accounts, $12,335,310 ($7,765,087 as of March
31, 2000) in interconnection, sales and dealers commissions, advertising, rent,
taxes other than income, other expenses and management fee to General Partner,
and $277,302 ($603,773 as of March 31, 2000) for services rendered by related
parties.

         The increase in interest expense ($4,703,966 and $1,762,116 as of March
31, 2001 and 2000, respectively) is related to the FCC Note, TLD Promissory
Note, Note Payable to Lucent and the Bridge Loan Facility.

         Net loss of $12,516,558 for the quarter ended March 31, 2001, as
compared to $8,113,277 for the same period in 2000, reflects the ongoing costs
of meeting the competition of existing cellular and PCS operators in order to
develop a subscriber base. To meet competition, a significant subsidy is granted
in the sale of handsets and accessories, on which a negative margin of
$5,078,468 and $231,223 was generated during the three-month periods ended March
31, 2001 and 2000, respectively. In addition, the provision for doubtful
accounts and interest expense increased to $3,968,722 and $4,703,966,
respectively, as of March 31, 2001, as compared to $445,774 and $1,762,116,
respectively, as of March 31, 2000.


                                      -9-
<PAGE>

Liquidity and Capital Resources

         As of March 31, 2001, the Partnership had cash and cash equivalents
amounting to $11,035,859, which are mostly related to proceeds from the bridge
loan facility and the capital contributed by Syndicated Communication Venture
Partners IV, LP ("Syncom") and convertible debt by TLD, as explained below.

         As part of the agreement with TLD, NewComm entered into a contract with
Lucent Technologies, Inc. ("Lucent") that requires Lucent to build a network
that uses Code Division Multiple Access ("CDMA") protocol. It is expected that
the total cost will approximate $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 current payables under a formal
financing agreement. The financing agreement extends payments for an eight-month
period (through June 2001), at an annual rate of 1.5% over 90-day LIBOR. As of
March 31, 2001, $61,000,000 is outstanding under this financing agreement.

         In addition, the Partnership owes the United States federal government
approximately $51,339,555 (undiscounted) plus accrued interest at 6.5% of
$1,358,696 in connection with the acquisition of its PCS licenses. As of March
31, 2001, the notes payable to FCC are presented net of a discount of
approximately $11,049,180.

         The Partnership has a secured promissory note payable to TLD, which
bears interest at the floating rate of 90 days LIBOR plus 1.5% and is due in
March, 2004. In addition, in January 2000 the joint venture agreement with TLD
was amended to provide NewComm a revolving line of credit of approximately $30
million for working capital from TLD. This loan was paid-off in December 2000 by
means of a $60 million bridge loan to NewComm from ABN-AMRO and BBVA.

         The Partnership expects that the total cost to implement NewComm's
business plan to be approximately $200 million. This consists of approximately
$125 million in costs associated with building out the Puerto Rico Network, and
approximately $75 million to fund NewComm's operations until it becomes
profitable. NewComm obtained a short term financing ("Bridge Loan") of $60
million at a rate of 1.5% over 90-day LIBOR, which came due in March 2001.
NewComm obtained an extension for this loan until May 29, 2001 at a rate of
2.50% over 90-day LIBOR. In addition, the Partnership believes such banks will
be willing to provide long term financing of $150 million provided that the
Partnership and TLD contribute additional capital or convertible debt to
NewComm. The Partnership, by means of Syncom and TLD, contributed $25 million of
additional capital or convertible debt during the third and fourth quarters of
2000 and first quarter of 2001. Syncom invested $15 million in NewComm in
exchange for 4.92% of NewComm. Another $5 million was contributed by TLD in the
form of convertible debt in April 2001. The Partnership believes that the
additional capital contribution or convertible debt by Syncom and TLD, along
with the proposed long term financing would fully fund NewComm's operations
through the end of 2001.

         As a result of the restructuring of its FCC debt in June 1998, the
Partnership has no outstanding debt on its California Licenses, which consist of
15MHz of bandwidth covering an approximate population of 1.6 million people in
Eureka, Redding, Merced, Modesto and Visalia-Porterville, all within the state
of California. Holders of major C Block licenses surrounding the California
Licenses are currently under bankruptcy court proceedings, which adversely
affects the Partnership's ability to enter into joint venture agreements to
develop these licenses. However, a re-auction of D, E, F and disaggregated C
Block licenses concluded on April 16, 1999. Another re-auction was concluded in
January, 2001. It is possible that the purchasers of the re-auctioned licenses
may be willing to jointly develop the California Licenses with the Partnership.
The Partnership is actively pursuing alliances and possible funding mechanisms
to develop its California Licenses.


                                      -10-
<PAGE>

         The Partnership anticipates that earnings and cash distributions
derived from its Puerto Rico Network once it is fully operational, 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. The Partnership also expects that once it is
able to develop its California Licenses, it will have additional sources of
revenues and profits.

ITEM 3. QUANTITATIVE 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 March 31,
2001, the Partnership had cash equivalents and short-term investments of
approximately $11,035,859 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 TLD Note relating to
indebtedness of NewComm bears interest at the floating rate of the 90-day LIBOR
plus 1.5% and is due in March 2004. The amounts owed to Lucent in connection
with its build out of the Puerto Rico Network are due within 2001 and bear
interest at 1.5% over 90-day LIBOR. The Partnership's short-term financing bears
interest at 2.50% over 90-day LIBOR. The Partnership anticipates that the
interest rate applicable to the permanent financing will be similar or lower
than the ones related to the TLD Note and the short-term financing.

                           PART II: OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         The Partnership is subject to certain legal proceedings and an FCC
proceeding, which were described in the Partnership's Form 10-K for the year
ended December 31, 2000.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) List of Exhibits - None

     (b) The Partnership did not file a Form 8-K in the quarter ended March 31,
         2001.

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


                                      -11-
<PAGE>

                                   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:  May 15, 2001                           By: /s/ Javier O. Lamoso
                                                  ----------------------
                                                  Name: Javier O. Lamoso
                                                  Title: President


                                      -12-