================================================================================
                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)
[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999

                                      or

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

              For the transition period from______________to_______________

                         Commission File Number: 0-20999


                         CHADMOORE WIRELESS GROUP, INC.
                         ------------------------------
             (Exact name of registrant as specified in its charter)

             COLORADO                                            84-1058165
-------------------------------                             --------------------
(State of other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                               Identification No.)

             2875 EAST PATRICK LANE SUITE G, LAS VEGAS, NEVADA 89120
             -------------------------------------------------------
                    (Address of principal executive offices)

                                 (702) 740-5633
                           ---------------------------
                           (Issuer's telephone number)

              (Former name, former address and former fiscal year,
                          if changed since last report)

Check whether the issuer (1) filed all reports to be filed  by  Section  13  or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that  the  registrant  was  required  to  file  such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [ X ] No [  ]

          APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                         DURING THE PRECEDING FIVE YEARS

Check whether the registrant  filed  all  documents  and  reports  required  by
Section  12,  13  or  15(d)  of  the  Exchange  Act  after  the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of  each  of  the  issuer's  classes  of
common equity, as of the latest practicable date:

AS OF MAY 15,  2000  ISSUER HAD  45,695,172  SHARES OF COMMON  STOCK,  $.001 PAR
VALUE, OUTSTANDING.

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE):  Yes [  ] No [X]
================================================================================

<PAGE>
<TABLE>
<CAPTION>
                                      INDEX


PART I - FINANCIAL INFORMATION                                                                                  PAGE
<S>                                                                                                              <C>
ITEM 1.  FINANCIAL STATEMENTS

         Consolidated Balance Sheets as of March 31, 2000 (unaudited) and December 31, 1999                        3

         Consolidated  Statements of  Operations  for the three months ended March 31, 2000 and 1999(unaudited)    4

         Consolidated  Statements  of Cash  Flows for three  months  ended  March 31,  2000 and 1999(unaudited)    5

         Condensed Notes to Interim Consolidated Financial Statements                                             6-9

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS                      10-12

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS                                                                                       13-14

SIGNATURES                                                                                                         15
</TABLE>

                                       2

<PAGE>
<TABLE>
<CAPTION>
                 CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheets
                      March 31, 2000 and December 31, 1999
                             (amounts in thousands)
                                                                                March 31,        December 31,
                                                                                   2000              1999
                                                                               (Unaudited)
                                                                              ---------------   ----------------
                                     ASSETS
<S>                                                                           <C>               <C>
    Current assets:
          Cash                                                                    $  1,420           $  5,603
          Accounts receivable, net                                                   1,308              1,090
          Other receivables, net                                                       279                266
          Inventory                                                                    507                532
          Other current assets                                                         244                 18
                                                                              ---------------   ----------------
                   Total current assets                                              3,758              7,509

    Property and equipment, net                                                     14,053             14,188
    Intangible assets, net                                                          39,186             38,816
    Other non-current assets, net                                                    1,662              1,707
                                                                              ---------------   ----------------
                   Total assets                                                   $ 58,659           $ 62,220
                                                                              ===============   ================

                    LIABILITIES, REDEEMABLE PREFERRED STOCK
                            AND SHAREHOLDERS' EQUITY

    Current liabilities:
          Current maturities of long-term debt                                    $ 11,475           $ 11,134
          Accounts payable and accrued liabilities                                   1,554              2,744
          Unearned revenue                                                             943                813
          Other current liabilities                                                     71                 71
                                                                              ---------------   ----------------
                   Total current liabilities                                        14,043             14,762
    Long-term debt                                                                  28,291             29,288
                                                                              ---------------   ----------------
                   Total liabilities                                                42,334             44,050

    Minority interests                                                                 729                716

    Commitments and contingencies Redeemable preferred stock:
          Series   C,   4%   cumulative,   10,119,614   shares   issued   and
             outstanding                                                             1,621              1,507
    Shareholders' equity:
          Preferred stock, $.001 par value, authorized 40,000,000 shares               -                  -
          Common  stock,  $.001 par  value,  authorized  100,000,000  shares,
             45,183,743   and  40,683,118   shares  issued  and  outstanding,
             respectively                                                               45                 41
          Additional paid-in capital                                                69,866             68,087
          Stock subscribed                                                             -                  304
          Deficit                                                                  (55,936)           (52,485)
                                                                              ---------------   ----------------

                   Total shareholders' equity                                       13,975             15,947
                                                                              ---------------   ----------------
                   Total liabilities, minority interests, redeemable
                   preferred    stock and shareholders' equity                    $ 58,659           $ 62,220
                                                                              ===============   ================
</TABLE>

See accompanying  condensed notes to unaudited interim consolidated
financial statements.

                                       3

<PAGE>
<TABLE>
<CAPTION>
                 CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                 Unaudited Consolidated Statements of Operations
               For the Three Months Ended March 31, 2000 and 1999
                  (amounts in thousands, except per share data)
                                                                    March 31,           March 31,
                                                                       2000               1999
                                                                  ---------------    ----------------
<S>                                                               <C>                <C>
Revenues:
        Service revenue                                               $  1,592            $  1,028
        Equipment sales and maintenance                                    187                 234
                                                                  ---------------    ----------------
           Total revenues                                                1,779               1,262
                                                                  ---------------    ----------------

Cost of sales:
        Cost of service revenue                                            410                 283
        Cost of equipment sales and maintenance                            119                 137
                                                                  ---------------    ----------------
           Total cost of sales                                             529                 420
                                                                  ---------------    ----------------

Gross margin                                                             1,250                 842
                                                                  ---------------    ----------------

Operating expenses
        Selling, general and administrative                              2,835               2,314
        Depreciation and amortization                                      546                 444
                                                                  ---------------    ----------------
           Total operating expenses                                      3,381               2,758
                                                                  ---------------    ----------------
Loss from operations                                                    (2,131)             (1,916)
                                                                  ---------------    ----------------

Other (expense):
        Minority interest in earnings                                      (72)                (53)
        Interest expense, net                                           (1,239)               (605)
        Other                                                               (9)                -
                                                                  ---------------    ----------------
                                                                        (1,320)               (658)
                                                                  ---------------    ----------------
Net loss before extraordinary item                                      (3,451)             (2,574)
Extraordinary loss on early extinguishment of debt                         -                  (195)
                                                                  ---------------    ----------------
Net loss                                                              $ (3,451)           $ (2,769)
Series B preferred stock dividend                                         -                    (18)
Redeemable preferred stock dividend and accretion                         (113)                (80)
                                                                  ---------------    ----------------
Loss applicable to common shareholders                                $ (3,564)           $ (2,867)
                                                                  ===============    ================

Loss per share of Common Stock:
Loss  applicable  to  common  shareholders  before  extraordinary
   item                                                               $  (0.06)           $  (0.06)
Extraordinary item from early extinguishment of debt                      -                  (0.00)
                                                                  ---------------    ----------------
Loss applicable to common shareholders                                $  (0.06)           $  (0.06)
                                                                  ===============    ================
Loss per share of Common Stock assuming dilution:
Loss applicable to common shareholders before extraordinary
   item                                                               $  (0.05)             $(0.06)
Extraordinary item from early extinguishment of debt                      -                  (0.00)
                                                                  ---------------    ----------------
Loss applicable to common shareholders                                $  (0.05)           $  (0.06)
                                                                  ===============    ================
Basic weighted average shares outstanding                             56,552,519         51,484,605
                                                                  ===============    ================
Basic and diluted weighted average shares outstanding                 68,727,959         51,484,605
                                                                  ===============    ================
</TABLE>
See accompanying condensed notes to unaudited interim consolidated
financial statements.

                                       4
<PAGE>
<TABLE>
<CAPTION>
                 CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                 Unaudited Consolidated Statements of Cash Flows
               For the Three Months Ended March 31, 2000 and 1999
                             (amounts in thousands)
                                                                          March 31,           March 31,
                                                                            2000                1999
                                                                       ---------------     ---------------
<S>                                                                    <C>                 <C>
Cash flows from operating activities:
     Net loss                                                              $ (3,451)           $ (2,769)
     Adjustments to reconcile net loss to net cash used in
        operating activities:
             Minority interest                                                   72                  53
             Depreciation and amortization                                      546                 444
             Provision (recovery) for losses on accounts receivable              -                    7
             Extinguishment of debt                                              -                   95
             Amortization of debt discount                                      434                 429
             Amortization of debt issuance costs                                 82                  23
             Options and common stock issued for services                       182                  -
             Change in operating assets and liabilities:
                  Increase in accounts receivable
                      and other receivables                                    (231)               (289)
                  Decrease (increase) in inventory                               25                 (28)
                  Increase in deposits and prepaids                            (154)                (71)
                  Increase in unearned revenues                                 130                 127
                  Decrease   in    accounts    payable   and   accrued         (766)             (1,794)
                  liabilities
                  Increase in other current liabilities                          -                   23
                                                                       ---------------     ---------------
Net cash used in operating activities                                        (3,131)             (3,750)
                                                                       ---------------     ---------------

Cash flows from investing activities:
     Purchase of license options                                               (104)                (60)
     Purchases of property and equipment                                       (297)               (545)
     Change in other assets                                                     (37)                 -
                                                                       ---------------     ---------------
Net cash used in investing activities                                          (438)               (605)
                                                                       ---------------     ---------------

Cash flows from financing activities:
     (Increase) in debt issuance costs                                           -               (1,075)
     Exercise of stock options                                                  479                  -
     Distribution of minority interests                                         (59)                 -
     Payments of long-term debt                                              (1,034)             (3,446)
     Proceeds from issuance of long-term debt                                    -               13,500
                                                                       ---------------     ---------------
Net cash (used in) provided by financing activities                            (614)              8,979
                                                                       ---------------     ---------------

Net increase (decrease) in cash                                              (4,183)              4,624
Cash at beginning of period                                                   5,603                 579
                                                                       ---------------     ---------------

Cash at end of period                                                      $  1,420             $ 5,203
                                                                       ===============     ===============
</TABLE>

See Note 6 for supplemental disclosure on non-cash investing and financing
activities. See accompanying condensed notes to unaudited interim consolidated
financial statements.

                                       5

<PAGE>

                 CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
     Condensed Notes to Unaudited Interim Consolidated Financial Statements
                                 March 31, 2000

NOTE 1 - BASIS OF PRESENTATION

The interim financial statements for the three-month period ended March 31, 2000
and March 31, 1999 have been prepared  without audit,  pursuant to the rules and
regulations of the Securities and Exchange  Commission.  Certain information and
footnote  disclosure  normally included in the financial  statements prepared in
accordance with generally accepted accounting  principles have been condensed or
omitted  pursuant to such rules and  regulations.  These condensed  consolidated
financial statements should be read in conjunction with the audited consolidated
financial statements and notes contained in our Form 10-KSB filed for the fiscal
year ended December 31, 1999.

The financial  information included herein reflects all adjustments  (consisting
only of normal recurring  adjustments)  which are, in the opinion of management,
necessary for the fair  presentation of the results of the interim periods.  The
results of operations  for the  three-month  period ended March 31, 2000 are not
necessarily indicative of the results to be expected for the full year.


NOTE 2 - DESCRIPTION OF BUSINESS

Chadmoore  Wireless Group,  Inc.,  together with its subsidiaries  (collectively
"Chadmoore" or the  "Company"),  is one of the largest holders of frequencies in
the United States in the 800 megahertz  ("MHz") band for commercial  specialized
mobile  radio  ("SMR")  service.   The  Company's   operating  territory  covers
approximately  55 million  people in 180 markets,  primarily  in  secondary  and
tertiary  cities  throughout  the United  States  ("Operating  Territory").  The
Company also entered into an Asset Acquisition Agreement ("American  Agreement")
with American Wireless Network, Inc. ("American") where the Company will acquire
16 900 Mhz wide-area licenses, comprised of ten, twenty and thirty Mhz channels,
in  seven  Metropolitan  Trading  Areas  ("MTA's").   Also  known  as  dispatch,
one-to-many,  or  push-to-talk,  Chadmoore's  commercial  SMR  service  provides
reliable,  real-time voice  communications  for companies with mobile workforces
that have a need to frequently  communicate with their entire fleet or subgroups
of their fleet.


NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

LOSS PER SHARE

The Company has applied the  provisions  of Statement  of  Financial  Accounting
Standards No. 128, Earnings Per Share ("SFAS 128"), which establishes  standards
for computing and  presenting  earnings per share.  Basic  earnings per share is
computed by dividing  income  available to common  shareholders  by the weighted
average number of common shares  outstanding for the period.  The calculation of
diluted  earnings  per share  includes  the  effect  of  dilutive  common  stock
equivalents.


REVENUE RECOGNITION

The Company  recognizes  revenue from radio dispatch and telephone  interconnect
services  based  on  monthly  access  charges  per  radio,  plus in the  case of
telephone interconnect service,  revenue is recognized based on air time charges
as used.  Revenue is also recognized from equipment  maintenance upon acceptance
by the customer of the work completed as well as from the sale of equipment when
delivered.




                                       6
<PAGE>

INTANGIBLE ASSETS

Intangible  assets  consist of FCC licenses and rights to acquire FCC  licenses,
which are  recorded at cost and are  authorized  by the  Federal  Communications
Commission ("FCC") and allow the use of certain communications frequencies.  FCC
licenses  have a  primary  term of  five or ten  years  and  are  renewable  for
additional  five-year  or ten-year  periods for a nominal  FCC  processing  fee.
Although there can be no assurance that the licenses will be renewed, Management
expects  that the  licenses  will be renewed as they  expire.  FCC  licenses are
amortized using the straight-line  method over 20 years and FCC renewal fees are
amortized using the straight-line method over 5 years. The Company evaluates the
recoverability of FCC licenses by determining whether the unamortized balance of
this asset is expected to be recovered over its remaining life through projected
undiscounted operating cash flows.


NOTE 4 - MANAGEMENT PLANS

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will  continue as a going  concern.  For the three months ended
March 31, 2000 and for the years ended  December 31, 1999 and 1998,  the Company
has  suffered  recurring  losses  from  operations  and  has a  working  capital
deficiency of $10.3 million, $7.3 million and $18.1 million, respectively,  that
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.  Management's plans in regard to these matters are described below. The
consolidated  financial  statements  do not include any  adjustments  that might
result from the outcome of this uncertainty.

During fiscal 2000,  the Company will require  additional  funding for continued
full-scale   implementation  of  its  SMR  services,   debt  service,   purchase
commitments and ongoing operating expenses.  To meet such funding  requirements,
the Company is  currently  pursuing  additional  financing  including  potential
equity and debt placements.  In the interim,  the Company  anticipates having to
secure a short-term bridge loan to cover its immediate cash needs.  There can be
no  assurances  that  the  Company  will  be  able to  successfully  obtain  the
additional  financings  currently  being  contemplated  and now  needed  for the
Company to consummate its business  plan.  Moreover,  should such  financings be
forthcoming,  there can be no assurance that the financings would be obtained on
terms as favorable as those of previous Company financings.

The failure to consummate the aforementioned  potential  financings would have a
material adverse effect on the Company.  The Company has developed a contingency
plan, which includes selling selected channels (with the permission of GATX) and
focusing solely on the 85 markets in which  full-scale  service has already been
implemented. This latter course might entail ceasing further system expansion in
such markets  (which in the  aggregate  are  generating  positive cash flow) and
reducing  corporate  staff to the minimal  level  necessary to  administer  such
markets.  The Company believes that this strategy would provide  sufficient time
and resources to raise  additional  capital in order to resume its current plan.
However,  there  can  be no  assurances  that  this  or  any  of  the  Company's
contingency plans would adequately address the aforementioned risks, or that the
Company will attain profitability,  and accordingly, the Company may not be able
to continue its  operations  and is subject to the risk of a liquidation  of its
assets or bankruptcy.


NOTE 5 - DEBT

During 1999,  pursuant to a loan facility with GATX Capital  Corporation  ("GATX
Facility'),  the Company  borrowed  $26.6 million from GATX Capital  Corporation
("GATX") leaving  approximately  $400,000 available for future borrowings at the
sole and absolute discretion of GATX, subject to substantially the same terms as
the previous  borrowings.  Loans were made at an interest rate fixed at the time
of the funding  based on five-year US Treasury  notes plus 5.5% and payable over
five-years  following  a 16 month  interest  only  period.  Quarterly  principal
payments of approximately  $1.35 million are to commence June 30, 2000. Warrants
to purchase up to


                                       7
<PAGE>

1,822,500 shares of the Company's Common Stock at an exercise price of $0.39 per
share were also issued to the Lender ("GATX Warrants"). The loan is secured by
substantially all the assets of the Company.

On June 10, 1999,  the Company  entered  into an Amendment to the GATX  Facility
("Amendment").  The Amendment,  among other things,  delayed required compliance
with certain financial  covenants,  extended the option period to make available
funds from 120 days to 150 days and amended the  collateral  value to loan ratio
from 2 to 1 to 1.5 to 1. The Company also  restated  the  exercise  price of the
GATX Warrants from $0.39 to $0.01 per share of the  Company's  Common Stock.  In
connection  with the  Amendment,  the Company  has  recognized  a debt  discount
related to the GATX Warrants of $608,350,  which represents the intrinsic value,
which is not materially  different from the fair value,  of the GATX Warrants on
the date of the Amendment.  This discount is being amortized to interest expense
using the effective interest method over the life of the loan.

The  Company  has  certain  financial  covenants  related to the GATX  Facility,
consisting of total  indebtedness  to tangible net worth ratio,  current  ratio,
average EBITDA for commercialized markets and adjusted tangible net worth. As of
March 31, 2000 the Company was not in compliance  with the current ratio and the
adjusted tangible net worth financial covenants. A waiver of these covenants was
obtained from GATX and the Company in May 2000 drew down the remaining  $400,000
of the facility under the same terms as the previous borrowing.


NOTE 6 - EQUITY TRANSACTIONS

During the first  quarter of 2000,  960,625  shares of common  stock were issued
through the exercise of employee  stock options with option prices between $0.24
and $0.51 per share.  Additional  equity  transactions are discussed in Note 7 -
Non Cash Activities.


NOTE 7 - NON CASH ACTIVITIES

During the three  months  ended March 31,  2000,  the Company had the  following
non-cash investing and financing activities: (1) issuance of 1,500,000 shares of
common stock for common stock subscribed that was outstanding as of December 31,
1999 in the amount of $304,650, (2) purchase of FCC licenses with debt, prior to
discount, in the amount of $379,598,  (3) issuance of 1,900,000 shares of common
stock in payment of debt in the amount of $506,000  and accrued  interest in the
amount of  $425,000  and (4)  issuance of 140,000  shares of stock for  services
rendered.

During the three  months  ended March 31,  1999,  the Company had the  following
non-cash and investing  activities:  (1) conversion of 20,955 shares of Series B
Preferred  into 915,932 shares of common stock and (2) issuance of 76,672 shares
of common stock for Series B Preferred dividends.

During the quarters  ended March 31, 2000 and 1999, the Company paid no cash for
Federal  income taxes.  For the three months ended March 31, 2000 and 1999,  the
Company paid $761,000 and $56.000, respectively, for interest.


NOTE 8- PURCHASE COMMITMENT

In October  1996,  the  Company  signed a purchase  agreement  with  Motorola to
purchase  approximately $10 million of Motorola radio communications  equipment,
including  Motorola Smartnet II trunked radio systems.  Such purchase  agreement
required that the equipment be purchased within 30 months of its effective date.
On March 10, 1998, the effective period of the Motorola  purchase  agreement was
extended  from 30 months to 42 months.  As of March 31,  2000,  the  Company had
purchased approximately $6.5 million toward this purchase commitment.  On May 4,
2000,  an  amendment  to the  purchase  agreement  was  executed  extending  the
expiration date of the agreement to July 26, 2001 while increasing the remaining
amount of purchases to a minimum of $4 million.




                                       8
<PAGE>

NOTE 9- RELATED PARTY TRANSACTIONS


During the three months ended March 31, 2000 and 1999,  the Company paid $28,525
and $878,573,  respectively to Private Equity Partners ("PEP"), for professional
services  associated  with  equity  and debt  financings.  Mark F.  Sullivan,  a
Director of the Company, is an owner and managing partner of PEP.

On March 6, 2000,  the Company  issued  105,000  shares of the Company's  Common
Stock to the Sullivan  Family Trust,  of which Mark F. Sullivan and his wife are
the only trustees.

On May 1, 1998,  the Company and  Recovery  entered  into an advisory  agreement
commencing  on May 1, 1998 and  ending on the fifth  anniversary.  The  advisory
agreement  stipulates  that  Recovery  shall  devote such time and effort to the
performance of providing  consulting and  management  advisory  services for the
Company  as  deemed  necessary  by  Recovery.  The  Company  shall pay an annual
consulting  fee of  $312,500  beginning  on May 1, 1999  which  shall be paid in
advance,  in equal  monthly  installments,  reduced  by the  Series C  Preferred
dividends paid in the preceding  twelve months.  Jeffrey A. Lipkin and Joseph J.
Finn-Egan, managing partners for Recovery, are Directors of the Company.


NOTE 10 - SUBSEQUENT EVENTS

During April 2000, the Company issued 487,678 shares of the Company's restricted
Common Stock, which represented the final payment on a non-interest bearing note
payable which matured in August 1998.

On May 15, 2000,  the Company drew down the final  $400,000  that was  available
under the GATX  Facility  with the same terms as previous  borrowings  under the
GATX Facility.









                                       9
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
PLAN OF OPERATION

The  following is a  discussion  of the  consolidated  financial  condition  and
results of  operations  of Chadmoore  Wireless  Group,  Inc.,  together with its
subsidiaries  (collectively "Chadmoore" or the "Company"),  for the three months
ended March 31, 2000  compared to the three months  ended March 31,  1999.  This
discussion  should be read in  conjunction  with the Company's  annual report on
Form 10-KSB for the year ended December 31, 1999 (the "1999 Form 10-KSB").

Statements  contained herein that are not historical  facts are  forward-looking
statements as that term is defined by the Private  Securities  Litigation Reform
Act of 1995.  Although the Company believes that the  expectations  reflected in
such forward-looking  statements are reasonable,  the forward-looking statements
are subject to risks and uncertainties that could cause actual results to differ
from those projected.  The Company cautions  investors that any  forward-looking
statements made by the Company are not guarantees of future performance and that
actual  results  may  differ  materially  from  those  in  the   forward-looking
statements.   Such  risks  and  uncertainties   include,   without   limitation,
fluctuations in demand, loss of subscribers, the quality and price of similar or
comparable wireless communications  services,  well-established  competitors who
have substantially  greater financial resources and longer operating  histories,
regulatory  delays or denials,  ability to complete  intended  market  roll-out,
access  to  sources  of  capital,  adverse  results  in  pending  or  threatened
litigation,  consequences of actions by the FCC, and general economics.  See the
Company's 1999 Form 10-KSB.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THE THREE MONTHS ENDED
MARCH 31, 1999

Total revenues increased 38.5% to $1.8 million during the first quarter of 2000,
from $1.3 million in the same period in 1999.  Service revenues increased 60.0%,
to $1.6 million during the first quarter of 2000 as compared to $1.0 million for
the comparable period in 1999.  Equipment sales and maintenance  remained stable
at $200,000 for the three months ended March 31, 2000 and 1999, respectively.

Consistent  with the Company's  business plan to focus on recurring  revenues by
selling its services through independent dealers  supplemented by its own direct
sales force, subscribers generating revenue increased to over 41,000 units as of
March 31, 2000 as compared to approximately 31,600 subscriber units at March 31,
1999,  an  increase  of  approximately  9,400  units or 29.8%.  The  increase is
primarily due to full-scale  implementation of service in new markets as well as
continued  growth in  existing  markets.  Average  pricing per  subscriber  unit
remained comparable during both periods.

Cost of service  revenue for the three  months ended March 31, 2000 was $400,000
compared  to $300,000  for the same  period in 1999,  an increase of $100,000 or
33.3 percent.  The increase is primarily  attributable to additional  commercial
markets  being  operational  during the first quarter of 2000 as compared to the
comparable  period  in  1999,  as well as the  marginal  costs  associated  with
increased  capacity in the Company's  existing markets.  Cost of equipment sales
and  maintenance  revenue was  $100,000  for the first three  months of 2000 and
1999, respectively.

Gross  margin for the first  quarter of 2000 was 70.3% as  compared to 66.7% for
the first quarter of 1999,  primarily  reflecting  period over period subscriber
growth in markets established during the first quarter of 1999.

Selling,  general and administrative  expenses increased to $2.8 million for the
three months  ended March 31, 2000  compared to $2.3 million for the same period
in 1999, an increase of $500,000 or 21.7%. Salaries,  wages and benefits expense
(a component of selling,  general and administrative expenses) increased to $1.2
million for the three months ended March 31, 2000,  compared to $900,000 for the
three  months ended March 31,  1999,  an


                                       10
<PAGE>

increase of $300,000 or 33.3%. Much of this increase is related to personnel
additions in operational areas and direct sales, made in connection with the
Company's transition from aggregating SMR spectrum to constructing, marketing
and rolling out commercial SMR service. Excluding salaries, wages and benefits,
other selling, general and administrative expenses increased by $200,000 or
16.1% compared to the prior year, primarily due to increases in advertising and
marketing expenses, which corresponds to period over period revenue growth, and
travel, entertainment and communications expenses as a result of the Company
establishing its own direct sales force during the latter part of 1999.

Depreciation  and  amortization  expense  increased  to  $500,000  for the first
quarter of 2000  compared to $400,000 in the first  quarter of 1999, an increase
of  $100,000  or  25.0%,   reflecting  additional  licenses  and  infrastructure
equipment placed in service during the last twelve months of operations.

Interest expense,  net of interest income,  increased  $634,000 or 105%, to $1.2
million  for the first  quarter of 2000 as  compared  to  $605,000  for the same
period  in  1999,  reflecting  higher  debt  balances  associated  with the GATX
Facility.

During the three  months  ended March 31, 1999 the Company had an  extraordinary
loss of $0.2  million.  This  charge  was due to the write off of debt  issuance
costs and prepayment penalties associated with the prepayment and termination of
the MarCap and Motorola facilities.

The  Company's  net loss  increased  to $3.4  million for the three months ended
March 31, 2000 compared to $2.8 million for the same period in 1999, an increase
of  $600,000  or 21.4%,  as  expenses  increased  in all  categories  reflecting
increased subscriber system usage, additional personnel, increased marketing and
sales  activities  in  new  and  existing  markets  and  higher  interest  costs
associated with the GATX Facility.

Loss per share for the three months  ended March 31, 2000 was $0.05,  on a fully
diluted basis,  compared to a loss of $0.06 for the three months ended March 31,
1999.  The  extraordinary  item in 1999 did not have an  impact  on the loss per
share.

LIQUIDITY AND CAPITAL RESOURCES

Historically,  operating expenses and capital  expenditures  associated with the
development  and  enhancement of the Company's SMR network have more than offset
operating revenues. Operating expenses, debt service obligations and anticipated
capital  expenditures are expected to continue to exceed operating  revenues for
the next several  years.  The Company's  auditors  have included an  explanatory
paragraph in their opinion which expresses substantial doubt about the Company's
ability to continue as a going concern for the years ended December 31, 1999 and
1998. The Company has  consistently  used external  sources of funds,  primarily
from  equity  issuances  and  debt  financings,  to  fund  operations,   capital
expenditures  and other  non-operating  needs.  The Company  intends to continue
using  external  sources of funds,  as its  existing  cash and  earnings  before
interest,  taxes,  depreciation  and  amortization  are not  sufficient to cover
existing and currently anticipated future needs.

Net cash used in operating  activities during the first quarter of 2000 was $3.1
million  as  compared  to $3.7  million  for the  comparable  period in 1999,  a
decrease  of  $600,000  or 16.3%.  The  decrease  in net cash used in  operating
activities  consisted  primarily of a $800,000 reduction in accounts payable and
accrued  liabilities  during the first  quarter of 1999 as compared to the first
quarter of 2000,  which was  partially  offset by an increase of $652,000 in the
Company's net loss for the first  quarter of 2000 as compared to the  comparable
period in 1999. The decrease in net cash used in operating  activities primarily
reflects the payment of vendor  payables  subsequent to the initial  drawdown of
$13.5 million under the GATX Facility in March 1999.

Net cash used in investing  activities  decreased  to $438,000  during the first
quarter of 2000 as compared to $605,000 for the first  quarter of 1999.  Capital
expenditures  to fund the  Company's  expansion  of its SMR network  declined by
$248,000  for the first  three  months of 2000 as compared to the same period in
1999,  reflecting  the launching of new markets during the first quarter of 1999
and the availability of funds under the newly completed GATX Facility. The level
of capital  expenditures  for the first  quarter of 2000 is not  expected  to be
indicative of


                                       11
<PAGE>

capital spending for the remainder of the fiscal year. Subject to the completion
of new financing, the Company expects to increase its rate of capital
expenditures for infrastructure equipment.

Net cash used in financing  activities  was $614,000 for the quarter ended March
31,  2000,  as  compared  to $9.0  million  in net cash  provided  by  financing
activities  for the quarter  ended March 31, 1999.  During the first  quarter of
1999,  the Company  received  proceeds of $13.5 million under the GATX Facility,
which was offset in part by the  repayment of $3.4 million in long term debt and
$1.1 million in debt issuance costs.

It is  anticipated  that over the next several  years,  the Company will utilize
significant  amounts of available cash flow for capital  expenditures to develop
and enhance its SMR  network,  operating  expenses  relating to its SMR network,
debt service requirements,  and other general corporate expenditures,  including
potential  acquisition of spectrum from third parties.  The Company  anticipates
that its cash needs for capital  expenditures  and operations  through 2000 will
substantially exceed its service revenues.

Net cash from operating  activities will not be sufficient to fund the Company's
continued development and enhancement of its SMR network,  service its long-term
debt or fund its  ongoing  operations.  To meet  these  cash  requirements,  the
Company is currently pursuing a potential equity or debt placement. There can be
no  assurances  that the Company will be successful in its endeavors to complete
the financing currently being considered. At present, the Company has no legally
binding  commitments or understandings with any third parties to fund any amount
of  equity  or  debt  financing.  The  Company's  ability  to  incur  additional
indebtedness is and will be limited by the terms of its existing GATX Facility.

The failure to complete the  aforementioned  potential  financings  would have a
material adverse effect on the Company.  The Company has developed a contingency
plan, which includes selling selected channels (with the permission of GATX) and
focusing solely on the 85 markets in which  full-scale  service has already been
implemented. This latter course might entail ceasing further system expansion in
such markets  (which in the  aggregate  are  generating  positive cash flow) and
reducing  corporate  staff to the minimal  level  necessary to  administer  such
markets.  The Company believes that this strategy would provide  sufficient time
and resources to raise  additional  capital in order to resume its current plan.
However,  there  can  be no  assurances  that  this  or  any  of  the  Company's
contingency plans would adequately address the aforementioned risks, or that the
Company will attain profitability.  Accordingly,  the Company may not be able to
continue  its  operations  and is  subject to the risk of a  liquidation  of its
assets or bankruptcy.

ITEM 2A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of March 31,  2000 all the  Company's  long term debt  bears  fixed  interest
rates,  however,  the fair market  value of this debt is sensitive to changes in
prevailing  interest  rates.  The Company  runs the risk that market  rates will
decline and the required  payments will exceed those based on the current market
rate.  The Company does not use interest rate  derivative  instruments to manage
its exposure to interest rate changes.









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PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

A - GOODMAN CHAN PROCEEDINGS

Nationwide Digital Data Corp. and Metropolitan Communications Corp. among others
(collectively,  "NDD/Metropolitan"),  traded in the  selling of SMR  application
preparation and filing services, and in some instances, construction services to
the general  public.  Most of the purchasers in these services had minimal or no
experience  in the  wireless  communications  industry.  Based on evidence  that
NDD/Metropolitan had not fulfilled their construction and operation  obligations
to over 4,000 applicants who had received FCC licenses through NDD/Metropolitan,
the Federal  Trade  Commission  ("FTC") filed suit against  NDD/Metropolitan  in
January,  1993, in the Federal  District Court for the Southern  District of New
York ("District  Court").  The District Court  appointed  Daniel R. Goodman (the
"Receiver")  to preserve  the assets of  NDD/Metropolitan.  In the course of the
Receiver's  duties,  he  together  with a licensee,  Dr.  Robert  Chan,  who had
received several FCC licenses through NDD/Metropolitan's  services, filed a rule
waiver  request  seeking  extension  of the  construction  period  for  each  of
approximately  4,000  SMR  stations.  At  that  time,  licensees  of most of the
stations included in the waiver request  ("Receivership  Stations") were subject
to an  eight-month  construction  period.  On May 24, 1995,  the FCC granted the
request for  extension.  The FCC reasoned  that the  Receivership  Stations were
subject to regulation as commercial mobile radio services stations,  but had not
been granted the extended  construction  period previously awarded by the FCC to
all  commercial  mobile  radio  services  licensees.  Thus,  in an  effort to be
consistent in its treatment of similarly situated licensees, the FCC granted the
licensee  petitioners an additional  four months in which to construct and place
the  Receivership  Stations  in  operation  (the  "Goodman/Chan   Waiver").  The
Goodman/Chan Waiver became effective upon publication in the Federal Register on
August  27,  1998.  Moreover,  the FCC  released a list on October 9, 1998 which
purported to clarify the status of relief  eligibility  for licenses  subject to
the August 27, 1998  decision.  Subsequently  the FCC also  released a purported
final list of the Receivership Stations.

On the  basis of a  previous  request  for  assistance  to the  FCC's  Licensing
Division by the  Company,  the FCC  examined  and marked a list  provided by the
Company.  The FCC's  markup  indicated  those  stations  held by the  Company or
subject to  management  and option  agreements  with the Company,  which the FCC
considered to be, at that time, Receivership Stations and/or stations considered
"similarly  situated" and thus eligible for an extension of construction waiver.
From this  communication,  the Company  believes that  approximately  800 of the
licenses that it owns or manages are Receivership Stations or otherwise entitled
to relief as "similarly situated" licensees.  For its own licenses and under the
direction of each  licensee for managed  stations,  the Company  proceeded  with
timely  construction of those stations which the Company reasonably  believes to
be Receivership  Stations or otherwise  entitled to relief. The Company received
relief on approximately 150 licenses under the Goodman/Chan proceedings and from
the official communication from the FCC, the Company believes that approximately
650 licenses  should be eligible  for relief as  "similarly  situated".  Initial
review of the Commission's  Goodman/Chan Order indicated a potentially favorable
outcome  for the  Company as it  pointed to a grant of relief for a  significant
number of the Company's owned and/or managed  licenses which were subject to the
outcome of the Goodman/Chan decision. However, on October 9, 1998 a release from
the  offices  of  the  Commercial   Wireless  Division  of  the  FCC's  Wireless
Telecommunication  Bureau  announced that because of a technicality  relating to
the actual filing dates of the construction  deadline waiver requests by certain
of the subject  licensees,  some licenses which the FCC staff earlier had stated
would be eligible for  construction  extension  waivers due to the similarity of
circumstances between those licensees and the Goodman/Chan licensees,  would not
actually be granted final construction  waivers. The Commission has subsequently
begun a process of deleting  certain of the Company's  licenses in this category
from its  official  licensing  database.  Prior to the release of the October 9,
1998, Public Notice,  the Company  constructed and placed into operation certain
licenses from this category based on  information  received from the FCC and the
Receiver.  The Company is in the process of  determining  which licenses have in
fact been deleted;  however,  due to the continuing  disparity between the FCC's
lists  and its  subsequent  treatment  of  such  lists  as  well  as  continuing
modification  of the FCC's  license  database,  the Company is  uncertain  as to
which, if any, will remain deleted under the FCC's current procedures.

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<PAGE>
In response, on November 9, 1998, Chadmoore filed a Petition for Reconsideration
at the FCC seeking reversal of the action  announced in the Commercial  Wireless
Division Public Notice.  The Company asked that the relief be reinstated for its
impacted licenses.  Moreover,  on February 1, 1999, the Company,  in conjunction
with other aggrieved  parties,  filed a petition with the United States Court of
Appeals  for the  District  of Columbia  Circuit  seeking  reversal of the FCC's
decision  and a remand of the  decision  to the FCC with  instructions  from the
court to reinstate  the  licenses  for which  relief had been  denied.  Argument
before the court was held on May 4, 1999.  The petitions of the Receiver and all
"similarly  situated"  parties  were  consolidated  into a single  briefing  and
argument  before  the court.  In an  opinion  issued  July 15,  1999,  the court
dismissed all the petitions filed by the Goodman/Chan licensees. The court noted
in its opinion that the receiver did not have  standing to seek relief on behalf
of the licensees and the  similarly  situated  parties had filed their appeal at
the FCC in an untimely manner.  Thus,  rather than hearing the merits underlying
the case, the judges dismissed the petitions on procedural grounds.

The dismissal of the Petitions, while a problem for the other parties before the
court,  appears not to be a bar to the Company's  efforts to seek relief in this
instance,  but simply  requires that the Company await the FCC's final action in
this matter. In reviewing the Court's opinion, the Company's Management believes
that the court has left open the possibility of a rehearing on the merits should
the FCC fail to ultimately  grant relief to the Company.  Thus, as Chadmoore was
the only  party  before  the  court  which had  timely  filed  such a  petition,
Management  believes  the  potential  for a  rehearing  on the  merits  would be
applicable  only to  Chadmoore  should  the FCC  not act  affirmatively  in this
matter.

On November  9, 1999 the FCC's  Commercial  Wireless  Division  Chief  entered a
decision  denying  Chadmoore's  Petition for  Reconsideration.  This staff level
opinion is not binding upon the Commission, and the Company has a legal right to
seek an internal FCC review through application to the Commission, as well as an
ultimate  right to seek  redress in the United  States  Court of Appeals for the
District of Columbia Circuit.  Thus, on December 9, 1999 the Company filed, with
the full  commission,  an  application  for review of the staff  decision.  This
application  remains pending at the Commission,  and the Company is taking steps
with  decision  makers in  Washington  D.C.  in an effort to obtain  affirmative
relief. However, should such efforts not prove fruitful, Management believes the
way is clear for a hearing on the merits of the case in the United  States Court
of  Appeals  for  the  District  of  Columbia  Circuit.  Due to the  uncertainty
surrounding  both the FCC's  administrative  process in managing  review of this
matter and the docket calendar of the court,  it is not possible,  at this time,
for Management to predict, with any reasonable level of reliability, a timetable
for when action on these pending matters will be concluded. Approximately 650 of
those licenses  purchased by or under option and management  agreements with the
Company  are among those which the FCC  initially  has refused to afford  relief
pursuant to the Commercial  Wireless  Division's October 9, 1998, Public Notice.
Thus, it is  reasonably  possible (as defined by Financial  Accounting  Standard
Board  No.5)  that  the  Company's  owned  and/or  managed  licenses  which  are
encompassed  within the denial of relief  pursuant to the October 9, 1998 Public
Notice,  could be permanently canceled by the FCC for failure to comply with its
construction  requirements.  If these licenses are in fact cancelled by the FCC,
it would  result  in the loss of  licenses  with a book  value of  approximately
$6,200,000 and the loss of certain subscribers to the Company's services,  which
could result in a material adverse effect on the Company's financial  condition,
results of operations  and  liquidity and could result in possible  fines and/or
forfeitures levied by the FCC. The Company has prepared these estimates based on
the best information available at the time of this filing. Once again, there has
been no list  published by the FCC in this matter which the Company feels it may
rely upon. Therefore, the Company has pursued the above-described  litigation to
clarify this matter.  Based on the preceding,  no provision has been made in the
accompanying consolidated financial statements.

Pursuant to the FCC's general jurisdiction over  telecommunications  activities,
the Company is involved in pending matters before the FCC, which could result in
rule  changes  of  general  applicability  and which may  ultimately  affect the
Company's operations.

B. OTHER LEGAL PROCEEDINGS

The  Company is  involved  in various  claims and legal  actions  arising in the
ordinary  course  of  business.  In the  opinion  of  Management,  the  ultimate
disposition  of these  matters  will not have a material  adverse  effect on the
Company's consolidated financial position, results of operations or liquidity.
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<PAGE>

                                   SIGNATURES

In accordance  with Section 13 or 15(d) of the Exchange Act, the  registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                      Chadmoore Wireless Group, Inc.

                                     By: /s/ Stephen K. Radusch
                                         ----------------------
                                         Stephen K. Radusch
                                         Chief Financial and Accounting Officer

                                      Date: May 22, 2000