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 NOVEMBER 8, 1999 ISSUER HAD 40,593,024 SHARES OF COMMON  STOCK,  $.001 PAR
VALUE, OUTSTANDING.


TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE):  Yes [  ] No [X]
<PAGE>
<TABLE>


                                                            INDEX

<S>                                                                                                                   <C>
       PART I - FINANCIAL INFORMATION                                                                                  PAGE

       ITEM 1.  INTERIM FINANCIAL STATEMENTS - Unaudited

                         Consolidated Balance Sheets as of September 30, 1999 and December 31, 1998                     3

                         Consolidated Statements of Operations for the nine months ended September 30, 1999 and 1998    4

                         Consolidated  Statements  of Operations  for the three months ended  September 30, 1999 and    5
       1998

                         Consolidated Statements of Redeemable Preferred Stock and Shareholders' Equity for the
                                                          nine months ended September 30, 1999                          6

                         Consolidated Statements of Cash Flows for nine months ended September 30, 1999 and 1998        7

                         Condensed Notes to Interim Consolidated Financial Statements                                  8-15

       ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS                    16-20

       PART II - OTHER INFORMATION

       ITEM 1.  LEGAL PROCEEDINGS                                                                                     21-23

       ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS                                                               24

       ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                                                                         24

       ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS                                                   24

       ITEM 5.  OTHER INFORMATION                                                                                       24

       ITEM 6.  EXHIBITS AND CURRENT REPORTS ON FORM 8-K                                                                24

       SIGNATURES                                                                                                       28

</TABLE>
<PAGE>
<TABLE>
                                       CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                                                 Consolidated Balance Sheets
                                          September 30, 1999 and December 31, 1998
                                                                                          September 30,          December 31,
                                                                                              1999                   1998
                                                                                           (Unaudited)
                                                                                      --------------------   --------------------
<S>                                                                                          <C>                     <C>
                                                            ASSETS
Current assets:
      Cash                                                                                   $  3,759,991            $   578,677

      Accounts  receivable, less allowance for doubtful accounts of $18,525 and $113,000        1,011,804                582,817

      Other receivables, less allowance for doubtful accounts of $133,639 and $133,639            129,528                136,288

      Inventory                                                                                   216,742                169,520

      Deposits and prepaids                                                                       164,437                134,228
                                                                                      --------------------   --------------------
                Total current assets                                                            5,282,502              1,601,530

Property and equipment, net                                                                    14,508,240             12,681,753

Intangible assets, net                                                                         40,205,079             41,118,012

Other assets, net                                                                               1,448,246                119,166
                                                                                      --------------------   --------------------
                Total assets                                                                 $ 61,444,067          $  55,520,461
                                                                                      ====================   ====================
                          LIABILITIES, REDEEMABLE PREFERRED STOCK AND SHAREHOLDERS' EQUITY
Current liabilities:
      Current maturities of long-term debt                                                   $  9,194,320           $  8,255,174

      Accounts payable and accrued liabilities                                                  2,710,818              6,807,158

      License  option  commission  payable  -  current                                          1,573,783              3,412,000

      Unearned revenue                                                                            777,039                506,056

      Other current liabilities                                                                   711,039                707,039
                                                                                      --------------------   --------------------
                Total current liabilities                                                      14.966,999             19,687,427

Long-term debt                                                                                 24,553,168              8,152,589

License option commission payable - non-current                                                   974,981                      -
                                                                                      --------------------   --------------------
                Total liabilities                                                              40,495,148             27,840,016

Minority interests                                                                                643,709                533,690

Commitments and contingencies Redeemable preferred stock:
      Series C, 4% cumulative, 10,119,614 shares issued and outstanding                         1,319,499                974,995

Shareholders' equity:
      Preferred stock, $.001 par value, authorized 40,000,000 shares:
        Series B 219,000 shares issued and 263 and 21,218 shares outstanding                            -                     21

      Common stock, $.001 par value, authorized 100,000,000 shares,
        40,593,024 and 36,504,324 shares issued and outstanding                                    40,593                 36,504

      Additional paid-in capital                                                               68,172,887
                                                                                                                      66,856,832
      Accumulated deficit                                                                     (49,227,769)           (40,721,597)
                                                                                      --------------------   --------------------
                Total shareholders' equity                                                     18,985,711             26,171,760
                                                                                      --------------------   --------------------
                Total liabilities, redeemable preferred
                  stock and shareholders' equity                                             $ 61,444,067          $  55,520,461
                                                                                      ====================   ====================
                   See accompanying condensed notes to unaudited interim consolidated financial statements
                                                            3
</TABLE>
<PAGE>
<TABLE>
                                       CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                                             Unaudited Consolidated Statements of
                                             Operations For the nine months ended
                                                  September 30, 1999 and 1998
                                                                               September 30,                September 30,
                                                                                    1999                        1998

                                                                          -------------------------    ------------------------
<S>                                                                       <C>                          <C>
Revenues:
        Service revenue                                                             $    3,607,315           $       1,504,684
        Equipment sales and maintenance
                                                                                           774,511                     635,930
                                                                          -------------------------    ------------------------
                                                                                         4,381,826                   2,140,614
                                                                          -------------------------    ------------------------
Operating expenses:
        Cost of service revenue                                                            970,356                     352,212
        Cost of equipment sales and maintenance                                            445,597                     352,726
        General and administrative                                                       7,265,738                   5,208,860
        Depreciation and amortization                                                    1,454,125                     830,558
                                                                          -------------------------    ------------------------
                                                                                        10,135,816                   6,744,356
                                                                          -------------------------    ------------------------
Loss from operations                                                                   (5,753,990)                 (4,603,742)
                                                                          -------------------------    ------------------------

Other (expense):
        Minority interest in earnings                                                    (178,682)                    (69,543)
        Interest expense, net                                                          (2,378,533)                 (1,212,795)
        Standstill agreement expense                                                             -                   (182,914)
                                                                          -------------------------    ------------------------
                                                                                       (2,557,215)                 (1,465,252)
                                                                          -------------------------    ------------------------
Net loss before extraordinary item                                                     (8,311,205)                 (6,068,994)

Extraordinary loss on early extinguishment of debt                                       (194,967)                           -
                                                                          -------------------------    ------------------------
Net loss                                                                          $    (8,506,172)           $     (6,068,994)

Series B preferred stock dividend                                                         (17,578)                   (131,503)
Series C redeemable preferred stock dividend and accretion                               (344,504)                   (109,179)
                                                                          -------------------------    ------------------------
Loss applicable to common shareholders                                            $    (8,868,254)           $     (6,309,676)
                                                                          =========================    ========================

Per share of Common Stock:
Net loss per share before extraordinary item                                                (0.15)                      (0.16)
Extraordinary loss per share on early extinguishment
        of debt                                                                             (0.00)                           -
                                                                          -------------------------    ------------------------
Net loss per share                                                                  $       (0.15)             $        (0.16)
                                                                          =========================    ========================
Series B preferred stock dividend per share                                                 (0.00)                      (0.00)

Series C redeemable preferred stock dividend and accretion per share                        (0.01)                      (0.00)
                                                                          -------------------------    ------------------------
Basic and diluted loss per share of Common Stock                                    $       (0.16)             $        (0.16)
                                                                          =========================    ========================
Basic and diluted weighted average shares outstanding                                   54,109,313                  38,320,832
                                                                          =========================    ========================

                   See accompanying condensed notes to unaudited interim consolidated financial statements
</TABLE>
                                                       4
<PAGE>
<TABLE>
                                       CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                                             Unaudited Consolidated Statements of
                                             Operations For the three months ended
                                                  September 30, 1999 and 1998


                                                                               September 30,                September 30,
                                                                                    1999                        1998

                                                                          -------------------------    ------------------------
<S>                                                                       <C>                          <C>
Revenues:
        Service revenue                                                             $    1,357,283             $       635,324
        Equipment sales and maintenance
                                                                                           239,403                     257,667
                                                                          -------------------------    ------------------------
                                                                                         1,596,686                     892,991
                                                                          -------------------------    ------------------------
Operating expenses:
        Cost of service revenue                                                            356,870                     164,347
        Cost of equipment sales and maintenance                                            123,956                     138,886
        General and administrative                                                       2,499,784                   2,160,587
        Depreciation and amortization                                                      513,935                     357,186
                                                                          -------------------------    ------------------------
                                                                                         3,494,545                   2,821,006
                                                                          -------------------------    ------------------------
Loss from operations                                                                   (1,897,859)                 (1,928,015)
                                                                          -------------------------    ------------------------

Other (expense):
        Minority interest in earnings                                                     (59,898)                    (34,946)
        Interest expense, net                                                            (969,982)                   (399,607)
                                                                          -------------------------    ------------------------

                                                                                       (1,029,880)                   (434,553)
                                                                          -------------------------    ------------------------
Net loss                                                                               (2,927,739)                 (2,362,568)

Series B preferred stock dividend                                                                -                    (48,147)
Series C redeemable preferred stock dividend and accretion                                (95,255)                    (66,992)
                                                                          -------------------------    ------------------------
Loss applicable to common shareholders                                            $    (3,022,994)           $     (2,477,707)
                                                                          =========================    ========================

Per share of Common Stock:
Net loss per share                                                                          (0.05)                      (0.05)
Series B preferred stock dividend per share                                                      -                      (0.00)
Series C redeemable preferred stock dividend and accretion per share                        (0.00)                      (0.00)
                                                                          -------------------------    ------------------------
Basic and diluted loss per share of Common Stock                                    $       (0.05)             $        (0.05)
                                                                          =========================    ========================
Basic and diluted weighted average shares outstanding                                  57,360,994                  50,429,994
                                                                          =========================    ========================

                   See accompanying condensed notes to unaudited interim consolidated financial statements
</TABLE>

                                                       5
<PAGE>
<TABLE>

                                       CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                  Unaudited Consolidated Statements of Redeemable Preferred Stock and Shareholders' Equity
                                        For the nine months ended September 30, 1999

                                    Series C Redeemable  Series B Preferred
                                       Preferred Stock        Stock
                                                                             Common Stock   Additional                     Total
                                    Outstanding            Outstanding       Outstanding      Paid-In    Accumulated  Shareholders'
                                      Shares     Amount   Shares  Amount   Shares    Amount   Capital      Deficit        Equity
                                    ---------- ---------- ------- ------ ---------- ------- ----------- ------------- -------------

<S>                                 <C>        <C>         <C>    <C>    <C>        <C>     <C>          <C>            <C>
Balance at December 31, 1998        10,119,614 $ 974,995   21,218 $   21 36,504,324 $36,504 $66,856,832  $(40,721,597)  26,171,760

Issuance of Common Stock:
 Conversion of Series B preferred stock      -         -  (20,955)   (21)   915,932     916        (895)            -            -
 Series B preferred stock dividends          -         -        -      -     76,672      77         (77)            -            -
 Payment of debt                             -         -        -      -  1,871,096   1,871     914,966             -      916,837

Discount on long-term debt                   -         -        -      -          -       -     608,350             -      608,350
Settlement of license dispute                                               525,000     525     138,915                    139,440
Conversion of subsidiary's stock                                            700,000     700        (700)
Series C redeemable preferred stock
 dividends and accretion                     -   344,504        -      -          -       -    (344,504)            -     (344,504)
Net loss
                                             -         -        -      -          -       -                (8,506,172)  (8,506,172)

                                    ========== ========== ======= ====== ========== ======= =========== =============  ===========
Balance at September 30, 1999       10,119,614 $1,319,499     263 $    - 40,593,024 $40,593 $68,172,887 $ (49,227,769) $18,985,711
                                    ========== ========== ======= ====== ========== ======= =========== =============  ===========


                   See accompanying condensed notes to unaudited interim consolidated financial statements
</TABLE>
                                                               6
<PAGE>
<TABLE>
                                       CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                                          Unaudited Consolidated Statements of Cash
                                  Flows For the nine months ended September 30, 1999 and 1998


                                                                           September 30,             September 30,
                                                                               1999                      1998

                                                                       ----------------------    ----------------------
<S>                                                                    <C>                       <C>
Cash flows from operating activities:
     Net loss                                                                 $  (8,506,172)            $  (6,068,994)
     Adjustments to reconcile net loss to net cash used in
        operating activities:
             Minority interest                                                       178,682                    69,543
             Depreciation and amortization                                         1,454,125                   830,558
             Standstill agreement                                                          -                   182,914
             Settlement of license dispute                                           139,440                         -
             Extinguishment of debt                                                   94,847                         -
             Amortization of debt discount                                         1,297,752                   849,968
             Stock issued to employees                                                     -                     7,710
             Amortization of debt issuance costs                                     125,656                         -
             Options issued for services                                                   -                    15,040
             Change in operating assets and liabilities:
                  (Increase) in accounts receivable
                     and other receivables                                         (416,838)                 (204,491)
                  (Increase) in inventory                                           (47,222)                  (47,346)
                  (Increase) in deposits and prepaids                               (30,209)                  (58,322)
                  Increase in unearned revenues                                      270,980                   288,785
                  Increase (decrease) in accounts payable and
                      accrued liabilities                                        (2,723,342)                 1,027,071
                  Increase in other current liabilities                                4,000                 1,101,776
                                                                       ----------------------    ----------------------
Net cash used in operating activities                                            (8,158,301)               (2,005,788)
                                                                       ----------------------    ----------------------

Cash flows used in investing activities:
     Purchase of FCC licenses and rights to acquire licenses                       (134,332)                 (195,124)
     Purchases of property and equipment                                         (2,956,724)               (4,440,894)
                                                                       ----------------------    ----------------------
Net cash used in investing activities                                            (3,091,056)               (4,636,018)
                                                                       ----------------------    ----------------------

Cash flows from financing activities:
     Proceeds from issuance of securities                                                  -                 7,500,000
     (Increase) in debt issuance costs                                           (1,549,583)                 (144,852)
     Equity issuance costs                                                                 -                 (705,000)
     Payments of minority interest                                                  (74,049)                         -
     Payments of long-term debt                                                  (4,945,697)               (1,435,225)
     Proceeds from issuance of long-term debt                                     21,000,000                 1,982,351
                                                                       ----------------------    ----------------------

Net cash provided by financing activities                                         14,430,671                 7,197,274
                                                                       ----------------------    ----------------------

Net increase in cash                                                               3,181,314                   555,468
Cash at beginning of period                                                          578,677                   959,390
                                                                       ----------------------    ----------------------

Cash at end of period                                                           $  3,759,991             $   1,514,858
                                                                       ======================    ======================

                   See Note 10 for supplemental disclosure on non-cash investing and financing activities
                   See accompanying condensed notes to unaudited interim consolidated financial statements

</TABLE>
                                                               7
<PAGE>
                 CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
     Condensed Notes to Unaudited Interim Consolidated Financial Statements
                               September 30, 1999


(1)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The interim consolidated  financial statements of Chadmoore Wireless Group, Inc.
and  subsidiaries  (collectively  "Chadmoore" or the "Company")  included herein
have been  prepared  by the  Company  without  audit,  pursuant to the rules and
regulations of the Securities and Exchange  Commission  (the  "Commission")  and
reflect all adjustments that are, in the opinion of management,  necessary for a
fair  statement  of the results for the interim  period.  Additionally,  certain
prior period amounts have been reclassified to conform to 1999 presentation.

These  interim  financial  statements  should  be read in  conjunction  with the
financial  statements and notes thereto contained in the Company's Annual Report
on Form 10-KSB for the year ended  December  31, 1998 (the "1998 Form  10-KSB").
Operating  results for the interim  periods are not  necessarily  indicative  of
results for an entire year.

DESCRIPTION OF BUSINESS

The Company is one of the largest holders of frequencies in the United States in
the 800 megahertz 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.  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.

CONCENTRATION OF RISK

The Company is a party to an equipment  purchase agreement with Motorola and for
the foreseeable future the Company expects that it will need to rely on Motorola
for the manufacturing of certain  equipment  necessary to construct and make its
network operational.

 (2)     MANAGEMENT PLANS

The Company's  Independant  Accountant's  report for the year ended December 31,
1998 includes an explanatory  paragraph which expresses  substantial doubt about
the Company's ability to continue as a going concern. The accompanying unaudited
interim  consolidated  financial statements have been prepared assuming that the
Company will  continue as a going  concern.  The Company has suffered  recurring
losses from operations and has a working  capital  deficiency of $9,684,497 that
raises  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
interim  consolidated  financial  statements do not include any adjustments that
might result from the outcome of this uncertainty.

The  Company  believes  that  during the next  twelve  months it will  require a
significant amount of capital for full-scale implementation of its SMR services,
ongoing operating expenses and debt service.  To meet such funding  requirements
the Company  anticipates  obtaining  additional  funding  including the possible
funding of an additional  $400,000  under the GATX  Facility,  pursuing  similar
financing  arrangements  with other  institutional  investors  and  lenders  and
selling additional equity instruments.

While the Company believes that it has developed adequate contingency plans, the
failure to  consummate  the  aforementioned  potential  financing  as  currently
contemplated,  or at all,  could have a material  adverse effect on the Company,
including the risk of liquidation of assets or bankruptcy.  Current  contingency
plans may include selling selected channels and focusing solely on the Company's
current 93 markets in which  commercial  service has already  been  implemented.
This latter course might entail  ceasing  further  system  expansion in existing
markets  and  reducing  corporate  staff  to  the  minimal  level  necessary  to
administer such markets. The


                                       8
<PAGE>
Company believes that this strategy would provide  sufficient time and resources
to raise  additional  capital or sell  selected  channels in order to resume its
growth.  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  overall  profitability  once it has achieved its additional
financing.


(3)      ASSET ACQUISITION

On June  1,  1999  the  Company  entered  into an  Asset  Acquisition  Agreement
("Agreement")  with  American  Wireless  Network,  Inc.  ("American")  where the
Company  will  acquire  16  ten-channel  900 Mhz  wide-area  licenses  in  seven
Metropolitan  Trading Areas ("MTA's").  In consideration the Company will assume
approximately  $1.4  million of  American's  outstanding  debt with the  Federal
Communications  Commission  ("FCC") as well as American receiving 7.5% ownership
in the MTA's  operations.  In  addition,  American  will  receive  a warrant  to
purchase  50,000  shares of the Company's  Common Stock at an exercise  price of
$0.50 per share. In connection  with the Agreement,  the Company entered into an
operating  lease with American for certain SMR equipment with payments  totaling
$720,000  over the next six  years  and  assumed  other  operating  leases  with
obligations totaling  approximately $25,000 per month. However, the Agreement is
contingent upon the completion of the FCC approval and transfer process.

In addition,  the Company has entered into a  management  agreement  whereby the
Company  will  perform as  contractor  and agent on behalf of  American  for all
managerial  functions  involved  with  operation  of  the  stations,  under  the
oversight  and  direction  of  American,  until such time as all  licenses  have
completed  the FCC approval and transfer  process.  Pursuant to this  management
agreement the Company is responsible,  subject to the oversight of American, for
the billing and  collection  of all  revenues  and the payment of all  operating
expenses associated with the operation of these stations.  The Company will also
make the required  interest only payments on the  outstanding  debt with the FCC
totaling approximately $8,100 per month. The Company's compensation for managing
such sites will be 100% of the gross revenues,  less the costs mentioned  above,
provided that the net profit of any station does not exceed $30,000 per calendar
month,  if any station's  profit exceeds  $30,000 per calendar month the Company
shall pay any excess profit to American.  During the nine months ended September
30, 1999 the net of the  revenues and expenses  associated  with this  agreement
totaled a loss of approximately $105,000.

(4) FCC LICENSES AND RIGHTS TO ACQUIRE FCC LICENSES

Intangible  assets  consist of FCC licenses,  which are recorded at cost and are
authorized  by the FCC and allow the use of certain  communications  frequencies
and rights to acquire FCC licenses.  FCC licenses have a primary term of five or
ten  years and are  renewable  for  additional  five or ten year  periods  for a
nominal FCC processing fee. Although there can be no assurance that the existing
licenses will be renewed,  management  expects that the licenses will be renewed
as they  expire.  FCC  licenses  and rights to acquire FCC  licenses and related
costs are amortized using the straight-line  method over 20 years,  beginning in
the month they are placed in service.

Intangible assets consist of the following:

                                       September 30,        December 31,
                                           1999                 1998
                                        (Unaudited)
                                     ------------------   ------------------

    FCC licenses                           $36,904,268         $ 37,669,351
    Rights to acquire FCC licenses           4,161,169            3,985,133
                                     ------------------   ------------------
                                            41,065,437           41,654,484
    Less accumulated amortization            (860,358)
                                                                  (536,472)
                                     ------------------   ------------------
                                           $40,205,079         $ 41,118,012
                                     ==================   ==================


                                       9
<PAGE>

(5) PROPERTY AND EQUIPMENT

Property and equipment are carried at cost, less  accumulated  depreciation  and
amortization.  Direct  and  indirect  costs  of  construction  are  capitalized.
Depreciation is computed using the  straight-line  method over estimated  useful
lives beginning in the month an asset is placed in service.

Estimated useful lives of property and equipment are as follows:


              Buildings                                      40 years
              Leasehold improvements                          5 years
              SMR systems and equipment                      10 years
              Furniture and office equipment                  5 years

The  recorded  amount of  property  and  equipment  capitalized  and the related
accumulated depreciation and amortization is as follows:



                                                    September 30,  December 31,
                                                         1999          1998
                                                     (Unaudited)
                                                    -----------    -----------

  Land                                                $ 102,500      $ 102,500
  Buildings and improvements                            413,086        395,659
  SMR systems and equipment                          16,016,556     12,862,618
  SMR systems in process                                229,000        554,200
  Furniture and office equipment                        411,439        310,886
                                                    -----------    -----------
                                                     17,172,581     14,225,863
  Less accumulated depreciation and amortization     (2,664,341)    (1,544,110)
                                                    -----------    -----------
                                                    $14,508,240    $12,681,753
                                                    ===========    ===========

(6) LONG-TERM DEBT

In  September  1997,  the  holder of a  convertible  debenture  entered  into an
agreement  with the  Company  to  restructure  the  convertible  debenture  (the
"Debenture  Restructuring  Agreement").  The Debenture  Restructuring  Agreement
required the holder to exchange the convertible  debenture  (including rights to
all accrued  interest and penalties)  for a new debenture (the "New  Debenture")
with a maturity date of August 31, 1998, in the principal  amount of $1,627,500,
payable in ten monthly payments of $162,750. These payments were payable in cash
or stock, at the Company's  option,  at the then-current  market price when due.
Interest,  in the liquidated amount of $425,000,  was payable by the Company, at
the Company's option, in cash or stock at the then current market price, payable
in September  1998. On June 30, 1998,  the Company  received a notice of default
under the New  Debenture.  On April 12, 1999,  the Company made a payment to the
New  Debenture  holder of 1,871,096  shares of the Company's  restricted  Common
Stock,  which represented  $916,837 toward the principal and interest of the New
Debenture.

On March 2, 1999,  pursuant to the GATX  Facility,  the Company  borrowed  $13.5
million  from GATX.  On August 2, 1999 GATX  elected to increase  the  aggregate
principal  amount of the GATX  Facility  to $27  million.  On August 4, 1999 and
October 28,  1999 the  Company  borrowed  an  additional  $7.5  million and $5.6
million,  respectively,  under the GATX Facility, 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 one year
interest only period. Quarterly principal payments of approximately $1.3 million
are to commence  June 30, 2000.  Warrants to purchase up to 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.

                                       10
<PAGE>

On June 10, 1999 the Company  entered  into an  Amendment  to the GATX  Facility
("Amendment").  The Amendment,  among other things,  delayed  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  will be  amortized  to  interest  expense  using the
effective interest method over the life of the loan.

On September  24, 1999 the Company  entered  into a note payable with  Motorola,
bearing  interest at 10.75%  annually,  with a face value of $1,673,000  payable
with a down  payment of $300,000 and 8 monthly  payments of $139,449  commencing
October 25, 1999.

(7) EQUITY TRANSACTIONS

PREFERRED STOCK CONVERSIONS

On December  23,  1997,  the Company  completed a private  placement of Series B
Convertible  Preferred Stock (the "Series B Preferred").  During the nine months
ended September 30, 1999 the holders of the Series B Preferred  converted 20,955
shares of Series B Preferred into 915,932  shares of Common Stock.  Dividends on
such  shares of Series B  Preferred  were  $17,578,  which was paid with  76,672
shares of the Company's Common Stock.

(8)  MANDATORILY REDEEMABLE PREFERRED STOCK

On May 4, 1998, the Company issued  10,119,614  shares of 4% cumulative Series C
Preferred  Stock,  which is  mandatorily  redeemable  by  written  notice to the
Company on the earlier of (i) May 1, 2003 or (ii) the  occurrence of the listing
of the  Company's  Common Stock on a national  securities  exchange or an equity
financing by the Company that results in gross  proceeds in excess of $2 million
("Redeemable Preferred").  The Redeemable Preferred has a redemption price equal
to $.3953 per share and is entitled to cumulative  annual  dividends equal to 4%
payable  semi-annually.  Dividends on the Redeemable  Preferred  accrue from the
issue date,  without  interest,  whether or not  dividends  have been  declared.
Unpaid  dividends,  whether or not declared,  compound  annually at the dividend
rate from the dividend payment date on which such dividend was payable.  As long
as  any  shares  of  Redeemable  Preferred  are  outstanding,   no  dividend  or
distribution, whether in cash, stock or other property, may be paid, declared or
set apart for payment for any junior securities.

The difference  between the relative fair value of the  Redeemable  Preferred at
the issue date and the mandatory  redemption amount is being accreted by charges
to additional  paid-in-capital,  using the effective  interest  method,  through
April 30, 2003. At the redemption  date, the carrying amount of such shares will
equal the mandatory  redemption  amount plus  accumulated  dividends  unless the
shares are  exchanged  prior to the  redemption  date.  Since the Company had no
retained earnings, such amount is charged to additional paid-in capital.

(9)      MINORITY INTERESTS

As discussed in the 1998 Form 10-KSB,  the Company sold restricted  Common Stock
in its subsidiary,  CCI, to a third party totaling 700,000 shares. On August 25,
1999,  the  holder of such  shares  elected to  convert  these  shares of CCI to
700,000 shares of Chadmoore Wireless Group Common Stock.

(10)             NON-CASH EVENTS

SUPPLEMENTAL DISCLOSURE FOR NON-CASH INVESTING AND FINANCING ACTIVITIES

During the nine months ended  September 30, 1999,  the Company had the following
non-cash  investing  and  financing  activities.  Conversion of 20,955 shares of
Series B  Preferred  into  915,932  shares of Common  Stock.  Issuance of 76,672
shares of Common Stock for Series B Preferred  dividends.  Issuance of 1,871,096
shares of the Company's  restricted Common Stock which  represented  $916,837 of
payment  towards  principal and interest of the New  Debenture.  The issuance of
$139,857 of notes payable, net of discount, to exercise certain license options.

                                       11
<PAGE>

During the nine months ended  September  30, 1998 the Company had the  following
non-cash investing and financing  activities.  The issuance of 108,500 shares of
Common Stock to employees for compensation.  The issuance of $6,220,589 of notes
payable,  net of discount,  to exercise certain license  options.  Conversion of
182,782  shares of Series B Preferred  into  3,912,225  shares of Common  Stock.
Issuance  of 83,254  shares of Common  Stock for Series B  Preferred  dividends.
Issuance of 11,400 shares of Common Stock for $32,890 of Common Stock previously
subscribed. Issuance of 800,000 shares of Common Stock with a value of $352,000,
for exercise of certain  license  options.  Issuance of 31,000  shares of Common
Stock to a license  holder.  Issuance  of  290,765  shares  of Common  Stock for
prepaid  professional  services.  Issuance of 335,000 shares of Common Stock for
the purchase of fixed assets.

SUPPLEMENTAL DISCLOSURE OF CASH PAID FOR TAXES AND INTEREST

During the nine months  ended  September  30, 1999 and 1998 the Company  paid no
cash for taxes.  During the nine months  ended  September  30, 1999 and 1998 the
Company paid cash for interest of $1,035,842 and $168,113, respectively.

(11) RELATED PARTY TRANSACTIONS

During the nine  months  ended  September  30,  1999 and 1998 the  Company  paid
$1,379,092 and $633,642,  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.

The Company and Recovery Equity Investors II L.P.  ("Recovery")  entered into an
advisory  agreement   commencing  on  May  1,  1998  and  ending  on  the  fifth
anniversary.  The advisory  agreement  stipulates the 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.   In
consideration of the consultant's  provision of the services to the Company, the
Company is obligated to pay Recovery an annual fee of $312,500  beginning on the
first anniversary which shall be paid in advance, in equal monthly installments,
reduced by the  Redeemable  Preferred  dividends  paid in the  preceding  twelve
months.  During the nine  months  ended  September  30,  1999 the  Company  paid
Recovery  $130,207 in advisory fees.  Jeffrey A. Lipkin and Joseph J. Finn-Egan,
managing partners of Recovery, are Directors of the Company.

(12)     COMMITMENTS AND CONTINGENCIES

LICENSE OPTION AND MANAGEMENT AGREEMENT CONTINGENCIES

Goodman/Chan   Waiver.   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  activities  had little 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 request to extend 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 awarded, by the FCC, to all CMRS
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,  which the FCC considered to be, at
that time, Receivership Stations


                                       12
<PAGE>
and/or stations  considered  "similarly  situated" and thus eligible for relief.
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.

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 action on the
Company's  pending  Petition  for  Reconsideration.  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  act
affirmatively,  in the  interim,  on timely  filed  and  pending  Petitions  for
Reconsideration  of the October 9, 1998 list.  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 on Chadmoore's  pending Petition
for Reconsideration.

                                       13
<PAGE>
Accordingly, Chadmoore has initiated discussions with officials in Washington in
an effort to obtain  affirmative  action at the FCC on the pending  Petition for
Reconsideration. Nevertheless, 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. At this
time,  Management has not had  sufficient  time to review the staff decision and
consult with counsel to determine its ultimate strategy for the handling of this
item,  but  Managements'  initial  reaction is that an internal FCC appeal could
prove beneficial.  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  Standards Board #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  unaudited  interim  consolidated
financial statements.

The Receiver has requested that the Company replace some of the existing options
and management agreements with Goodman/Chan licensees with promissory notes. The
Company  engaged in  discussions  with the Receiver in this regard,  but did not
reach a final  determination  and  concluded  that no  further  discussions  are
warranted at this time.  However,  there can be no assurances  that the Receiver
would not  decide to take  actions  in the  future to  challenge  the  Company's
agreements  with  Goodman/Chan  licensees,  including  the  Company's  rights to
licenses  under  such  agreements,  in an  effort  to  enhance  the value of the
Receivership estate.

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 September 30, 1999, the Company had
purchased approximately $6.5 million toward this purchase commitment.





                                       14
<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 nine months
ended September 30, 1999. This discussion should be read in conjunction with the
Company's annual report on Form 10-KSB for the year ended December 31, 1998 (the
"1998 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.  Forward
looking statements in this form include  statements  regarding (i) the Company's
plan of operation, (ii) the Company's future service revenue and equipment sales
and maintenance  revenue,  (iii) the Company's  capital  requirements,  (iv) the
Company's ability to obtain funding, and (v) the Company's Year 2000 compliance.
See the Company's 1998 Form 10-KSB.

RESULTS OF OPERATIONS

A. NINE MONTHS ENDED SEPTEMBER 30, 1999 VERSUS NINE MONTHS ENDED SEPTEMBER 30,
1998

Total revenues for the nine months ended September 30, 1999 increased $2,241,212
or 104.7%, to $4,381,826 from $2,140,614 for the nine months ended September 30,
1998,  reflecting increases of $2,102,631 and $138,581,  or 139.7% and 21.8%, in
service  revenue and  equipment  sales and  maintenance  revenue,  respectively.
Consistent  with the Company's plan of operation to focus on recurring  revenues
by selling its  commercial  Specialized  Mobile Radio  ("SMR")  service  through
independent  dealers,  the  proportion  of total  revenues  generated by service
revenue  increased  to 82.3% for the nine months ended  September  30, 1999 from
70.3% for the nine months ended September 30, 1998. The Company anticipates that
the proportion of total revenues from service  revenue will continue to increase
in future  periods.  The Company has relied on an indirect  distribution  method
where as the local dealer rather than the Company sells,  installs, and services
the radio  equipment  and records the  revenues and costs  associated  therewith
while the Company  receives the recurring  revenue  associated  with the sale of
airtime  (service  revenue).  In  addition to the sale of airtime the Company is
currently  exploring other revenue generating  opportunities.  These include the
renting  of  equipment  in  conjunction  with the sale of  airtime,  maintenance
contracts and direct  distribution  in markets where the Company has  determined
indirect distribution is not beneficial. During the three months ended September
30,  1999 the  Company  began to  implement  some of the  methods  however as of
September  30, 1999 the Company has yet to recognize  any material  revenue from
these opportunities.

The $2,102,631 or 139.7%  increase in service  revenue,  from $1,504,684 for the
nine months ended  September  30, 1998 to  $3,607,315  for the nine months ended
September  30,  1999,  was  driven  by  an  increase  of  approximately   16,800
subscribers  utilizing  the Company's  SMR systems,  an increase of 82.4%,  from
approximately  20,400 at September 30, 1998 to approximately 37,200 at September
30,  1999.  The  increase  in  subscribers   was  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.

The increase in equipment  sales and  maintenance  revenue of $138,581 or 21.8%,
from  $635,930 for the nine months ended  September 30, 1998 to $774,511 for the
nine  months  ended  September  30,  1999,  was  attributable  to the  increased
availability  of capital  during the first six months of 1999 as compared to the
same  period  in  1998.  The  Company   anticipates  that  equipment  sales  and
maintenance  revenue will remain relatively  constant and account for a slightly
declining share of total revenues in the future.

Cost of service revenue increased by $618,144,  or 175.5%, from $352,212 for the
nine months  ended  September  30, 1998 to  $970,356  for the nine months  ended
September 30, 1999.  This increase was primarily due to SMR system site expenses
associated with additional markets being  commercialized as well as the marginal
costs  associated with increased  capacity being used in the Company's  existing
markets.  Gross  margin on  service  revenue  decreased  from 76.6% for the nine
months ended September 30,
                                       15
<PAGE>

1998 to 73.1% for the nine months ended  September 30, 1999.  This is attributed
to an increased  number of markets that have not yet reached the maturity  stage
and therefore have yet to generate significant operating margins.

Cost of equipment sales and maintenance  revenue increased by $92,871, or 26.3%,
from  $352,726 for the nine months ended  September 30, 1998 to $445,597 for the
nine months ended  September  30, 1999.  This increase is due to the increase in
equipment sales and maintenance  revenue from the related periods.  Gross margin
on equipment  sales and  maintenance  revenue  decreased from 44.5% for the nine
months ended September 30, 1998 to 42.5% for the nine months ended September 30,
1999.  This is  attributable  to a  higher  level of sales  being  derived  from
equipment sales as opposed to maintenance.  In general,  maintenance has a lower
cost of sales  associated  with it and  therefore  a higher  gross  margin  than
equipment revenue.

General and  administrative  expenses  increased by $2,056,878,  or 39.5%,  from
$5,208,860  for the nine months ended  September 30, 1998 to $7,265,738  for the
nine months ended September 30, 1999.  Salaries,  wages, and benefits expense (a
component  of general  and  administrative  expenses)  increased  by $814,485 or
38.9%,  from  $2,092,797  for  the  nine  months  ended  September  30,  1998 to
$2,907,282  for the nine months  ended  September  30,  1999.  This  increase is
primarily due to personnel  additions,  largely in  operational  areas,  made in
connection  with the  Company's  transition  from  aggregating  SMR  spectrum to
constructing,  marketing,  and rolling out commercial  SMR service.  Relative to
total revenues,  salaries,  wages,  and benefits  expense was 66.3% for the nine
months ended  September  30, 1999  compared with 97.8% for the nine months ended
September 30, 1998. Remaining general and administrative expense increased 39.9%
or $1,242,393,  from  $3,116,063 for the nine months ended September 30, 1998 to
$4,358,456  for the nine months ended  September  30, 1999.  The increase in the
remaining general and  administrative  expense was primarily due to increases of
approximately  $40,000 in advertising  and marketing,  which is in line with the
revenue  growth,  $170,000 in expense  associated with  non-commercial  markets,
$320,000 in professional fees associated with potential  acquisitions,  securing
of additional funding and consulting fees, $80,000 in legal expenses  associated
with  increased  litigation,  $155,000  in  customer  acquisition  costs paid to
dealers in the Company's indirect distribution  channels,  which is also in line
with the revenue growth,  $120,000 increase in travel and entertainment expense,
which is associated  increased  travel of sales  employees  within the Company's
operating  territories,  increased  travel  of  executives  in  connection  with
potential acquisitions,  increased legal affairs and the securing of funding and
$139,000 of expense  associated  with a legal  settlement  of which there was no
such expense in the same period during 1998.

Depreciation and amortization expense increased $623,567 or 75.1%, from $830,558
for the nine months ended  September 30, 1998 to $1,454,125  for the nine months
ended   September  30,  1999,   reflecting   larger   amounts  of  licenses  and
infrastructure placed in service associated with construction and implementation
of new commercial sites.

Due to the foregoing,  total operating expenses  increased  $3,391,460 or 50.3%,
from  $6,744,356 for the nine months ended September 30, 1998 to $10,135,816 for
the nine months ended September 30, 1999, and the Company's loss from operations
increased by  $1,150,248  or 25.0%,  from  $4,603,742  to  $5,753,990,  for such
respective periods.

Interest expense, net of interest income,  increased  1,165,738,  or 96.1%, from
$1,212,795  for the nine months ended  September 30, 1998 to $2,378,533  for the
nine months ended  September 30, 1999,  due to higher debt  balances  associated
with new loan facilities.

Based on the  foregoing,  the  Company's  net  loss  before  extraordinary  item
increased  $2,242,211  or  36.9%,  from  $6,068,994  for the nine  months  ended
September 30, 1998 to $8,311,205 for the nine months ended September 30, 1999.

During the nine months ended September 30, 1999 the Company had an extraordinary
loss of $194,967 and there was no such charge in the same period last year. This
charge was due to the write off of debt issuance costs and prepayment  penalties
associated  with the  prepayment and  termination of certain credit  facilities,
which were replaced with the GATX Facility (as defined below).

The Company's net loss increased  $2,437,178 or 40.2%,  from  $6,068,994 for the
nine months ended  September  30, 1998 to  $8,506,172  for the nine months ended
September  30, 1999.  This  increase was  primarily the result of an increase of
$1,150,248  in loss  from  operations  and an  increase  in  other  expenses  of
$1,091,963.


                                       16
<PAGE>

B.  THREE MONTHS ENDED SEPTEMBER 30, 1999 VERSUS THE THREE MONTHS ENDED
SEPTEMBER 30, 1998

Total revenues for the three months ended September 30, 1999 increased  $703,695
or 78.8%,  to $1,596,686  from $892,991 for the three months ended September 30,
1998,  reflecting an increase of $721,959,  or 113.6% in service revenue,  which
was off-set  partially by a decrease of $18,264,  or 7.1% in equipment sales and
maintenance  revenue.  The  proportion  of total  revenues  generated by service
revenue  increased to 85.0% for the three months ended  September  30, 1999 from
71.1% for the three months ended September 30, 1998.

The $721,959 or 113.6% increase in service revenue,  from $635,324 for the three
months  ended  September  30,  1998 to  $1,357,283  for the three  months  ended
September 30, 1999, was driven by the same increase in subscribers. The increase
in subscribers was primarily due to full-scale  implementation of service by the
Company in new markets as well as continued growth in existing markets.

The decrease in equipment sales and maintenance revenue of $18,264 or 7.1%, from
$257,667 for the three months ended September 30, 1998 to $239,403 for the three
months ended September 30, 1999, was attributable to the normal fluctuations and
unpredictability of equipment sales. The Company anticipates equipment sales and
maintenance revenue to remain relatively constant in future periods.

Cost of service revenue increased by $192,523,  or 117.1%, from $164,347 for the
three  months  ended  September  30, 1998 to $356,870 for the three months ended
September 30, 1999.  This increase was primarily due to SMR system site expenses
associated with additional markets being  commercialized as well as the marginal
costs  associated with increased  capacity being used in the Company's  existing
markets.  Gross  margin on service  revenue was 73.7% for the three months ended
September 30, 1999 which was  approximately  the same as the 74.1% for the three
months ended September 30, 1998.

Cost of equipment sales and maintenance  revenue decreased by $14,930, or 10.7%,
from $138,886 for the three months ended  September 30, 1998 to $123,956 for the
three months ended  September 30, 1999.  This decrease is due to the decrease in
equipment sales and maintenance  revenue from the related periods.  Gross margin
on equipment  sales and maintenance  revenue  increased from 46.1% for the three
months ended  September  30, 1998 to 48.2% for the three months ended  September
30, 1999.  This is  attributable  to an increased  proportion of equipment sales
being derived from higher margin used equipment.

General and  administrative  expenses  increased  by  $339,197,  or 15.7%,  from
$2,160,587  for the three months ended  September 30, 1998 to $2,499,784 for the
three months ended September 30, 1999. Salaries,  wages, and benefits expense (a
component  of general  and  administrative  expenses)  increased  by $184,825 or
23.0%,  from $803,686 for the three months ended  September 30, 1998 to $988,511
for the three months ended September 30, 1999. This increase is primarily due to
personnel  additions,  largely in operational areas, made in connection with the
Company  starting to transition from  aggregating SMR spectrum to  constructing,
marketing,  and rolling out commercial SMR service.  Relative to total revenues,
salaries,  wages,  and  benefits  expense was 61.9% for the three  months  ended
September 30, 1999 compared with 90.0% for the three months ended  September 30,
1998. Remaining general and administrative  expense increased 11.4% or $154,372,
from  $1,356,901 for the three months ended September 30, 1998 to $1,511,273 for
the three months ended September 30, 1999. The increase in the remaining general
and  administrative  expense was primarily due to an increases of  approximately
$100,000 in travel and  entertainment  associated with increased travel of sales
employees  within the Company's  operating  territories and increased  travel of
executives in  connection  with legal affairs and the securing of funding and an
expense of $139,435  associated  with the settlement of a lawsuit of which there
is no such  comparable  item  during the same  period in 1998.  This was off-set
partially by a decrease in sales and marketing expense. In an effort to decrease
the costs of marketing the Company has internalized a majority of it's marketing
efforts by adding certain key employees with extensive marketing experience.

Depreciation and amortization expense increased $156,749 or 43.9%, from $357,186
for the three months ended  September  30, 1998 to $513,935 for the three months
ended   September  30,  1999,   reflecting   larger   amounts  of  licenses  and
infrastructure placed in service associated with construction and implementation
of new commercial sites.

                                       17
<PAGE>

Due to the foregoing, total operating expenses increased $673,539 or 23.9%, from
$2,821,006  for the three months ended  September 30, 1998 to $3,494,545 for the
three months  ended  September  30, 1999.  The  Company's  loss from  operations
decreased by $30,156 or 1.6%, from $1,928,015 to $1,897,859, for such respective
periods.

Interest expense,  net of interest income,  increased 570,375,  or 142.7%,  from
$399,607 for the three months ended September 30, 1998 to $969,982 for the three
months ended September 30, 1999, due to higher debt balances associated with new
loan facilities.

Based on the foregoing, the Company's net loss increased $565,171 or 23.9%, from
$2,362,568  for the three months ended  September 30, 1998 to $2,927,739 for the
three months ended September 30, 1999.

LIQUIDITY AND CAPITAL RESOURCES

The  Company's   capital   requirements  have  been  and  will  continue  to  be
significant.  The Company  believes  that during the next twelve  months it will
require substantial  additional funding.  Approximately $13.5 million was funded
in March of 1999,  $7.5  million was funded in August 1999 and  additional  $5.6
million  was funded in  October  1999 under a debt  facility  with GATX  Capital
Corporation   (the  "GATX  Facility)  (see  1998  Form  10-KSB  for  a  complete
description  of the GATX  Facility).  Additional  amounts  will be required  for
commercial implementation of its SMR services and ongoing operating expenses. To
meet such funding  requirements  the Company  anticipates  obtaining  additional
funding including the possible funding of an additional  $400,000 under the GATX
Facility,  pursuing  similar  financing  arrangements  with other  institutional
investors and lenders and selling additional equity instruments. There can be no
assurances that the Company will be able to  successfully  obtain the additional
financings  currently  contemplated,  or otherwise be able to obtain  sufficient
financing to consummate the Company's business plan.

The Company anticipates,  based on its current plans and assumptions relating to
its growth and operations,  that the proceeds from the completed  financings and
planned  revenues will not be  sufficient to satisfy the Company's  contemplated
cash  requirements  for the next 12 months and that the Company will be required
to raise  additional  funds. In addition,  in the event that the Company's plans
change or its assumptions prove to be inaccurate (due to unanticipated expenses,
delays, problems, or otherwise),  the Company may be required to seek additional
funding sooner than anticipated.  The Company believes it has developed adequate
contingency  plans,  however,  the failure to consummate the additional  funding
arrangements or the sale of additional equity instruments, could have a material
adverse  effect on the Company,  including the risk of  liquidation of assets or
bankruptcy.   Such  contingency   plans  include   pursuing  similar   financing
arrangements with other  institutional  investors and lenders,  selling selected
channels,  and focusing solely on the 93 markets in which commercial 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 could provide  sufficient
time and  resources to raise  additional  capital or sell  selected  channels in
order to resume its growth. 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 overall profitability.

The Company's auditors' opinion for the year ended December 31, 1998 includes an
explanatory  paragraph  which  expresses  substantial  doubt about the Company's
ability to continue as a going  concern.  The Company's  consolidated  financial
statements have been prepared assuming that the Company will continue as a going
concern.  As  discussed  in Item 1,  Footnote  2 to the  consolidated  financial
statements,  the Company has suffered  recurring losses from  operations,  has a
working capital deficiency and accumulated  deficit that raise substantial doubt
about its ability to continue as a going concern.  Management's  plans in regard
to these  matters are also  described  in Item 1,  Footnote 2. The  consolidated
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty. (See 1998 Form 10-KSB)

During the nine months ended  September 30, 1999 and 1998,  the Company used net
cash in operating  activities of $8,158,301 and  $2,005,788,  respectively.  The
major  non-operations  use of cash for the nine months ended  September 30, 1999
and 1998 was the acquisition of communications assets for expansion and capacity
upgrades.  The major  non-operations  source of cash for the nine  months  ended
September 30, 1999 and 1998 was proceeds from the issuance of long-term debt and
equity.

YEAR 2000 ISSUES


                                       18
<PAGE>

The Year 2000 problem arose because many existing computer programs use only the
last two digits to refer to a year.  Therefore,  these computer  programs do not
properly recognize a year that begins with "20" instead of the familiar "19". If
not  corrected,  many  computer  applications  could  fail or  create  erroneous
results.

The Company has addressed  its state of readiness  for Year 2000 and  Management
believes that the Company will be compliant by the end of 1999.  The Company has
evaluated  and  upgraded its  internal  hardware  and software  that enables the
Company to load subscribers,  capture call records,  generate customer bills and
facilitate internal communications.  All internal hardware and software has been
fully tested.  The Company has purchased the necessary hardware and software and
Management  believes that all the  necessary  Year 2000  compliant  hardware and
software has been implemented.

The  Company's  accounting  software  is now Year 2000  compliant.  The  Company
primarily uses Microsoft products for internal data storage and  communications.
The Company has contacted Microsoft and has been assured that these products are
Year 2000  compliant.  In addition,  the Company relies on third party switching
systems to monitor its systems usage.  These systems are primarily  manufactured
by Motorola.  The company has  contacted  Motorola and has been assured that the
Motorola switching systems are Year 2000 compliant.

To a lesser  extent,  the  Company  also relies on various  third party  service
providers and the Company  cannot  independently  assess the impact of Year 2000
challenges  and  compliance  activities  and  programs  involving  operators  of
utilities and other service providers (such as electric  utilities and voice and
data utilities). The Company therefore must rely on utility providers' estimates
of their own Year 2000  challenges  and the status of their  related  compliance
activities  and  programs in the  Company's  own Year 2000  assessment  process.
Because  the  Company's  systems  will be  dependent  upon the  systems of other
service providers, any disruption of operations in the computer programs of such
service  providers  would  likely  have  an  impact  on the  Company's  systems.
Moreover,  there can be no  assurance  that such impact will not have a material
adverse effect on the Company's operations

The Company has assessed its risks  associated  with the Year 2000 issue and has
concluded  that,  unless third party providers are unable to continue to provide
the Company with their services or Motorola is unable to supply the Company with
its  products,  the  effects  of the Year 2000  issue  will not have a  material
adverse effect on the Company.  While  Management  believes that the Company has
timely and adequately planned for the Year 2000 issue, there can be no assurance
that the  Company's  plan will achieve its goals or that third  parties that the
Company relies on have adequate plans to address this issue.

If the Company is unable to gather and  process  data  electronically,  it has a
contingency  plan to gather and process  data  manually.  This process will be a
temporary  solution and will require  substantially  more  resources  than would
otherwise be required, however Management believes that it could resume business
for a period of time using this contingency plan.

ITEM 2A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of September 30, 1999 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.







                                       19
<PAGE>
PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

Goodman/Chan   Waiver.   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  activities  had little 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 request to extend 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 awarded, by the FCC, to all CMRS
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,  which the FCC considered to be, at
that time, Receivership Stations and/or stations considered "similarly situated"
and thus eligible for relief. 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.

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
                                       20
<PAGE>
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 action on the
Company's  pending  Petition  for  Reconsideration.  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  act
affirmatively,  in the  interim,  on timely  filed  and  pending  Petitions  for
Reconsideration  of the October 9, 1998 list.  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 on Chadmoore's  pending Petition
for Reconsideration.

Accordingly, Chadmoore has initiated discussions with officials in Washington in
an effort to obtain  affirmative  action at the FCC on the pending  Petition for
Reconsideration. Nevertheless, 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. At this
time,  Management has not had  sufficient  time to review the staff decision and
consult with counsel to determine its ultimate strategy for the handling of this
item,  but  Managements'  initial  reaction is that an internal FCC appeal could
prove beneficial.  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  Standards Board #5) that the Company's owned and/or managed licenses
which are encompassed within the denial of relief pursunt 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  unaudited  interim  consolidated
financial statements.

The Receiver has requested that the Company replace some of the existing options
and management agreements with Goodman/Chan licensees with promissory notes. The
Company  engaged in  discussions  with the Receiver in this regard,  but did not
reach a final  determination  and  concluded  that no  further  discussions  are
warranted at this time.  However,  there can be no assurances  that the Receiver
would not  decide to take  actions  in the  future to  challenge  the  Company's
agreements  with  Goodman/Chan  licensees,  including  the  Company's  rights to
licenses  under  such  agreements,  in an  effort  to  enhance  the value of the
Receivership estate.

Chadmoore Communications, Inc. v. John Peacock Case No. CV-S-97-00587-HDM (RLH),
United States District Court for the District of Nevada

In  September  1994,  CCI  entered  into a two year  consulting  agreement  (the
"Consulting Agreement") with John Peacock ("Peacock") to act as a consulting and
technical advisor to CCI concerning certain SMR stations. In May, 1997 CCI filed
a complaint against Peacock for declaratory relief in the United States District
Court for the District of Nevada, seeking a declaration of the respective rights
and obligations of CCI under the Consulting Agreement.

Subsequently,  CCI  added  claims  against  Peacock  and two  related  purported
entities  arising  out of  Peacock's  conduct  with  regard  to  the  Consultant
Agreement  and certain  finder's  preferences.  Subsequently,  Peacock  added an
affirmative  claim against CCI for breach of contract,  alleging his entitlement
to certain bonus compensation that he alleges was not paid to him.



                                       21
<PAGE>

On January 22, 1999,  CCI reached a settlement in principle of the dispute.  The
settlement was reduced to a  comprehensive  written  settlement  agreement which
became  effective on March 5, 1999.  Under the terms of the settlement,  Peacock
will receive (1) certain  rights with respect to a finder's  preference  pending
against a five-channel SMR station in Memphis,  Tennessee (WNZR202); (2) certain
rights  with  respect  to  other  finder's  preference   proceedings  which  are
determined by CCI in its sole discretion to be  undesirable;  and (3) 10% of the
independently  determined  value of the wide area license,  if any,  issued as a
result of a certain finder's preference proceeding filed by CCI. Under the terms
of the  settlement,  CCI will  receive a right of first  refusal with respect to
certain assets belonging to Peacock. In addition, the settlement contains mutual
general releases and covenants to dismiss pending proceedings. On March 5, 1999,
CCI and Peacock  executed a Voluntary  Dismissal  With  Prejudice  of all claims
asserted in the  District  Court  litigation.  However,  despite  CCI's  demand,
Peacock  has  refused  to dismiss a finder's  preference  proceeding  concerning
station  WZC790 in Memphis,  Tennessee,  which is owned by a  subsidiary  of the
Company.  For his  part,  Peacock  is  contending  that CCI is in  breach of the
Settlement  Agreement  because of CCI's  action  with  respect  to the  finder's
preference proceeding concerning station WZC790. Peacock has filed a motion with
the District Court seeking  enforcement of the Settlement  Agreement,  but it is
not clear what  relief  Peacock is  seeking.  Thus,  as no  settlement  has been
reached at the District Court in this matter, the Company, pursuant to the terms
of the  Settlement  Agreement,  has  filed a  formal  demand  upon  Peacock  for
arbitration  of the  dispute.  No  timetable  has been  set for the  arbitration
proceedings at present; however, Management expects a schedule to be established
and  agreed  upon by the  parties  in the near  term.  There has been no accrual
reflected in the Company's financial statements for this matter.

Pursuant  to the FCC's  jurisdiction  over  telecommunications  activities,  the
Company  is  involved  in  pending  routine  matters  before  the FCC  which may
ultimately affect the Company's operations.









                                       22
<PAGE>

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS.

None.

ITEM 5.  OTHER INFORMATION.

None.










                                       23
<PAGE>
ITEM 6.  EXHIBITS AND CURRENT REPORTS ON FORM 8-K

(a)(1)      A list of the financial statements and schedules thereto as filed in
            this report reside at Item 1.

(a)(2)      The following exhibits are submitted herewith:


   EXHIBIT
   NUMBER                    DESCRIPTION

2.1      Agreement  and Plan of  Reorganization  dated  February 2, 1995, by and
         between  the  Registrant  (f/k/a  CapVest  Internationale,   Ltd.)  and
         Chadmoore Communications,  Inc. (Incorporated by reference to Exhibit 1
         of the Registrants Form 8-K, date of earliest event reported-  February
         21, 1995 the "Form 8-K")

2.2      Addendum to the Agreement and Plan of  Reorganization,  dated  February
         21, 1995, by and between the Registrant (f/k/a CapVest  Internationale,
         Ltd.) and Chadmoore Communications,  Inc. (Incorporated by reference to
         Exhibit 1 of the Registrants Form 8-K.

2.3      Addendum No. 2 to the Agreement and Plan of Reorganization, dated March
         31, 1995, by and between the Registrant (f/k/a CapVest  Internationale,
         Ltd.) and Chadmoore Communications,  Inc. (Incorporated by reference to
         Exhibit 1 of the Form 8-K.

3.1      Articles of  Incorporation  (Incorporated  by reference to Exhibit 1 of
         the Form 8.

3.2      Articles of Amendment to the Articles of  Incorporation  filed November
         1, 1988  (Incorporated  by reference to Exhibit 3.2 to the Registrant's
         Form 10-KSB for the year ended December 31, 1995)

3.3      Articles of Amendment to the Articles of Incorporation  filed April 28,
         1995 (Incorporated by reference to Exhibit 3.3 to the Registrant's Form
         10-KSB for the year ended December 31, 1995)

3.4      Articles of Amendment to the Articles of  Incorporation  filed April 1,
         1996 (Incorporated by reference to Exhibit 3.4 to the Registrant's Form
         10-KSB for the year ended December 31, 1995)

3.5      Articles of Amendment to the Articles of Incorporation  filed April 11,
         1996 (Incorporated by reference to Exhibit 3.5 to the Registrant's Form
         10-KSB for the year ended December 31, 1995)

3.6      Bylaws  (Incorporated  by  reference  to Exhibit 3 to the  Registrant's
         Registration Statement on Form S-18 (33-14841-D))

4.1      Form of Warrant  Certificate  (Incorporated by reference to Exhibit 4.1
         to the Registrant's Form 10-KSB for the year ended December 31, 1995)

4.2      Registration Rights Agreement (Incorporated by reference to Exhibit 4.2
         to the Registrant's Form 10-KSB for the year ended December 31, 1995)

4.3      Certificate  of  Designation  of  Rights  and  Preferences  of Series A
         Convertible   Preferred  Stock  of  the  Registrant   (Incorporated  by
         reference to Exhibit 3.4 to the  Registrant's  Form 10-KSB for the year
         ended December 31, 1995)

4.4      Certificate  of  Designation  of  Rights  and  Preferences  of Series B
         Convertible   Preferred  Stock  of  the  Registrant   (Incorporated  by
         reference to Exhibit 4.3 to the  Registrant's  Form  8-Kfiled  with the
         Commission on December 31, 1996)

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4.5      Certificate  of  Designation  of  Rights  and  Preferences  of Series C
         Convertible   Preferred  Stock  of  the  Registrant   (Incorporated  by
         reference  to Exhibit 4.1 to the  Registrant's  Form 8-K filed with the
         Commission on May 15, 1998 (the "REI Form 8-K"))

4.6      Senior  Secured  Loan  Agreement,  dated  March 2, 1999,  between  GATX
         Capital  Corporation  ("GATX"),  the  Registrant  and its  subsidiaries
         (Incorporated by reference to Exhibit 10.1 of the Registrant's  Current
         Report on Form 8-K filed on March 16, 1999 ("GATX Form 8-K")

9.1      Shareholders Agreement, dated May 1, 1998, by and among the Registrant,
         Recovery  Equity  Investors,  II,  L.L.P  ("REI")  and  Robert W. Moore
         (Incorporated by reference to Exhibit 10.6 of the REI Form 8-K)

10.1     Amended   Nonqualified   Stock  Option  Plan  dated  October  12,  1995
         (Incorporated  by reference to Exhibit  10.1 to the  Registrant's  Form
         10-KSB for the year ended December 31, 1995)*

10.2     Employee  Benefit  and  Consulting  Services  Plan  dated  July 7, 1995
         (Incorporated by reference to Exhibit 4.1 to the Registration Statement
         on Form S-8 effective July 12, 1996 (file no. 33-94508))*

10.3     First  Amendment to the Employee  Benefit and Consulting  Services Plan
         dated December 8, 1995 (Incorporated by reference to Exhibit 4.1 to the
         Registration Statement on Form S-8 effective December 1, 1996 (file no.
         33-80405))*

10.4     Employment  Agreement  between  the  Registrant  and  Robert  W.  Moore
         effective  as of April 21, 1995  (Incorporated  by reference to Exhibit
         10.4 to the  Registrant's  Form 10-KSB for the year ended  December 31,
         1995)*

10.5     Integrated  Dispatch Enhanced Network ("iDEN") Purchase Agreement dated
         February  28, 1996 by and between the  Registrant  and  Motorola,  Inc.
         (Incorporated  by reference to Exhibit  10.7 to the  Registrant's  Form
         10-KSB for the year ended December 31, 1995)

10.6     Amendment Number 001 to the Integrated Dispatch Enhanced Network (iDEN)
         Purchase  Agreement dated March 25, 1996  (Incorporated by reference to
         Exhibit  10.8  to the  Registrant's  Form  10-KSB  for the  year  ended
         December 31, 1995)

10.7     Asset  Purchase  Agreement  dated  November  2,  1994  by  and  between
         Chadmoore Communications,  Inc., and General Communications Radio Sales
         and  Service,  Inc.,  General  Electronics,  Inc.  and Richard Day with
         Exhibits  (Incorporated by reference to Exhibit 2.2 of the Registrant's
         Form 8-K,  dated March   , 1996 ("the  Gencom  8-K"),  date of earliest
         event reported March 8, 1996)

10.8     Modification  to Asset  Purchase  Agreement  dated March 8, 1996 by and
         between  Chadmoore  Communications,  Inc., the Registrant and Chadmoore
         Communications  of  Tennessee,  Inc. and General  Communications  Radio
         Sales and Service, Inc., General Electronics, Inc. and Richard Day with
         Exhibits  (Incorporated  by reference to Exhibit 2.1 of the Gencom 8-K,
         date of earliest event reported March 8, 1996)

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10. 9    Stock Purchase  Agreement dated June 14, 1996, by and between Chadmoore
         Wireless Group,  Inc. and Libero Limited  (Incorporated by reference to
         Exhibit 10.11 to the Registrant's Form 8-K, under dated June 28, 1996)

10.10    Purchase Agreement between Motorola, Inc. and Chadmoore Wireless Group,
         Inc.  and  Chadmoore  Communications,   Inc.  dated  October  25,  1996
         (Incorporated  by reference to Exhibit 10.12 to the  Registrant's  Form
         10-KSB for the year ended December 31, 1996)

10.11    Promissory Note executed by Chadmoore  Communications,  Inc. payable to
         Motorola,  Inc., dated December 30, 1996. (Incorporated by reference to
         Exhibit  10.13 to the  Registrant's  Form  10-KSB  for the  year  ended
         December 31, 1996)

10.12    Guarantee of Security  Agreement  executed by Chadmoore Wireless Group,
         Inc.,   in  favor  of  Motorola,   Inc.,   dated   December  30,  1996.
         (Incorporated  by reference to Exhibit 10.14 to the  Registrant's  Form
         10-KSB for the year ended December 31, 1996)

10.13    Restructuring  Agreement  Regarding  8%  Convertible  Debentures  dated
         September  19, 1997, by and between  Chadmoore  Wireless  Group,  Inc.,
         Cygni S.A., and Willora Registrant  Limited  (Incorporated by reference
         to Exhibit 10.12 to the  Registrant's  Form 8-K,  under Item 9, date of
         earliest event reported - September 19, 1997)

10.14    Transfer and Release  Agreement  effective  September  26, 1997, by and
         between  Chadmoore  Wireless  Group,  Inc.  and  LDC  Consulting,  Inc.
         (Incorporated  by reference to Exhibit 10.13 to the  Registrant's  Form
         8-K,  under Item 5, date of earliest  event  reported -  September  26,
         1997)

10.15    Certificate  of  Designation  of Rights and  Preferences of Convertible
         Preferred Stock Series B of the Registrant.  (Incorporated by reference
         to  Exhibit  4.5 to the  Registrant's  Form 8-K,  under Item 9, date of
         earliest event reported December 23, 1997)

10.16    Form of Stock Purchase  Warrant issued in connection  with the Series B
         8% Convertible Preferred Stock Offshore Subscription Agreement dated on
         or about December 10, 1997 (Incorporated by reference to Exhibit 4.6 to
         the  Registrant's  Form  8-K,  under  Item 9,  date of  earliest  event
         reported December 23, 1997)

10.17    Form of Series B 8% Convertible  Preferred Stock Offshore  Subscription
         Agreement  dated  on  or  about  December  10,  1997  (Incorporated  by
         reference to Exhibit 10.15 to the Registrant's  Form 8-K, under Item 9,
         date of earliest event reported - December 23, 1997)

10.18    Form of Amendment No. 1 to Offshore Subscription Agreement for Series B
         8%  Convertible  Preferred  Stock dated on or about  February  17, 1998
         (Incorporated  by reference to Exhibit 10.16 to the  Registrant's  Form
         8-K, under Item 9, date of earliest event reported - February 17, 1998)

10.19    Employment  Agreement between the Registrant and Robert Moore effective
         as of January 1, 1997  (Incorporated  by reference to Exhibit  10.21 to
         the Registrant's Form 10-KSB for the year ended December 31, 1997)*

10.20    Employment  Agreement  between the Registrant and Rick Rhodes effective
         as of December 10, 1998  (Incorporated by reference to Exhibit 10.20 to
         the Registrant's Form 10-KSB for the year ended December 31, 1998)*

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10.21    Investment  Agreement dated May 1, 1998, between the Registrant and REI
         (Incorporated  by  reference  to  Exhibit  10.1  of the REI  Form  8-K)
         (Incorporated  by reference to Exhibit 10.21 to the  Registrant's  Form
         10-KSB for the year ended December 31, 1998)

10.22    Registration   Rights  Agreement,   dated  May  2,  1998,  between  the
         Registrant  and REI  (Incorporated  by reference to Exhibit 10.2 of the
         REI Form 8-K)

10.23    Stock  Purchase  Warrant,  dated  May 1,  1998,  issued  to REI for the
         purchase of 4,000,000 shares of Common Stock (Incorporated by reference
         to Exhibit 10.3 of the REI Form 8-K)

10.24    Stock  Purchase  Warrant,  dated  May 1,  1998,  issued  to REI for the
         purchase  of  14,612,796  shares  of  Common  Stock   (Incorporated  by
         reference to Exhibit 10.4 of the REI Form 8-K)

10.25    Stock  Purchase  Warrant,  dated  May 1,  1998,  issued  to REI for the
         purchase  of  10,119,614  shares  of  Common  Stock   (Incorporated  by
         reference to Exhibit 10.5 of the REI Form 8-K)

10.26    Advisory  Agreement,  dated May 1, 1998, between the Registrant and REI
         (Incorporated by reference to Exhibit 10.7 of the REI Form 8-K)

10.27    Indemnification  Letter  Agreement,  dated  May 1,  1998,  between  the
         Registrant  and REI  (Incorporated  by reference to Exhibit 10.8 of the
         REI Form 8-K)

10.28    $8,775,000  Secured Promissory Note, dated March 2, 1999, issued by the
         Registrant  to GATX  (Incorporated  by reference to Exhibit 10.2 of the
         GATX Form 8-K)

10.29    $4,725,000  Secured Promissory Note, dated March 2, 1999, issued by the
         Chadmoore  Communications,  Inc. to GATX  (Incorporated by reference to
         Exhibit 10.3 of the GATX Form 8-K)

10.30    Security  Agreement,  dated March 2, 1999, between the Registrant,  its
         subsidiaries and GATX (Incorporated by reference to Exhibit 10.4 of the
         GATX Form 8-K)

10.31    Guarantee,   dated  March  2,  1999,   between  the   Registrant,   its
         subsidiaries and GATX (Incorporated by reference to Exhibit 10.5 of the
         GATX Form 8-K)

10.32    Warrant to Purchase  1,822,500  Shares of Common Stock,  dated March 2,
         1999, issued to GATX  (Incorporated by reference to Exhibit 10.6 of the
         GATX Form 8-K)

10.33    Aggreement  dated November 11, 1998,  engaging  Private Equity Partners
         LLC as financial advisors.  (Incorporated by reference to Exhibit 10.33
         to the Registrant's Form 10-KSB for the year ended December 31, 1998)

10.34    Agreement dated March 7, 1999,  engaging Private Equity Partners LLC as
         financial advisors.  (Incorporated by reference to Exhibit 10.34 to the
         Registrant's Form 10-KSB for the year ended December 31, 1998)

11.1     Calculation of Weighted Average Shares Outstanding

23.1     Consent of KPMG, LLP  (Incorporated by reference to Exhibit 23.1 to the
         Registrant's Form 10-KSB for the year ended December 31, 1998)

27.1     Financial Data Schedules, 1999

27.2     Financial Data Schedules, 1998

*  Indicates a management contract or compensatory plan or arrangement.

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(b)         Current Reports on Form 8-K

            August 2, 1999, announcing July 28, 1999 press release.

            August 2, 1999, announcing August 2, 1999 press release.


                                   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/ Robert W. Moore
                            ---------------------------
                            Robert W. Moore
                            President, Chief Executive Officer
                              and Principal Financial Officer

                             By: /s/ Rick D. Rhodes
                            ---------------------------
                            Rick D. Rhodes
                            Chief Regulatory Officer


                            Date: November 15, 1999





















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