UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 1999

                                       OR

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

For the transition period from ___________________ to ________________________

Commission File Number: 1-13002

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

Delaware                                    22-3281446
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

1719A Route 10, Suite 300, Parsippany, NJ   07054
-----------------------------------------   ------------------------------------
(Address of principal executive Offices)    (Zip Code)

       Registrant's telephone number, including area code: (973) 560-8000

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (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 |_|

As of September 30, 1999 there were 16,371,000 shares of the Registrant's Common
Stock outstanding.

<PAGE>

                        AQUIS COMMUNICATIONS GROUP, INC.

                               INDEX To Form 10-Q

                                                                            Page
                                                                            ----

Part I Financial Information:

Item 1 - Financial Statements

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

    Condensed Consolidated Statements of Operations for the
    Three and Nine Month Periods Ended September 30, 1999 and 1998.......      4

    Condensed Consolidated Statements of Cash Flows for the
    Nine Month Periods Ended September 30, 1999 and 1998.................      5

    Notes to Condensed Consolidated Financial Statements.................      6

Item 2 - Management's Discussion and Analysis of
           Financial Condition and Results of Operations.................     12

Item 3 - Quantitative and Qualitative Disclosures
           About Market Risks............................................     17

Part II  Other Information:

Item 2 - Changes in Securities...........................................     18

Item 4 - Submission of Matters to a Vote of Security Holders.............     18

Item 5 - Other Information...............................................     18

Item 6 - Exhibits and Reports on Form 8-K................................     19

Signature  ..............................................................     20

<PAGE>

AQUIS COMMUNICATIONS GROUP, INC. and SUBSIDIARIES

Condensed Consolidated Balance Sheets (Unaudited)

(Dollars in thousands, except share and per share data)

                                                     September 30,  December 31,
                                 ASSETS:                 1999          1998
                                                       --------      --------
Current assets:
  Cash                                                 $    352      $    --
  Accounts receivable, net of allowance
    for doubtful accounts of $946 at
    September 30, 1999 and $490 at
    December 31, 1998                                     5,450         2,061
  Inventory                                               1,850         2,076
  Prepaid expenses and other                              2,823         1,012
                                                       --------      --------
      Total current assets                               10,475         5,149

Fixed assets, net                                        10,029        10,107
Intangible assets, net                                   20,933        16,749
Deferred charges and other assets                         1,910           330
                                                       --------      --------

      Total assets                                     $ 43,347      $ 32,335
                                                       --------      --------

                              LIABILITIES:
Current liabilities:
  Accounts payable                                     $  6,780      $  1,769
  Accrued expenses                                        1,625           236
  Deferred revenue                                          968         1,033
  Customer deposits                                         570           577
  Current maturities of capital lease                       225            --
  Notes payable to stockholders                              --           520
                                                       --------      --------
      Total current liabilities                          10,168         4,135


Long term debt                                           25,315            --
Note payable                                                 --         4,150
Payable to Bell Atlantic Corp.
  and affiliates                                             --        18,535
Capital lease obligations, net of
  current maturities                                        986            --
                                                       --------      --------
      Total liabilities                                  36,469        26,820
                                                       --------      --------
Commitments and contingencies

                          STOCKHOLDERS' EQUITY:

Preferred stock, $0.01 par value, 1,000,000
  shares authorized, none issued                             --            --
Common stock, $0.01 par value, authorized -
  75,000,000 shares, 16,371,000 and
  8,892,000 shares issued and outstanding at
  September 30, 1999 and December 31, 1998,
  respectively                                              164            89
Additional paid in capital                               13,084         5,962
Accumulated deficit                                      (6,130)         (296)
Note receivable from stockholder                           (240)         (240)
                                                       --------      --------
      Total stockholders' equity                          6,878         5,515
                                                       --------      --------
      Total liabilities and stockholders' equity       $ 43,347      $ 32,335
                                                       ========      ========


See notes to condensed consolidated financial statements.                      3

<PAGE>

AQUIS COMMUNICATIONS GROUP, INC. and SUBSIDIARIES

Condensed Consolidated Statements of Operations (Unaudited)

(Dollars in thousands, except share and per share data)

<TABLE>
<CAPTION>
                                                             Predecessor                      Predecessor
                                                               Company                          Company
                                                             ------------                     ------------
                                             Three Months    Three Months    Nine Months      Nine Months
                                                Ended           Ended           Ended           Ended
                                             September 30,   September 30,   September 30,   September 30,
                                                 1999            1998            1999            1998
                                             ------------    ------------    ------------    ------------
<S>                                          <C>             <C>             <C>             <C>
Revenues:
  Paging services                            $      8,461    $      6,257    $     22,572    $     17,051
  Equipment sales                                     256             668             623           2,653
                                             ------------    ------------    ------------    ------------

Total revenues                                      8,717           6,925          23,195          19,704
                                             ------------    ------------    ------------    ------------

Operating expenses:
  Paging services                                   2,062           1,342           5,603           3,536
  Cost of equipment sales                             288             716             766           1,923
  Technical operations                              1,718             973           3,693           2,498
  Sales and marketing                               1,091             942           2,728           2,871
  General and administrative                        1,885           1,323           4,951           4,292
  Depreciation and amortization                     3,072           1,042           7,942           3,094
  Provision for doubtful accounts                     216             223             685             665
  Costs of abandoned business combination             355              --             355              --
                                             ------------    ------------    ------------    ------------

        Total operating expenses                   10,687           6,561          26,723          18,879
                                             ------------    ------------    ------------    ------------

Operating (loss) income                            (1,970)            364          (3,528)            825

Gain on disposal of paging equipment                   29              --              29              --
Interest expense, net                                (761)           (131)         (2,335)           (131)
                                             ------------    ------------    ------------    ------------

(Loss) income before income taxes                  (2,702)            233          (5,834)            694

Provision for income taxes                             --             (96)             --            (345)
                                             ------------    ------------    ------------    ------------

        Net (loss) income                    $     (2,702)   $        137    $     (5,834)   $        349
                                             ============    ============    ============    ============

Net loss per common share:
  - Basic and diluted                        $      (0.17)                   $      (0.43)
                                             ============                    ============

Weighted average common shares outstanding     16,371,000                      13,529,000
                                             ============                    ============
</TABLE>


See notes to condensed consolidated financial statements.                      4

<PAGE>

AQUIS COMMUNICATIONS GROUP, INC. and SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Unaudited)

(Dollars in thousands)

<TABLE>
<CAPTION>
                                                                         Predecessor
                                                                           Company
                                                                         -------------
                                                          Nine Months     Nine Months
                                                             Ended          Ended
                                                         September 30,   September 30,
                                                             1999            1998
                                                         -------------   -------------
<S>                                                        <C>            <C>
Cash flows from operating activities:
  Net (loss) income                                        $ (5,834)      $    349
  Adjustments to reconcile net (loss)
    income to net cash provided by operating activities:
      Amortization of original issue discount on notes           --             62
      Value ascribed to common stock issued to officer           --             22
      Depreciation and amortization                           7,942          3,094
      Deferred expenses                                         102           (632)
      Provision for doubtful accounts                           406            665
      Costs of abandoned business combination(s)                355             --
      Changes in assets and liabilities, net of
        business acquired:
        Accounts receivable                                  (2,967)          (861)
        Due from affiliates and intercompany transfers           --         (1,418)
        Inventory                                              (795)          (823)
        Prepaid expenses and other current assets              (329)          (318)
        Accounts payable and accrued expenses                 4,591          1,825
        Deferred revenues and customer deposits                (774)           113
                                                           --------       --------

        Net cash provided by operating activities             2,697          2,078
                                                           --------       --------
Cash flows from investing activities:
  Business acquisitions                                     (18,940)            --
  Capital expenditures                                       (1,171)        (3,288)
  Acquisition deposits                                       (1,322)          (500)
  Deferred business acquisition costs                        (1,027)          (369)
  Sale of fixed assets                                          470            404
                                                           --------       --------
        Net cash used in investing activities               (21,990)        (3,753)
                                                           --------       --------
Cash flows from financing activities:
  Proceeds from sale of common stock                                             7
  Proceeds from sale of notes to stockholders                    --            750
  Issuance of long term debt                                 25,315             --
  Repayment of notes payable to stockholders                   (520)            --
  Repayment of notes payable                                 (4,150)            --
  Repayment of capital lease obligations                     (1,608)            --
  Capital lease obligations incurred                          1,314             --
  Due to affiliates                                              --          1,075
  Deferred financing and other costs                           (706)          (110)
                                                           --------       --------
        Net cash provided by financing activities            19,645          1,722
                                                           --------       --------
Increase in cash                                                352             47
Cash, beginning of period                                        --             31
                                                           --------       --------
Cash, end of period                                        $    352       $     78
                                                           ========       ========
</TABLE>


See notes to condensed consolidated financial statements.                      5


<PAGE>

AQUIS COMMUNICATIONS GROUP, INC. and SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Dollars in thousands, except for share information)

1. Basis of Presentation:

      On March 31, 1999, a wholly owned subsidiary of Paging Partners
      Corporation ("Paging Partners"), merged with Aquis Communications, Inc.
      ("ACI") in a transaction accounted for as a reverse acquisition with ACI
      as the accounting acquirer (see Note 2). At such time, Paging Partners
      changed its name to Aquis Communications Group, Inc. (the "Company"). On
      June 15, 1999, a wholly-owned subsidiary of the Company entered into a
      stock purchase agreement with SunStar Communications, Inc. in transaction
      that was accounted for as a purchase (see Note 4).

      The accompanying unaudited condensed consolidated financial statements
      include the accounts of the Company and its subsidiaries, and reflect the
      aforementioned merger with Paging Partners (see Note 2) and the
      acquisition of SunStar Communications, Inc. (see Note 4), and the
      acquisition of the net assets of Bell Atlantic Paging, Inc. ("BAPCO" or
      the "Predecessor Company") (see Note 3) on December 31, 1998. These
      statements should be read in conjunction with the historical financial
      statements, and notes thereto, of ACI and BAPCO included in the Paging
      Partners Proxy Statement dated March 11, 1999. All material intercompany
      accounts and transactions have been eliminated in consolidation.

      The accompanying unaudited condensed consolidated financial statements
      reflect all adjustments considered necessary by management to present
      fairly the consolidated financial position as of September 30, 1999, and
      the consolidated results of operations and the consolidated cash flows for
      the three and nine month periods ended September 30, 1999 and 1998. The
      historical financial statements prior to March 31, 1999, are those of ACI.
      ACI had no operating activities prior to the acquisition of BAPCO on
      December 31, 1998. The statements of operations and of cash flows for the
      nine months ended September 30, 1998 have been derived from the financial
      statements of the Predecessor Company for such period. The Predecessor
      Company financial statements include allocations of certain Bell Atlantic
      Corporation ("Bell Atlantic") revenues and expenses. Management believes
      that these allocations are reasonable. However, the revenues and expenses
      allocated are not necessarily indicative of the costs that would have been
      incurred if the Predecessor Company had performed or procured these
      functions as a separate entity. All adjustments reflected in the
      accompanying unaudited condensed consolidated financial statements are of
      a normal recurring nature.

      The results of operations for the respective interim periods are not
      necessarily indicative of the results to be expected for the full year.

      Certain prior year amounts have been reclassified to conform to the
      current year presentation.

2. Merger and Recapitalization:

      On November 6, 1998, ACI entered into a merger agreement with Paging
      Partners and its wholly-owned subsidiary whereby each share of ACI common
      stock was exchanged for 88.92076 shares of Paging Partners' common stock
      (the "Merger"). The Merger was consummated on March 31, 1999, and has been
      accounted for as a recapitalization of Paging Partners with ACI as the
      acquirer (reverse acquisition) under the purchase method of accounting in
      accordance with Accounting Principles Board ("APB") Opinion No. 16,
      "Business Combinations." The aggregate purchase price of $6,071, which
      includes transaction costs, has been allocated to the net assets acquired
      based upon their estimated fair market values. The purchase price was
      determined by using the average quoted stock price of Paging Partners a
      few days before and after the date of the Merger. Intangible assets of
      approximately $4,400 (principally FCC licenses and customer lists) are
      being amortized over three to ten years on a straight-line basis. The
      assets and


Continued                                                                      6

<PAGE>

AQUIS COMMUNICATIONS GROUP, INC. and SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements, Continued

(Dollars in thousands, except for share information)

      liabilities recorded in connection with the purchase price allocation are
      based on preliminary estimates of fair value; actual adjustments will be
      based on final analyses of fair values that are currently in progress. No
      material changes between preliminary and final purchase price allocations
      are expected.

      The following unaudited pro forma information presents a summary of the
      combined results of operations of Paging Partners and the Predecessor
      Company as if the Predecessor Company Acquisition (see Note 3) and the
      Merger occurred on January 1, 1998.

                                                                   Predecessor
                                                    Company          Company
                                                  ------------     ------------
                                                  Nine Months       Nine Months
                                                     Ended            Ended
                                                  September 30,    September 30,
                                                      1999             1998
                                                  ------------     ------------
      Revenue                                       $ 25,469         $ 27,206
      Net loss                                      $ (6,179)        $ (5,617)

      Net loss per common share                     $  (0.38)

      The pro forma results are based on various assumptions and are not
      necessarily indicative of what would have occurred had these transactions
      been consummated on January 1, 1998.

3. Predecessor Company Acquisition:

      On December 31, 1998, ACI acquired the net assets of BAPCO and the paging
      frequencies and the paging network infrastructure owned by various Bell
      Atlantic operating telephone companies for approximately $29,200,
      including transaction costs. The acquisition was accounted for as a
      purchase in accordance with APB Opinion No. 16. The aggregate purchase
      price was allocated to the net assets acquired based on their estimated
      fair market values.

      Subsequent to the acquisition and during the quarter ended June 30, 1999,
      Bell Atlantic and ACI completed negotiations and settled certain
      post-closing disputes. These negotiations pertained to the reimbursement
      to BAPCO and assumption by ACI of certain liabilities in excess of amounts
      originally acknowledged by ACI, and resulted in ACI's assumption of
      certain additional current liabilities. On June 30, 1999, the Company paid
      the settlement amount in full and, in addition, exercised its negotiated
      right to prepay the outstanding balance of the purchase price at a
      significantly discounted amount. Funding for retirement of this debt was
      provided through the credit facility described in note 6. This settlement
      did not have a material effect on the Company's financial position or the
      results of its operations or cash flows.


Continued                                                                      7
<PAGE>

AQUIS COMMUNICATIONS GROUP, INC. and SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements, Continued

(Dollars in thousands, except for share information)

4. Mergers and Acquisitions:

   SunStar Communications, Inc.:

      On June 15, 1999, a wholly-owned subsidiary of the Company, entered into a
      Stock Purchase Agreement (the "Agreement") with SunStar Communications,
      Inc. ("SunStar"), an Arizona corporation and SunStar One, LLC., an Arizona
      limited liability company. SunStar sells secure internet services over an
      intelligent private network, provides dial-up internet access services to
      corporate and individual subscribers and can provide enhanced security
      standards for user authentication. SunStar currently provides access
      services to nearly 900 internet users. Pursuant to the Agreement, SunStar
      Communications, Inc. became a wholly-owned subsidiary of the Company.
      Total consideration paid was $275 cash and 1,150,000 shares of the
      Company's common stock. The aggregate purchase price, including
      transaction costs, has been allocated to the net assets acquired based on
      their estimated fair market values. Intangible assets of approximately
      $2,002 are being amortized on a straight-line basis over three to not more
      than 10 years. Any adjustments, which are not expected to be material,
      will be based on final analysis of fair values, which is currently in
      progress. Neither the assets, revenues nor results of operations of
      SunStar were material to those of the Company. However, taken as an
      aggregate total, this purchase and the other pending acquisitions could be
      material if a sufficient number of these transactions are completed.

      Pursuant to the Agreement, the Company and SunStar One, LLC entered into a
      Registration Rights Agreement under which the Company agreed to register
      the shares, under the Securities Act of 1933, issued to SunStar One LLC by
      December 31, 1999.

5. Business Developments:

   ABC Paging:

      On September 28, 1999, Aquis Wireless Communications, Inc. ("Wireless"),
      formerly known as Aquis Communications, Inc., a wholly-owned subsidiary of
      Aquis Communications Group, Inc., along with its parent, entered into an
      Asset Purchase Agreement (the "Agreement") with ABC Cellular Corporation
      and ABC Paging, Inc., both Florida corporations (collectively "ABC"). ABC
      services about 38,000 paging units in South Florida. The closing is
      subject to financing and FCC and other approvals, certain conditions that
      must be met prior to closing, and provides for cash consideration of
      $2,750, subject to certain adjustments. This transaction will be accounted
      for as a purchase, and the consideration paid will be allocated first, to
      the net tangible assets acquired based on their approximate fair market
      values, then, any excess will be allocated to FCC licenses, subscriber
      lists, goodwill and other intangible assets. ABC's assets, revenues and
      results of operations are not material in relation to those of the
      Company.

   Francis Communications:

      On June 10, 1999, Wireless, along with its parent, entered into an Asset
      Purchase Agreement with Francis Communications Texas, Inc., a Texas
      corporation, and Francis Communications I, Ltd., an El Paso based Texas
      limited partnership. As of June 30, 1999, this partnership was expected to
      provide paging services to approximately 24,000 paging units in the El
      Paso, Las Cruces and Juarez, Mexico metropolitan areas. The transaction
      includes conditions precedent to the closing, the fulfillment of which is
      presently in dispute. The Company has indicated its willingness to close
      this transaction if the parties could agree to an appropriate reduction of
      the current purchase price of $4,000 cash and 100,000 shares of the
      Company's common stock. The parties are currently re-evaluating and
      re-negotiating the purchase price and have


Continued                                                                      8
<PAGE>

AQUIS COMMUNICATIONS GROUP, INC. and SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements, Continued

(Dollars in thousands, except for share information)

      agreed to refrain from making a final determination or initiating any
      legal action pending an emergency meeting of the Company's Board of
      Directors scheduled for November 16, 1999.

   Intelispan, Inc.:

      On November 8, 1999, the Company announced the termination of discussions
      concerning the June 21, 1999 Memorandum of Understanding to merge with
      Intelispan, Inc., a business based in Scottsdale, Arizona. Intelispan
      provides secure virtual private global network access and public key
      infrastructure ("PKI") services to its subscribers. Costs to identify,
      evaluate, and negotiate the merger with Intelispan have been written off
      in the current quarter in the amount of $355.

   COMAV Corporation:

      The Company and Wireless have entered into an Agreement and Plan of Merger
      (the "Merger Agreement"), dated as of October 1, 1999, with COMAV
      Corporation, a northeastern facilities-based local exchange carrier and
      reseller of long distance telephone services. The Merger Agreement was
      approved by the shareholders of COMAV on November 9, 1999. This
      transaction is subject, among other conditions, to the procurement of
      financing to fund COMAV's operations. To date, the Company has funded
      COMAV's operations to the extent of $155.

   SourceOne Wireless, Inc. Management Agreement:

      On August 2, 1999, the Company entered into an Asset Purchase Agreement
      (the "Purchase Agreement") and Agreement Pending Purchase Closing (the
      "Agreement") with SourceOne Wireless, Inc. and two of its affiliates
      ("SOWI"). SOWI and its affiliates filed voluntary petitions for relief
      under Chapter 11 with the United States Bankruptcy Court in the Northern
      District of Illinois between April 29 and July 2, 1999. SOWI provides
      facilities-based one-way paging services to subscribers in certain
      midwestern states that are specified in this Agreement. The Agreement
      provides that ACI will manage the day-to-day operations of certain SOWI
      businesses pending closing of the associated Purchase Agreement. This
      closing is subject to various approvals, including that of the Bankruptcy
      Court and the FCC. Recently concluded negotiations have resulted in a
      reduced purchase price of $2,250 in cash and $1,500 in shares of the
      Company's 7.5% cumulative preferred stock. In the event that the Purchase
      Agreement cannot be closed, then ACI will return control of these
      operations to SOWI and will receive a $375 break-up fee. ACI's management
      fees are based on profits generated from operations, changes in subscriber
      receivables and certain other factors related to working capital changes.
      Net estimated realizable fees earned during the current period were $85.

   Other:

      The Company has made various refundable earnest money deposits totaling
      $1,322 related to pending acquisitions at September 30, 1999, and has
      included this sum in prepaid and other current assets. The aggregate
      effect of the pending business combinations could have a material effect
      on the Company's results of operations and financial condition.

6. Long-Term Debt:

      On October 23, 1998, ACI entered into a five-year term loan agreement with
      FINOVA Capital Corporation ("FINOVA") which provides a $30,000 credit
      facility. The facility consists of an initial loan of $20,000, a $500 loan
      for the Merger funded at the Merger date (the "Merger Loan"), an
      additional loan in an amount up to $1,500 to be drawn down at the
      Company's request (the "Subsequent Loan"), and an acquisition line


Continued                                                                      9
<PAGE>

AQUIS COMMUNICATIONS GROUP, INC. and SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements, Continued

(Dollars in thousands, except for share information)

      of credit, approximately $4,700 of which has not been utilized. The
      initial, Merger and Subsequent Loans have been drawn in full. The FINOVA
      loan has a term of five years at an interest rate based on Citibank,
      N.A.'s corporate base rate plus 175 basis points. The Company may also
      elect to have interest on a part of the FINOVA loan based on a London
      Inter-Bank Official Overnight Rate plus 425 basis points. Repayments of
      principal are scheduled to begin on July 1, 2000, and are required
      quarterly. A final balloon payment is scheduled for December 31, 2003.
      This term loan is secured by all of the Company's assets, presently owned
      and acquired subsequently, and all issued and outstanding capital stock
      and warrants, options and other rights to acquire capital stock of ACI.
      This loan agreement also contains various covenants, including
      restrictions on capital expenditures and compliance with certain financial
      ratios.

      In addition, the Company refinanced the capital lease obligations due to
      Motorola, which were assumed as a result of the merger with Paging
      Partners. Terms of the new obligation include a principal amount of
      $1,300, a 60-month repayment schedule, an interest rate indexed to the
      yield for five year Treasury Notes, and a security interest in the
      underlying equipment.

      In connection with the termination of the merger negotiations with
      Intelispan, costs that were previously capitalized have now been charged
      against current period earnings. The Company's lender has modified certain
      financial covenants contained in the loan agreement to exclude up to $360
      of costs written off in connection with the Intelispan termination when
      computing "Net Income" as defined in the loan agreement. The revised
      covenant calculation is applicable for all relevant periods affected by
      these costs.

7. Income Taxes:

      The Company incurred operating losses for both book and tax purposes
      during the periods presented for 1999. A valuation allowance has been
      provided in the full amount of the tax benefits that may arise from future
      possible utilization of these net operating losses ("NOLs"). NOLs
      available to offset future Federal taxable income total approximately
      $13.6 million and will expire between 2009 and 2014.

8. Net Loss per Common Share:

      The Company has adopted Statement of Financial Accounting Standards No.
      128, "Earnings per Share", which requires a dual presentation of basic and
      diluted earnings per share ("EPS"). Basic EPS is based on the weighted
      average number of shares outstanding during the periods presented. Diluted
      EPS reflects the potential dilution that could occur if options, warrants,
      convertible securities or other contracts requiring the issuance of common
      stock were converted into common stock during the periods presented. The
      Company has not presented diluted EPS because the effect would be
      anti-dilutive.


Continued                                                                     10
<PAGE>

AQUIS COMMUNICATIONS GROUP, INC. and SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements, Continued

(Dollars in thousands, except for share information)

9. Supplemental Cash Flow Data:

   Businesses Acquired:

      During the current year, the Company has acquired two businesses as
      described in notes 2 and 4. Consideration paid consisted primarily of
      non-cash assets, as follows:

      Fair value of assets acquired                             $ 11,217
      Liabilities assumed                                         (3,262)
      Exchange of common stock                                    (7,197)
      Accrued transaction costs                                     (183)
                                                                --------

      Cash paid                                                      575
      Less: cash acquired                                            170
                                                                --------
      Net cash paid                                             $    405
                                                                ========

      The Company has paid cash for interest during the nine months ended
      September 30, 1999 in the amount of $1,874 and has also paid other fees to
      obtain its funding and for letters of credit in the amount of $298.


Continued                                                                     11

<PAGE>

AQUIS COMMUNICATIONS GROUP, INC.

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

(Dollars in thousands)

Organization and Basis of Presentation

On March 31, 1999 a wholly-owned subsidiary of Paging Partners Corporation
("Paging Partners") merged with Aquis Communications, Inc. ("ACI") in a
transaction accounted for as a reverse acquisition with ACI as the accounting
acquirer (see Note 2 to the condensed consolidated financial statements). At
such time, Paging Partners changed its name to Aquis Communications Group, Inc.
(the "Company"). ACI had no operating activities prior to the acquisition of the
Bell Atlantic paging business ("BAPCO" or the "Predecessor Company"), on
December 31, 1998. See Note 3 to the condensed consolidated financial
statements. The historical financial results of operations prior to March 31,
1999 are those of ACI. The financial statements for the nine-month period ended
September 30, 1998 have been derived from the financial statements of the
Predecessor Company for such period, and include certain reclassifications to
enable uniform accounting presentations for the periods presented. See the
columns denoted "ACI" and the "Predecessor Company" representing the successor
periods and predecessor periods, respectively, in the statements of operations
and of cash flows for the nine-month periods ended September 30, 1999 and 1998,
included in this report.

The results of operations of the Predecessor Company for the nine-month period
ended September 30, 1998 include certain revenues and expenses allocated by Bell
Atlantic Corporation and its affiliates ("Bell Atlantic"). The provision for
income taxes was allocated to the Predecessor Company as if it were a separate
taxpayer. Also, certain employee benefit costs were allocated based on staffing
levels. Accordingly, the results of operations and financial position of the
Predecessor Company may not be the same as would have occurred had the
Predecessor Company been an independent entity and operated by ACI management.

This discussion should be read in conjunction with the condensed consolidated
financial statements of the Company and the notes thereto.

General

The Company markets one-way paging service and equipment to customers directly
and through resellers. The Company also offers its customers both customer owned
and maintained equipment or lease options for equipment. In addition, with the
acquisition of SunStar Communications, Inc. (see footnote 4 to the condensed
consolidated financial statements), the Company began offering both secure and
general dial-up internet access services effective July 1, 1999.

During the three and nine months ended September 30, 1999, the Company generated
approximately 93% and 94%, respectively, of its revenue from fixed periodic fees
for paging services that are not generally dependent on usage. To a smaller
extent, revenue is also earned from certain usage-based services provided
primarily to resellers and from sales of pagers. Consequently, the ability to
recover initial operating, selling and marketing costs and to achieve
profitability is dependent on the average duration of each customer's
subscription period. For as long as a subscriber continues to utilize the
service, operating results benefit from the recurring fixed fee payments without
the requirement of any incremental selling expenses. Conversely, customer
disconnections adversely affect operating results. Each month a percentage of
existing customers have their service terminated for reasons including failure
to pay, dissatisfaction with service or coverage limitations, and switching to
competing service providers. The average of the monthly disconnection rates (not
weighted and excluding the effects from the Paging Partners subscriber base) for
the nine month periods ended September 30, 1999 and 1998, were 3.3% and 2.8%,
respectively. Including the stabilizing effects of the Paging Partners reseller
base added April 1, the churn rate was 2.6% for the nine months in 1999.


Continued                                                                     12
<PAGE>

AQUIS COMMUNICATIONS GROUP, INC.

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

(Dollars in thousands)

Revenues

Paging service revenues for the nine-month periods ended September 30, 1999 and
1998 were $22,572 and $17,051, respectively, an increase of approximately
$5,521, or more than 32%. Similarly, services revenues of $8,461 in the three
months ended September 30, 1999 increased by $2,204, or about 35%, over revenues
of $6,257 during the three months of the year-earlier period. The increases in
service revenues for both periods was attributable to the increase in the number
of subscribers, resulting primarily from growth via the March 31, 1999 Paging
Partners merger. Partially offsetting these increases were decreases in revenues
from equipment sales of $412 and $2,030 during the three and nine month periods,
respectively. The decreases were due to lower per-unit sale prices attributable
to certain promotions initiated by the Company in 1999, and fewer units sold due
to a smaller average sales force in the current year and a reduction in billings
to terminated customers for unreturned units.

Cost of Paging Services

Cost of service consists principally of fees paid to third party carriers, and,
to a lesser extent, to message dispatch companies. Third party carriers are
utilized when a customer requires service outside of ACI's service area, and are
most commonly used to provide nationwide coverage. Increases in costs of such
services were incurred in the amounts of $720 and $2,067 during the three and
nine month periods, respectively. The increases are attributable to customer
growth, and an increase in customer demand for services such as wide-area,
nationwide, alphanumeric, and message dispatch services.

Cost of Equipment Sales

The cost decrease of $457 during the current three-month period was primarily
due to a decrease in the number of units sold and, to a lesser extent, lower
vendor prices. During the nine-month periods a decrease was also realized, in
the amount of $1,186, which is attributable to the same factors. The decrease in
comparative gross profit margins during the nine month periods is primarily the
result of the Predecessor Company's practice of billing terminated customers for
unreturned units on an unreserved basis, rather than writing such units off, net
of units actually recovered.

Technical Operations

Technical operating expenses include transmission site rentals, telephone
interconnect services and the costs of network maintenance and engineering.
These expenses totaled $1,718 and $3,693 in the three and nine-month periods
ended September 30, 1999, respectively, as compared to $973 and $2,498 in the
year-earlier periods. The elimination of the 1998 Bell Atlantic network
allocations was offset by external unsubsidized third party rates and costs for
transmitter and terminal site rents, telephone company access charges, and
personnel costs in the current year periods. In addition, incremental costs were
required to operate and maintain the Company's expanded network resulting from
the merger with Paging Partners on March 31, 1999.

Sales and Marketing

Selling and marketing include the cost to acquire and retain subscribers,
operating costs associated with the sales and marketing organizations, and other
advertising and marketing expenses. These costs decreased approximately 5%
during the nine-month periods ended September 30, 1999 in comparison to the
corresponding period ended in 1998. These decreases resulted from a reduction in
salary, benefit and commission expense in 1999 as a result of a smaller average
sales force and related lower commissionable sales volume and travel costs.
These cost savings


Continued                                                                     13
<PAGE>

AQUIS COMMUNICATIONS GROUP, INC.

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

(Dollars in thousands)

were partially offset by an increase in print advertising expenses. For the
three-month periods ended September 30, 1999 and 1998, costs increased almost
16% as a result of the openings of additional sales offices in more desirable
locations, a small corresponding increase in sales and support staff and related
sales office and selling costs.

General and Administrative

General and administrative expenses include costs associated with customer
service, field administration and corporate headquarters. As a percentage of
revenue, these costs were held steady over the comparative nine-month periods at
21.3% and 21.8% for 1999 and 1998, respectively. For the three-month periods,
costs increased from 19.1% of revenues in 1998 to 21.6% in 1999. However,
comparison of these expenses is not necessarily meaningful because the
Predecessor Company amounts were based on cost allocations, rather than actual
direct costs, to Bell Atlantic. Comparison of the nine-month periods ended
September 30, 1999 and 1998 include a 2% increase in employment costs and
increased facility and insurance costs partially offset by a significant
decrease in billing costs.

Depreciation and Amortization

Depreciation and amortization in both current periods increased over those
recorded during corresponding periods in 1998. Bell Atlantic, the Predecessor
Company, recorded the cost of the use of the network and communications
operating assets through intercompany charges from the affiliated operating
telephone companies that owned the assets during 1998. In substance, the
Predecessor Company leased these assets while the Company, as owner and
operator, allocates their costs to operations through depreciation and
amortization charges. The increases in depreciation and amortization are also
attributable to the higher values allocated to the assets upon their acquisition
from the Bell Atlantic companies and through the merger with Paging Partners.
Pursuant to both acquisitions, tangible and intangible assets were valued at
their then-current fair market values, which was in excess of the historical
costs recorded previously.

Abandoned Business Combination

On November 8, 1999, the Company announced the termination of discussions
concerning the June 21, 1999 Memorandum of Understanding to merge with
Intelispan, Inc. Current period earnings have been charged for previously
capitalized related costs.

Interest Expense

Interest expense in the current three and nine-month periods of $761 and $2,336,
respectively, includes interest on ACI's five year term loan with FINOVA Capital
Corporation ("FINOVA"), and additional fees and first-quarter charges of $298
related to letters of credit used in connection with the Company's mergers and
acquisitions. Operations of the Predecessor Company were financed by its parent
company, and as a result, the prior period results reflect only those financing
charges related to the Company's development and acquisition activities
conducted during 1998.

Provision for Income Taxes

The provision for income taxes decreased in the current periods as a result of
ACI's operating loss for book and tax purposes. During the prior period, the
income and expenses of the Predecessor Company were included in the consolidated
Federal and certain combined state income tax returns of its parent and the
prior year provisions for


Continued                                                                     14
<PAGE>

AQUIS COMMUNICATIONS GROUP, INC.

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

(Dollars in thousands)

income taxes have been calculated on a separate return basis herein. See also
footnote 7 to the condensed consolidated financial statements.

Liquidity and Capital Resources

The Company is currently financing its operations primarily through cash
generated by operating activities, although operations have historically
required substantial capital investment for the procurement of subscriber units.
During 1998, this investment was funded by BAPCO's ultimate parent, Bell
Atlantic.

The Company's sales plans include increased emphasis on COAM (customer owned and
maintained) service, rather than leased paging service. However, there can be no
assurance that the communications marketplace will allow the Company to continue
to avoid substantial future investments in paging units and the related capital
spending requirements while continuing to meet its growth targets.

The Company has been financing its business acquisitions through the issuance of
its common stock and through a credit facility with FINOVA designed for this
purpose. The loan agreement with FINOVA provides 1) a $20,000 term loan which
was used for the acquisition of BAPCO, 2) a $500 loan funded at the BAPCO
closing date, 3) an additional loan, not to exceed $1,500 (the "Subsequent
Loan"), which was used primarily to pay all remaining outstanding debt to Bell
Atlantic and affiliates related to this acquisition, and 4) an acquisition line
of credit of $8,000. Approximately $4,700 of this facility remains unutilized.
If the Company continues to make acquisitions, additional sources of financing
will be required.

Net cash provided by operating activities for the current and prior periods was
$2,697 and $2,078, respectively. The increased operating cash flow in the
current period was primarily the result of improved operating results from a
larger subscriber base and related economies of scale.

Net cash used in investing activities for the current period consisted primarily
of $18,535 paid by ACI for the acquisition of the Predecessor Company and
additional net cash payments totaling $405 for the acquisitions of Paging
Partners and SunStar Communications. See Notes 2, 3 and 4 to the condensed
consolidated financial statements. In addition, net cash paid in the amount of
$1,171 in the current period and $3,288 in the prior period were for the
purchase of capital assets, principally rental pagers and data processing
equipment. Finally, as of September 30, 1999, the Company had invested $2,629 in
targeted business combinations, including $280 invested in 1998. During the
current nine months, $1,027 was invested in the identification, investigation
and evaluation of various potential target companies, the acquisitions of which
were pending at that date, as well as deposits of $1,322 toward those
acquisitions.

Net cash of $19,645 was provided by financing activities in the current period
and consisted primarily of $25,315 of financing received from FINOVA. This
funding was used to complete the BAPCO acquisition. In addition, the Motorola
capital lease obligation assumed in connection with the Paging Partners merger
was refinanced under the terms of a separate five-year capital lease provided by
FINOVA.

During periods prior to 1999, Bell Atlantic used a centralized cash management
system to finance its operations and the operations of its subsidiaries. During
1998, cash deposits from BAPCO's business were transferred to Bell Atlantic on a
daily basis and Bell Atlantic funded the BAPCO disbursement bank accounts as
required.

The Company uses its working capital to finance ongoing service operations, to
fund marketing and sales activities, and to meet equipment requirements and
retention costs for subscriber growth and maintenance. The Company


Continued                                                                     15
<PAGE>

AQUIS COMMUNICATIONS GROUP, INC.

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

(Dollars in thousands)

plans to continue these efforts, as well as to invest in strategic
value-oriented business acquisitions. The Company expects that available cash,
cash provided by operations and its existing available credit facilities will be
sufficient for these purposes for the foreseeable future.

Year 2000

Until recently, many computer programs were written using two digits as a
memory-saving measure rather than four digits to define the applicable year in
the twentieth century. Such software may recognize a date using "00" as the year
1900 rather than the year 2000. During 1998, BAPCO had begun the process of
defining, assessing and converting various internal computer programs and
systems to ensure that these Information Technologies will be Year 2000 (Y2K)
compliant. At December 31, 1998, ACI assumed all responsibility for Bell
Atlantic's previously initiated Y2K efforts.

The Company has divided its Y2K efforts into two primary areas: its
administrative and network systems, and third party vendors.

The administrative and network systems consist of software and hardware systems
that were a combination of internally developed software and third party
software and hardware. ACI's approach has been to:

1.    Create an inventory of items to be assessed, then to prioritize these by
      their criticality to operations;

2.    Assess their readiness through testing;

3.    Plan and implement corrective actions; and

4.    Develop contingency plans.

As of March 31, 1999, the Company had substantially completed the inventory and
prioritization of items. The Company substantially completed testing of back
office systems in the second quarter and has engaged third party consultants to
further evaluate remediation requirements for external networks, transmission
and switching systems. The Company expects that critical hardware and software
systems will either be replaced or be Y2K ready by December 31, 1999.
Contingency plans have been developed, to mitigate, to the extent possible, the
effects of any significant Year 2000 problem that is not corrected. These plans
are monitored and adjusted as developing circumstances may require.

To address the second phase of its Y2K preparations, the Company has initiated
communications with third party vendors to determine that the vendors'
operations and the products and services they provide are Y2K compliant. In the
event that these third parties are not Y2K compliant, the Company will seek
alternative sources of supplies or services. However, such failures remain a
possibility and could have an adverse impact on the Company's results of
operations or financial condition.

The total costs associated with required modifications to become Y2K compliant
are estimated to be $200 to $250. The total amount expended or committed on Y2K
remediation, including expenditures by the Predecessor Company, through the
current date approximated $200, which related to the cost to repair software and
related hardware problems.

The above expectations are subject to uncertainties. For example, if the Company
is unsuccessful in identifying or fixing all Y2K problems in its critical
operations, or if the Company is affected by the inability of suppliers or major
customers to continue operations due to such a problem, the Company's results of
operations, liquidity, and financial condition could be materially impacted.


Continued                                                                     16
<PAGE>

AQUIS COMMUNICATIONS GROUP, INC.

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

(Dollars in thousands)

Seasonality

Pager usage is slightly higher during the spring and summer months, which is
reflected in higher incremental usage fees. Retail sales were subject to
seasonal fluctuations that affect retail sales generally. Otherwise, the results
were generally not significantly affected by seasonal factors.

Forward-looking Statements

Future revenues, costs, product mix and new product acceptance are all
influenced by a number of factors which are inherently uncertain and difficult
to predict. Therefore, no assurance can be given that financing for such
investments will be available. In addition, no assurance can be given that the
Company's operations will generate positive cash flows.

This Management's Discussion and Analysis of Financial Condition and Results of
Operations contain forward-looking statements made by the Company's management
that are based on current expectations, estimates and projections about the
industries in which the Company operates and management's beliefs and
assumptions. In addition, other written or oral statements which constitute
forward-looking statements may be made by or on behalf of the Company. Words
such as "expects," "anticipates," "intends," "plans," "believes," "seeks,"
"estimates," or various of such words and similar expressions are intended to
identify such forward-looking statements. These statements are not guarantees of
future performance and involve certain risks, uncertainties and assumptions
which are difficult to predict. Therefore, actual outcomes and results may
differ materially from what is expressed or forecasted in such forward-looking
statements. The Company undertakes no obligation to update publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise.

Subsequent to the acquisition of BAPCO, ACI began to operate the paging
business, and its views and objectives of how to operate the business may differ
from those of BAPCO management.

Item 3 - Quantitative and Qualitative Disclosures about Market Risk

As of September 30, 1999, the Company had more than $25,300 of floating-rate
debt outstanding. The Company's management believes the interest rate risk
represented by this debt is not material in relation to the market
capitalization of the Company.

The Company has not, and does not plan to, enter into any derivative financial
instruments for trading or speculative purposes. As of June 30, 1999, the
Company had no other significant material exposure to market risk.


Continued                                                                     17
<PAGE>

AQUIS COMMUNICATIONS GROUP, INC.

PART II OTHER INFORMATION

(Dollars in thousands)

Item 2 - Changes in Securities.

Consideration paid for the acquisition of SunStar Communications, Inc. included
1,150,000 (one million one hundred fifty thousand) shares of common stock issued
to certain stockholders of SunStar. This issuance was made pursuant to the
exemption from registration under Section 4 (2) of the Securities Act on the
basis that it did not involve an offering to the public. The Company expects to
include these shares in a shelf registration in accordance with the Registration
Rights Agreement signed as part of this acquisition.

Item 4 - Submission of Matters to a Vote of Security Holders.

      (a)   A Special Meeting of Shareholders (the "Meeting") was held on July
            29, 1999.

      (b)   Not applicable

      (c)   The proposals voted upon, and the votes cast, were as follows:

            1.    To approve an increase in the number of authorized shares of
                  the Company's common stock from 29,000,000 to 75,000,000.

                         FOR                 AGAINST               ABSTAIN
                         ---                 -------               -------

                      13,090,046             349,284                9,400

            2.    To ratify the selection of PricewaterhouseCoopers, LLC as
                  independent public accountants and auditors for the 1999
                  fiscal year.

                         FOR                 AGAINST               ABSTAIN
                         ---                 -------               -------

                      13,447,730               1,000                  -0-

Item 5 - Other Information.

Reference is made to the Issuer's Report on Form 8-K filed with the Commission
on April 15, 1999. A hearing before a Listing Qualification Panel designated by
Nasdaq was held on April 29, 1999 with respect to the Issuer's request for
continued listing on the Nasdaq SmallCap Market. In a written notice dated July
21, 1999, the Issuer was notified of the Panel's decision to continue the
listing of the Company's securities on the Nasdaq SmallCap Market. This
notification was subject to review by the Nasdaq Listing and Hearing Review
Council within 45 days of its issuance. The Council has not qualified its
decision to permit continued listing of the Company's shares.


Continued                                                                     18
<PAGE>

AQUIS COMMUNICATIONS GROUP, INC.

PART II OTHER INFORMATION, Continued

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

      (a)   Exhibits Included Within:

            (10.1)  Asset Purchase Agreement dated September 28, 1999 by and
                    among Aquis Wireless Communications, Inc., Aquis
                    Communications Group, Inc., ABC Cellular Corporation and
                    ABC Paging, Inc.

            (27)    Financial Data Schedule

      (b)   Reports on Form 8-K

            There were no items to report on Form 8-K during this period.


Continued                                                                     19

<PAGE>

AQUIS COMMUNICATIONS GROUP, INC.

SIGNATURE

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

Signature                   Title                              Date
---------                   -----                              ----

/s/ D. Brian Plunkett       Chief Financial and Accounting     November 15, 1999
-----------------------       Officer
D. Brian Plunkett


Continued                                                                     20