================================================================================

                     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, 2001

                                       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 small business issuer 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 12, 2001 ISSUER HAD 45,700,172 SHARES OF COMMON STOCK, $.001 PAR
VALUE, OUTSTANDING.

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

PART I - FINANCIAL INFORMATION                                              PAGE

ITEM 1.  FINANCIAL STATEMENTS

         Consolidated Balance Sheets as of  September 30, 2001 (unaudited)    3
          and December 31, 2000

         Consolidated Statements of Operations for the three and nine months  4
          ended September 30, 2001 and 2000 (unaudited)

         Consolidated Statements of Cash Flows for the nine months ended      5
          September 30, 2001 and 2000 (unaudited)

         Condensed Notes to Interim Consolidated Financial Statements      6-11

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND PLAN OF OPERATIONS                                           12-16

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS                                                   17

ITEM 6.  EXHIBITS AND CURRENT REPORTS ON FORM 8-K                            17

SIGNATURES                                                                   18
<PAGE>
<TABLE>
<CAPTION>
                 CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheets
                    (amounts in thousands, except share data)


                                                                              September 30,      December 31,
                                                                                   2001              2000
                                                                               (Unaudited)
                                                                              ---------------   ----------------
<S>                                                                           <C>               <C>
                                     ASSETS
    Current assets:
          Cash                                                                    $    245         $      108
          Accounts receivable, net                                                     489              1,097
          Other receivables, net                                                        53                188
          Inventory                                                                    448                496
          Other current assets                                                          95                 45
                                                                              ---------------   ----------------
                   Total current assets                                              1,330              1,934

    Property and equipment, net                                                     11,504             12,938
    Intangible assets, net                                                          34,146             33,963
    Other non-current assets, net                                                    2,839              2,909
                                                                              ---------------   ----------------
                   Total assets                                                 $   49,819       $     51,744
                                                                              ===============   ================

                    LIABILITIES, REDEEMABLE PREFERRED STOCK
                           AND SHAREHOLDERS' DEFICIT

    Current liabilities:
          Current maturities of long-term debt                                   $  36,124       $     12,445
          Accounts payable and accrued liabilities                                   6,446              4,552
          Unearned revenue                                                             371                876
          Other current liabilities                                                     10                 33
                                                                              ---------------   ----------------
                   Total current liabilities                                        42,951             17,906
    Long-term debt                                                                  17,064             33,771
                                                                              ---------------   ----------------
                   Total liabilities                                                60,015             51,677

    Minority interests                                                               1,098              1,171

    Commitments and contingencies

    Redeemable preferred stock:
          Series C, 4% cumulative, 10,119,614 shares issued and
             outstanding                                                             2,821              2,201
    Shareholders' deficit:
          Preferred stock, $.001 par value, authorized 40,000,000 shares               -                  -
          Common stock, $.001 par value, authorized 100,000,000 shares,
             45,700,172 shares issued and outstanding,                                  46                 46
          Additional paid-in capital                                                68,958             69,539
          Accumulated deficit                                                      (83,119)           (72,890)
                                                                              ---------------   ----------------

                   Total shareholders' deficit                                     (14,115)            (3,305)
                                                                              ---------------   ----------------
                   Total liabilities, minority interests, redeemable
                   preferred    stock and shareholders' deficit                 $   49,819       $     51,744
                                                                              ===============   ================
</TABLE>

See accompanying condensed notes to unaudited interim consolidated financial
statements.

                                       3
<PAGE>
<TABLE>
<CAPTION>
                 CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                 Unaudited Consolidated Statements of Operations
             (amounts in thousands, except share and per share data)

                                              For the Three Months ended       For the Nine Months Ended
                                              --------------------------       -------------------------
                                             September 30    September 30    September 30     September 30
                                                 2001            2000            2001             2000
                                                 ----            ----            ----             ----
<S>                                         <C>             <C>             <C>              <C>
Revenues:
        Service revenue                       $   1,082       $   1,828        $   3,800       $   5,145
        Equipment sales and maintenance              18             116               61             535
                                            --------------- --------------- ---------------- ---------------
           Total revenues                         1,100           1,944            3,861           5,680
                                            --------------- --------------- ---------------- ---------------

Cost of sales:
        Cost of service revenue                     552             492            1,661           1,385
        Cost of equipment sales
          and maintenance                            44              64               59             288
                                            --------------- --------------- ---------------- ---------------
           Total cost of sales                      596             556            1,720           1,673
                                            --------------- --------------- ---------------- ---------------

Gross margin                                        504           1,388            2,141           4,007
                                            --------------- --------------- ---------------- ---------------

Operating expenses
        Selling, general and administrative       1,961           3,060            5,755           8,740
        Depreciation and amortization               613             559            1,812           1,659
                                            --------------- --------------- ---------------- ---------------
           Total operating expenses               2,574           3,619            7,567          10,399
                                            --------------- --------------- ---------------- ---------------
Loss from operations                             (2,070)         (2,231)          (5,426)         (6,392)
                                            --------------- --------------- ---------------- ---------------

Other expense:
        Minority interest in earnings               (47)            (65)            (175)           (194)
        Interest expense, net                    (1,876)         (1,263)          (4,558)         (3,710)
        Other                                       (68)             87              (70)             62
                                            --------------- --------------- ---------------- ---------------

Net loss                                         (4,061)         (3,472)         (10,229)        (10,234)
Redeemable preferred stock
  dividend and accretion                           (193)           (135)            (620)           (459)
                                            --------------- --------------- ---------------- ---------------

Loss applicable to common shareholders        $  (4,254)      $  (3,607)      $  (10,849)     $  (10,693)
                                            =============== =============== ================ ===============

Basic and diluted loss per share of Common Stock:
Loss applicable to common shareholders        $    (0.08)     $    (0.07)      $    (0.20)     $    (0.21)
                                            =============== =============== ================ ===============

Basic and diluted weighted
  average shares outstanding                   52,935,154      52,574,601       52,935,154      51,193,815
                                            =============== =============== ================ ===============
</TABLE>

See accompanying condensed notes to unaudited interim consolidated financial
statements.

                                       4
<PAGE>
<TABLE>
<CAPTION>
                 CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                 Unaudited Consolidated Statements of Cash Flows
                             (amounts in thousands)
                                                                           For the nine months ended
                                                                        September 30        September 30
                                                                            2001                2000
                                                                       ---------------     ---------------
<S>                                                                    <C>                 <C>
Cash flows from operating activities:
     Net loss                                                            $ (10,229)          $ (10,234)
     Adjustments to reconcile net loss to net cash used in
        operating activities:
             Minority interest                                                 175                 194
             Depreciation and amortization                                   1,812               1,659
             Loss on sale of assets                                             70                 -
             Amortization of debt discount                                     360               1,129
             Amortization of debt issuance costs                             1,091                 279
             Options and common stock issued for services                       39                 217
             Change in operating assets and liabilities:
                  Decrease (increase) in accounts receivable
                      and other receivables                                    633                (148)
                  Decrease (increase) in inventory                              48                (138)
                  Decrease (increase) in other current assets                   43                (119)
                  (Decrease) increase in unearned revenues                    (505)                221
                  Increase in accounts payable and accrued
                      liabilities                                              426               2,239
                                                                       ---------------     ---------------
Net cash used in operating activities                                       (6,037)             (4,701)
                                                                       ---------------     ---------------

Cash flows from investing activities:
     Purchase of license options                                              (444)               (201)
     Proceeds from sale of assets                                              420                 -
     Purchase of property and equipment                                        (20)               (520)
     Change in other assets                                                     -                   (3)
                                                                       ---------------     ---------------
Net cash used in investing activities                                          (44)               (724)
                                                                       ---------------     ---------------

Cash flows from financing activities:
     Increase in debt issuance costs                                           (21)             (1,674)
     Exercise of stock options                                                 -                   493
     Distribution of minority interests                                       (242)               (204)
     Payments of long-term debt                                             (3,908)             (5,766)
     Proceeds from issuance of long-term debt                               10,389               7,212
                                                                       ---------------     ---------------
Net cash provided by financing activities                                    6,218                  61
                                                                       ---------------     ---------------

Net increase (decrease) in cash                                                137              (5,364)
Cash at beginning of period                                                    108               5,603
                                                                       ---------------     ---------------

Cash at end of period                                                       $  245              $  239
                                                                       ===============     ===============

</TABLE>
See Note 7 for supplemental disclosure on non-cash investing and financing
activities.
See accompanying condensed notes to unaudited interim consolidated financial
statements.

                                       5
<PAGE>
                 CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
     Condensed Notes to Unaudited Interim Consolidated Financial Statements
                               September 30, 2001


NOTE 1 - BASIS OF PRESENTATION

The interim financial statements for the three and nine months ended September
30, 2001 and September 30, 2000 have been prepared without audit, pursuant to
the rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosure normally included in the financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations. These
condensed consolidated financial statements should be read in conjunction with
the audited consolidated financial statements and notes contained in our Form
10-KSB filed for the fiscal year ended December 31, 2000.

The financial information included herein reflects all adjustments (consisting
only of normal recurring adjustments) which are, in the opinion of management,
necessary for the fair presentation of the results of the interim periods. The
results of operations for the three and nine months ended September 30, 2001 are
not necessarily indicative of the results to be expected for the full year.


NOTE 2 - DESCRIPTION OF BUSINESS

Chadmoore Wireless Group, Inc., together with its subsidiaries (collectively
"Chadmoore"), is one of the largest holders of frequencies in the United States
in the 800 megahertz ("MHz") band for commercial specialized mobile radio
("SMR") service. Chadmoore's operating territory covers approximately 55 million
people in 180 markets, primarily in secondary and tertiary cities throughout the
United States ("Operating Territory"). Chadmoore also entered the 900 MHz market
with the completion of its purchase of 16 ten-channel wide-area licenses in
seven Metropolitan Trading Areas ("MTA's") during 2000. Also known as dispatch,
one-to-many, or push-to-talk, Chadmoore's commercial SMR service provides
reliable, cost-effective, real-time voice communications for cost-conscious
companies with mobile workforces that have a need to frequently communicate with
their entire fleet, discrete subgroups or individuals of their fleet. For a flat
fee averaging approximately $17 per radio per month, customers enjoy unlimited
airtime for communicating instantaneously with their chosen fleets or subgroups.

See "Note 4 - Management Plans" for additional discussion of the current
business status.


NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

LOSS PER SHARE

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

REVENUE RECOGNITION

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



                                       6
<PAGE>
INTANGIBLE ASSETS

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


NOTE 4 - MANAGEMENT PLANS

The accompanying consolidated financial statements have been prepared assuming
that Chadmoore will continue as a going concern. For the nine months ended
September 30, 2001 and for the years ended December 31, 2000 and 1999, Chadmoore
has suffered recurring losses from operations and has a working capital
deficiency of $41.6 million, $16.0 million and $7.3 million, respectively, that
raise substantial doubt about Chadmoore's ability to continue as a going
concern. Management's plans in regard to these matters are described below. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

In August 2000, Chadmoore signed a definitive agreement and plan of
reorganization with Nextel under which Nextel would acquire substantially all of
Chadmoore's assets in a tax-free reorganization for shares of Nextel's Class A
common shares, subject to certain closing adjustments and limitations, including
shareholder approval and receipt of all necessary regulatory approvals.

The reorganization agreement provided for Chadmoore to receive up to $160
million worth of Nextel's Class A common stock, subject to certain closing
adjustments and limitations. These closing adjustments and limitations include,
among other things, adjustments for interim funding provided to Chadmoore
pending the closing and adjustments depending on which of Chadmoore's assets are
actually delivered at the closing. The actual number of Nextel shares to be
received by Chadmoore was to be determined in accordance with a formula that was
negotiated between Chadmoore and Nextel in August 2000. That formula generally
provides for the number of shares to be determined by dividing the adjusted
purchase price by the average daily closing price of Nextel's shares as quoted
by The Nasdaq National Market for the 20 trading days immediately preceding the
closing date of the transaction. The reorganization agreement further provided
for additional adjustments to the adjusted purchase price in the event that the
calculated average daily closing price was more than 20 percent higher or more
than 20 percent lower than $57.1656, the closing price of Nextel's shares on the
date that the reorganization agreement was signed. In addition, if the
calculated average daily closing price was more than 35% lower than $57.1656,
then the number of Nextel shares to be received by Chadmoore was calculated as
if the average daily closing price was 35% lower than $57.1656, although in that
event Chadmoore could elect to terminate the reorganization agreement unless
Nextel subsequently elected to deliver additional Nextel shares at the closing
calculated based on the actual average daily closing price. Nextel had no
obligation to increase the number of Nextel shares.

By late 2000, the Nextel stock price had declined substantially and thereafter
remained at relatively low levels. As a result, Chadmoore believed it unlikely
that its stockholders would approve the transaction because the value of the
Nextel shares to be delivered to Chadmoore was substantially less than
anticipated. As a result, on June 29, 2001, Chadmoore and Nextel amended the
agreement and plan of reorganization to reduce the aggregate consideration to
approximately $130 million of Nextel's Class A common shares, subject to certain
closing adjustments and limitations. If the Nextel closing price is less than or
equal to $10 per share based on a trailing 20-day average closing price, then at
Nextel's election, they have the option to close the transaction with cash
rather than shares. However, if Nextel makes the election, then Chadmoore has
the right to require Nextel to deliver Nextel shares equal to the closing price
less closing adjustment and limitation divided by $10. The


                                       7
<PAGE>
agreement and plan of reorganization remains subject to the approval of
Chadmoore's stockholders and the satisfaction of customary closing conditions
contained in the agreement and plan of reorganization, including receipt of all
necessary regulatory approvals. Subsequent to the closing of this transaction,
Chadmoore will be dissolved and all of its remaining assets will be liquidated.

Chadmoore expects the closing of the proposed Nextel transaction to occur during
the last quarter of 2001. Even though Chadmoore and Nextel have modified the
terms of the reorganization agreement, there can be no assurances that the
modified transaction would be completed on a tax-free basis or at all.

Due in part to the anticipation of closing the transaction with Nextel,
Chadmoore made significant changes in its business plan during the second half
of 2000 by scaling back its marketing and development activities and eliminating
its direct sales force in an effort to reduce operating expenses. Chadmoore also
began to explore opportunities to dispose of Chadmoore's assets that are not
proposed to be acquired by Nextel which will consist primarily of accounts
receivable, inventory, office furniture and equipment and analog radio
equipment. In the event that the proposed transaction with Nextel is not
completed, Chadmoore will have to either attempt to obtain additional capital in
order to pay off its debts and resume business operations or locate another
purchaser of its assets or an acquisition partner.

In connection with the Nextel reorganization agreement, Chadmoore arranged to
borrow up to an aggregate of $32.5 million from Barclays Bank PLC in order to
pay amounts due under its existing credit facility and finance its interim
operations. In the event that the Nextel reorganization agreement is terminated,
Barclays' obligation to continue advancing funds to Chadmoore will cease as of
the date of such termination, and the principal balance of the interim financing
will have to be repaid by Chadmoore on or before June 30, 2002. In conjunction
with the amendment of its credit facility with GATX, and as additional
consideration for the payment deferral, (see Note 5 - Debt) Chadmoore purchased
from Barclays Bank PLC an irrevocable standby letter of credit in the face
amount of $2.7 million in favor of GATX. To facilitate this issuance, the
agreement with Barclays was amended on June 29, 2001 to reduce the total
availability to $30.9 million. Accordingly, in the event of the termination of
the Nextel agreement, Chadmoore anticipates that the proceeds from the interim
funding will not be sufficient to satisfy its contemplated cash requirements for
more than 60 days beyond the date of such termination subject to successful
negotiation for temporary arrangements with its lenders. There can be no
assurance that Chadmoore will be able to locate such funding or that additional
financing will be available to Chadmoore when needed, on commercially reasonable
terms, or at all. In addition, given the unique nature of Chadmoore's assets,
there can be no assurance that another purchaser of its assets or acquisition
partner could be located or that an agreement with any such purchaser or partner
could be negotiated on terms that would be acceptable to Chadmoore and its
shareholders. If Chadmoore is unable to obtain additional financing or enter
into an alternative transaction with another purchaser or acquisition partner,
it will likely be required to cease its operations.

The failure to consummate the proposed Nextel transaction would have a material
adverse effect on Chadmoore and its operations. Chadmoore would have to
immediately seek another buyer or revert to its original analog business plan or
a similar one based on a digital platform. Under either scenario, Chadmoore
would have to seek additional capital and focus on those markets, about 95,
where full-scale service has been implemented. In addition, Chadmoore's
contingency plan could include the sale of selected channels (with permission of
the creditors, GATX and Barclays) and ceasing further system expansion in such
markets. However, there can be no assurances that this or any of Chadmoore's
contingency plans would adequately address the aforementioned risks, or that it
would ultimately attain profitability. Accordingly, Chadmoore may not be able to
find another buyer or raise additional capital and would be subject to the risks
of a liquidation of its assets or bankruptcy.

As a cost saving measure, Chadmoore closed its Memphis, Tennessee office in
August 2001. The office provided primarily equipment sales and service work for
the Memphis and Little Rock Arkansas, areas. Twelve employees were terminated,
eight in Memphis and four in the corporate office as a result of this action.

During the third quarter, Chadmoore also closed on the purchase of the minority
interest in the Austin LLC partnership in which Chadmoore had a 70% interest
prior to the closing. Chadmoore has also negotiated


                                       8
<PAGE>
the purchase of the Jacksonville and the Virginia Beach minority interests.
These purchases are being accounted for using the purchase method of accounting.

NOTE 5 - DEBT

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

Warrants to purchase up to 1,822,500 shares of Chadmoore'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 Chadmoore.

On June 10, 1999, Chadmoore 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.
Chadmoore also restated the exercise price of the GATX Warrants from $0.39 to
$0.01 per share of Chadmoore's Common Stock. In connection with the Amendment,
Chadmoore has recognized a debt discount related to the GATX Warrants of
$608,350, which represents the intrinsic value, which is not materially
different from the fair value, of the GATX Warrants on the date of the
Amendment. This discount is being amortized to interest expense using the
effective interest method over the life of the loan.

On June 30, 2000, GATX agreed to refrain from exercising remedies under the loan
facility until July 28, 2000 as a result of failure by Chadmoore to make
principal and interest payments due on June 30, 2000. On July 27, 2000, GATX
agreed to continue to refrain from exercising remedies under the loan facility
until August 15, 2000 as a result of Chadmoore's inability to make principal and
interest payments due on June 30, 2000.

In order to facilitate the Nextel transaction, Chadmoore reached an agreement
with GATX to amend the GATX Facility. Chadmoore agreed to pay GATX a fee of
$1.35 million for (a) the ability to prepay the loan facility concurrent with
the close of its transaction with Nextel, (b) the receipt of all consents and
covenant waivers reasonable to facilitate the closing of the Nextel transaction,
(c) the grant to Nextel, or a third party induced by Nextel, of a second lien on
all assets to secure cash advances to Chadmoore of up to about $32.5 million,
and (d) the option to pay the fee for the above concessions in cash or stock.
Depending on the performance of Nextel shares, the fee could be adjusted upward
to an amount not to exceed $1.62 million.

Chadmoore is required to maintain certain financial covenants related to the
GATX and Barclay's facilities. As of June 30, 2001, Chadmoore was not in
compliance with all of the covenants, however, as previously noted, GATX has
agreed to waive all financial covenant violations. Barclays per its
subordination agreement with GATX cannot act upon the financial covenant
violations, subject to the waivers agreed to by GATX.

On June 29, 2001, Chadmoore and GATX agreed to defer the quarterly principal
payments due on or about June 30, 2001 and September 30, 2001, until the
earliest of December 31, 2001 or the closing of the asset sale to Nextel. In
consideration for the payment deferral, Chadmoore agreed to pay to GATX a fee of
$1 million, to be paid on the earliest of December 31, 2001 or the closing of
the asset sale to Nextel. In conjunction with the amendment of its credit
facility with GATX, and as additional consideration for the payment deferral,
Chadmoore purchased from Barclays Bank PLC an irrevocable standby letter of
credit in the face amount of $2.7 million in favor of GATX.

See "Note 4 - Management Plans" regarding the Barclays debt transaction.



                                       9
<PAGE>
NOTE 6 - EQUITY TRANSACTIONS

During August 2001, the board of directors of Chadmoore rescinded certain
options previously granted for key management members and directors. (See Note
10 - Subsequent Event).

During the first nine months of 2000, 989,375 shares of common stock were issued
through the exercise of employee stock options with option prices between $0.24
and $0.51 per share. Additional equity transactions are discussed in Note 7 -
Non Cash Activities.



NOTE 7 - NON CASH ACTIVITIES

During the nine months ended September 30, 2001, Chadmoore had the following
non-cash and investing and financing activities (1) the director's and officer's
insurance policy premium of $57,000 was financed over a three month period with
the expense being amortized over twelve months (2) the financing of the general
insurance premium of $36,188 was financed over nine months with the expense
being amortized over twelve months (3) $63,172 of debt being incurred for the
purchase of FCC licenses and/or license options, (4) $5,500 in receivables that
was offset against partnership interests, (5) $10,000 in accounts receivable
that was offset to debt, (6) $1 million in additional fees that were accrued as
a result of the GATX amendment (see Note 5 - Debt), (7) settlement of an
arbitration case with a payment in Nextel stock equal to $287,500 that was
accrued, (8) repayment of the purchase discount that became due to Motorola in
July 2001 (see Note 8 - Purchase Commitment), and (9) preferred stock dividends
and accretion of $620,000.

During the nine months ended September 30, 2000, Chadmoore had the following
non-cash investing and financing activities: (1) issuance of 1,500,000 shares of
common stock for common stock subscribed that was outstanding as of December 31,
1999 in the amount of $304,650, (2) purchase of FCC licenses with debt, prior to
discount, in the amount of $444,398, (3) issuance of 2,317,679 shares of common
stock in payment of debt in the amount of $711,000 and accrued interest in the
amount of $425,000, (4) issuance of 210,000 shares of stock for services
rendered, (5) issuance of $328,000 in debt to refinance existing debt and
accounts payable and (6) preferred stock dividends and accretion of $459,000.

During the quarters ended September 30, 2001 and 2000, Chadmoore paid no cash
for Federal income taxes. For the three months ended September 30, 2001 and
2000, Chadmoore paid $1.2 million and $1.8 million, respectively, for interest.


NOTE 8- PURCHASE COMMITMENT

In October 1996, Chadmoore 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, Chadmoore received an extension from 30 months to 42 months from the
effective dates thereof. As of March 6, 2000 Chadmoore has purchased
approximately $6.5 million toward this purchase commitment. On May 4, 2000
Chadmoore negotiated an extension to the agreement to extend it to July 2001.
Chadmoore did not purchase the additional $4.0 million of radio communications
equipment before July 26, 2001, and is obligated to reimburse Motorola for
previous discounts of approximately $331,000.







                                       10
<PAGE>
NOTE 9- RELATED PARTY TRANSACTIONS

During the nine months ended September 30, 2001 and 2000, Chadmoore paid $21,000
and $53,000, respectively to Private Equity Partners ("PEP"), for professional
services associated with equity and debt financings. Mark F. Sullivan, a
Director of Chadmoore, is an owner and managing partner of PEP.

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

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


NOTE 10- SUBSEQUENT EVENTS

During October 2001, the board of directors of Chadmoore approved that certain
key management members and directors shall be granted cash compensation for
continued services related to the Nextel transaction. Payment of this
compensation is contingent upon successful completion of the Nextel transaction.

On October 16, 2001, some holders of licenses cancelled by the Federal
Communications Commission pursuant to the Goodman/Chan decision filed suit
against Chadmoore in the United States District Court for the Southern District
of New York. This group of ten licensees allege in their complaint that
Chadmoore owes them a total of $207,500 based on promissory notes executed by
Chadmoore for the purchase of the cancelled licenses. Chadmoore disputes this
claim. However, Chadmoore has reserved what it believes are sufficient resources
for settlement of all claims that may arise in the context of the Goodman/Chan
matter. The licensees' complaint also seeks punitive damages in the amount of $1
million in connection with Chadmoore's alleged breach of contract. Chadmoore
believes the prayer for award of punitive damages is wholly without merit. No
reserve, therefore, has been set aside for this contingent liability. Chadmoore
management is attempting to negotiate a settlement of the contract claim with
counsel for the licensee group.







                                       11
<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"), for the three and nine months ended
September 30, 2001 compared to the same periods in 2000. This discussion should
be read in conjunction with Chadmoore's annual report on Form 10-KSB for the
year ended December 31, 2000 (the "2000 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 Chadmoore 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. Chadmoore cautions investors that any forward-looking
statements made by Chadmoore are not guarantees of future performance and that
actual results may differ materially from those in the forward-looking
statements. Such risks and uncertainties include, without limitation,
fluctuations in demand, loss of subscribers, the quality and price of similar or
comparable wireless communications services, well-established competitors who
have substantially greater financial resources and longer operating histories,
regulatory delays or denials, ability to complete intended market roll-out,
access to sources of capital, adverse results in pending or threatened
litigation, consequences of actions by the FCC, and general economics. See the
2000 Form 10-KSB.

RESULTS OF OPERATIONS

Total revenues for the third quarter of 2001 were $1.1 million compared to $1.9
million for the same period in 2000, a decrease of $0.8 million or 43.4%.
Year-to-date revenues for 2001 and 2000 were $3.9 million and $5.7 million,
respectively, a decrease of $1.8 million or 32.0%. Service revenues decreased to
$1.1 million compared to $1.8 million, a decrease of $0.7 million or 40.8% for
the quarter ended September 30, 2001 compared to the same period in 2000. For
the nine month period ended September 30, 2001, service revenues were $3.8
million, a decrease of $1.3 million or 26.1% when compared to service revenues
of $5.1 million for the same period in 2000. Equipment sales and maintenance
revenue was down for the third quarter of 2001 to $18,000 compared to $116,000
in 2000, a decrease of $98,000 or 84.5%. For the first nine months of 2001 as
compared to the same period in 2000, equipment sales and maintenance revenue was
down $474,000 or 88.6% to $61,000 from $535,000.

As a result of the announced asset sale transaction with Nextel Communications,
Inc., ("Nextel") subscriber units have decreased from about 41,700 units at
December 31, 2000 to 28,700 units as of September 30, 2001. Though management
expects the proposed transaction with Nextel to result in continued loss of
current customers, it cannot assess at this time what the financial impact of
this loss will be with regards to future revenues.

Cost of service revenue for the three months ended September 30, 2001 was
$552,000 compared to $492,000 for the same period in 2000, an increase of
$60,000 or 12.2%. These costs were $1.7 million for the nine months ended
September 30, 2001 and $1.4 million for the nine months ended September 30,
2000, an increase of 19.9%. These increases are primarily attributable to
increased site rent costs and increased utility costs. Cost of equipment sales
and maintenance revenue was $44,000 for the three months of ended September 30,
2001 compared to $64,000 for the same period in 2000, a decrease of $20,000 or
31.3%. These costs were $59,000 for the nine months ended September 30, 2001 and
$288,000 for the nine months ended September 30, 2000, a decrease of $229,000 or
79.5%.

Gross margin for the third quarter of 2001 was 45.8% as compared to 71.4% for
the third quarter of 2000, primarily reflecting a decrease in current customers
and an increase in site rent and utility costs. For the nine months ended
September 30, 2001, the gross margin was 55.5% compared to 70.5% for the same
period in the prior year.



                                       12
<PAGE>
Selling, general and administrative expenses decreased to $2.0 million for the
three months ended September 30, 2001 compared to $3.1 million for the same
period in 2000, a decrease of $1.1 million or 35.9%. Salaries, wages and
benefits expense (a component of selling, general and administrative expenses)
decreased to $791,000 for the three months ended September 30, 2001, compared to
$1.1 million for the three months ended September 30, 2000, a decrease of
$321,000 or 28.9%. Much of this decrease is related to personnel reductions in
operational areas and direct sales due in part to the proposed Nextel
transaction and expected subsequent liquidation of Chadmoore. Excluding
salaries, wages and other benefits, other selling general and administrative
expenses for the three months ended September 30, 2001, these costs were $1.2
million compared to $2.0 million for the same period in 2000, a decrease of
$779,000 or 66.6%. Salaries, wages and benefits expense decreased to $2.0
million for the nine months ended September 30, 2001, compared to $3.5 million
for the nine months ended September 30, 2000, a decrease of $1.5 million or
42.0%. The decrease in salary expense would have been greater for the 2001
quarter and year to date but $260,000 of severance expense was recorded in
September 2001 related to additional staff reductions in Tennessee and Nevada.
Excluding salaries, wages and benefits, other selling, general and
administrative expenses for the nine months ended September 30, 2001 decreased
by $1.5 million or 29.0% compared to the prior year. These decreases are
primarily due to decreases in advertising and marketing expenses, and expenses
related to the direct sales force which were partially offset by increased legal
and accounting costs associated with the proposed Nextel transaction.

Depreciation and amortization expense increased to $613,000 for the third
quarter of 2001 compared to $559,000 in the third quarter of 2000, an increase
of $54,000 or 9.7%, reflecting additional licenses and infrastructure equipment
placed in service during the last twelve months of operations. For the nine
months ended September 30, 2001, these costs were $1.8 million compared to $1.7
million for the nine months ended September 30, 2000, an increase of $153,000 or
9.2%.

Interest expense, net of interest income, increased $613,000 or 48.5%, to $1.9
million for the third quarter of 2001 compared to $1.3 million for the same
period in 2000, reflecting higher debt balances associated with the GATX
facility and the Barclays debt transaction and an increase in the amortization
of debt issue costs due to additional fees that were incurred relating to the
third and fourth quarter of 2001. For the nine months ended September 30, 2001,
these costs were $4.6 million compared to $3.7 million for the same period in
the prior year, an increase of $848,000 or 22.9%

The net loss increased to $4.1 million for the three months ended September 30,
2001 compared to $3.5 million for the same period in 2000, an increase of
$589,000 or 17.0% reflecting primarily a continued decline in Chadmoore's
customer base along with increased interest expense as a result of additional
drawdowns on the Barclays facility. For the nine months ended September 30, 2001
and 2000, the net loss was $10.2 million.

Loss per share applicable to common shareholders for the three months ended
September 30, 2001 was $0.08 compared to a loss of $0.07 for the three months
ended September 30, 2000. For the nine months ended September 30, 2001 and 2000,
loss per share was $0.20 and $0.21, respectively.


LIQUIDITY AND CAPITAL RESOURCES

Historically, operating expenses and capital expenditures associated with the
development and enhancement of Chadmoore's SMR network have been substantially
in excess of operating revenues. If the Nextel transaction were not to close, we
would anticipate that operating expenses, debt service obligations and
anticipated capital expenditures would continue to exceed operating revenues for
the next several years should Chadmoore be able to secure adequate financing to
execute a new operating plan. Chadmoore's auditors have included an explanatory
paragraph in their opinion which expresses substantial doubt about Chadmoore's
ability to continue as a going concern for the years ended December 31, 2000 and
1999. Chadmoore has consistently used external sources of funds, primarily from
equity issuances and debt financings, to fund operations, capital expenditures
and other non-operating needs. Chadmoore intends to continue using external
sources of funds, as its existing cash and earnings before interest, taxes,
depreciation and amortization are not sufficient to cover existing and currently
anticipated future needs.



                                       13
<PAGE>
Net cash used in operating activities during the first nine months of 2001 was
$6.0 million as compared to $4.7 million for the comparable period in 2000, an
increase of $1.3 million or 28.4%. The increase in net cash used in operating
activities consisted primarily of a $1.8 million decrease in accounts payable
and accrued liabilities and a $726,000 decrease in unearned revenue during the
first nine months of 2001 as compared to the first nine months of 2000, offset
by a decrease of $781,000 in accounts receivable, $186,000 in inventory and
$162,000 in current assets in 2001 compared to 2000. These differences are
primarily a result of payment of expenses that were deferred during the first
nine months of 2000 that are current as of 2001.

Net cash used in investing activities was $44,000 for the nine months ended
September 30, 2001 compared to $724,000 during the first nine months of 2000.
Capital expenditures in 2001 have been minimal compared to $520,000 for the
first nine months of 2000. The sale of the Memphis facility provided net
proceeds of $364,000. Additionally, approximately $56,000 of proceeds were
received from the sale of other miscellaneous assets that were no longer
necessary for operations. Cash of approximately $440,000 has been spent to
exercise license options and purchase licenses in 2001.

Net cash provided by financing activities was $6.2 million for the first nine
months of 2001 compared to $61,000 for the nine months ended September 30, 2000.
Proceeds of $10.4 million were drawn in the first nine months of 2001 under the
Barclay's facility with $3.9 million being used to pay debt compared to
borrowings in the first nine months of 2000 of $7.2 million and payments on debt
of $5.8 million.

In August 2000, Chadmoore signed a definitive agreement and plan of
reorganization with Nextel under which Nextel would acquire substantially all of
Chadmoore's assets in a tax-free reorganization for shares of Nextel's Class A
common shares, subject to certain closing adjustments and limitations, including
shareholder approval and receipt of all necessary regulatory approvals.

The reorganization agreement provided for Chadmoore to receive up to $160
million worth of Nextel's Class A common stock, subject to certain closing
adjustments and limitations. These closing adjustments and limitations include,
among other things, adjustments for interim funding provided to Chadmoore
pending the closing and adjustments depending on which of Chadmoore's assets are
actually delivered at the closing. The actual number of Nextel shares to be
received by Chadmoore was to be determined in accordance with a formula that was
negotiated between Chadmoore and Nextel in August 2000. That formula generally
provides for the number of shares to be determined by dividing the adjusted
purchase price by the average daily closing price of Nextel's shares as quoted
by The Nasdaq National Market for the 20 trading days immediately preceding the
closing date of the transaction. The reorganization agreement further provided
for additional adjustments to the adjusted purchase price in the event that the
calculated average daily closing price was more than 20 percent higher or more
than 20 percent lower than $57.1656, the closing price of Nextel's shares on the
date that the reorganization agreement was signed. In addition, if the
calculated average daily closing price was more than 35% lower than $57.1656,
then the number of Nextel shares to be received by Chadmoore was calculated as
if the average daily closing price was 35% lower than $57.1656, although in that
event Chadmoore could elect to terminate the reorganization agreement unless
Nextel subsequently elected to deliver additional Nextel shares at the closing
calculated based on the actual average daily closing price. Nextel had no
obligation to increase the number of Nextel shares.

By late 2000, the Nextel stock price had declined substantially and thereafter
remained at relatively low levels. As a result, Chadmoore believed it unlikely
that its stockholders would approve the transaction because the value of the
Nextel shares to be delivered to Chadmoore was substantially less than
anticipated. As a result, on June 29, 2001, Chadmoore and Nextel amended the
agreement and plan of reorganization to reduce the aggregate consideration to
approximately $130 million of Nextel's Class A common shares, subject to certain
closing adjustments and limitations. If the Nextel closing price is less than or
equal to $10 per share based on a trailing 20-day average closing price, then at
Nextel's election, they have the option to close the transaction with cash
rather than shares. However, if Nextel makes the election, then Chadmoore has
the right to require Nextel to deliver Nextel shares equal to the closing price
less closing adjustment and limitation divided by $10. The agreement and plan of
reorganization remains subject to the approval of Chadmoore's stockholders and
the satisfaction of customary closing conditions contained in the agreement and
plan of reorganization, including

                                       14
<PAGE>
receipt of all necessary regulatory approvals. Subsequent to the closing of this
transaction, Chadmoore will be dissolved and all of its remaining assets will be
liquidated.

Chadmoore expects the closing of the proposed Nextel transaction to occur during
the last quarter of 2001. Even though Chadmoore and Nextel have modified the
terms of the reorganization agreement, there can be no assurances that the
modified transaction would be completed on a tax-free basis.

Due in part to the anticipation of closing the asset sale transaction with
Nextel, Chadmoore made significant changes in its business plan during the
second half of 2000 by scaling back its marketing and development activities and
eliminating its direct sales force in an effort to reduce operating expenses.
Chadmoore also began to explore opportunities to dispose of its assets that are
not proposed to be acquired by Nextel which will consist primarily of accounts
receivable, inventory, office furniture and equipment and analog equipment. In
the event that the proposed transaction with Nextel is not completed, Chadmoore
will have to either attempt to obtain additional capital in order to pay off its
debts and resume business operations or locate another purchaser of its assets
or an acquisition partner.

In connection with the Nextel reorganization agreement, Chadmoore arranged to
borrow up to an aggregate of $32.5 million from Barclays Bank PLC in order to
pay amounts due under its existing credit facility and finance its interim
operations. In the event that the Nextel reorganization agreement is terminated,
Barclays' obligation to continue advancing funds to Chadmoore will cease as of
the date of such termination, and the principal balance of the interim financing
will have to be repaid by Chadmoore on or before June 30, 2002. In conjunction
with the amendment of its credit facility with GATX, and as additional
consideration for the payment deferral, (see Note 5 - Debt) Chadmoore purchased
from Barclays Bank PLC an irrevocable standby letter of credit in the face
amount of $2.7 million in favor of GATX. To facilitate this issuance, the
agreement with Barclays was amended on June 29, 2001 to reduce the total
availability to $30.9 million. Accordingly, in the event of the termination of
the Nextel agreement, Chadmoore anticipates that the proceeds from the interim
funding will not be sufficient to satisfy its contemplated cash requirements for
more than 60 days beyond the date of such termination subject to successful
negotiation for temporary arrangements with its lenders. There can be no
assurance that Chadmoore will be able to locate such funding or that additional
financing will be available to Chadmoore when needed, on commercially reasonable
terms, or at all. In addition, given the unique nature of Chadmoore's assets,
there can be no assurance that another purchaser of its assets or acquisition
partner could be located or that an agreement with any such purchaser or partner
could be negotiated on terms that would be acceptable to Chadmoore and its
shareholders. If Chadmoore is unable to obtain additional financing or enter
into an alternative transaction with another purchaser or acquisition partner,
it will likely be required to cease its operations.

The failure to consummate the proposed Nextel transaction would have a material
adverse effect on Chadmoore and its operations. Chadmoore would have to
immediately seek another buyer or revert to its original analog business plan or
a similar one based on a digital platform. Under either scenario, Chadmoore
would have to seek additional capital and focus on those markets, about 95,
where full-scale service has been implemented. In addition, Chadmoore's
contingency plan could include the sale of selected channels (with permission of
the creditors, GATX and Barclays) and ceasing further system expansion in such
markets. However, there can be no assurances that this or any of Chadmoore's
contingency plans would adequately address the aforementioned risks, or that it
would ultimately attain profitability. Accordingly, Chadmoore may not be able to
find another buyer or raise additional capital and would be subject to the risks
of a liquidation of its assets or bankruptcy.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 2001, the Financial Accounting Standards Board issued SFAS No. 142
"Goodwill and Other Intangible Assets." SFAS No. 142 will be effective for
fiscal years beginning after December 15, 2001 (effective on January 1, 2002 for
Chadmoore). SFAS No. 142 requires that indefinite-lived intangible assets will
no longer be amortized but instead will be subject to periodic impairment
testing by comparing the fair values of those assets with their recorded
amounts. Chadmoore is still in the process of evaluating any financial statement
impact of the adoption of SFAS No. 142.


                                       15
<PAGE>
In August 2001, the Financial Accounting Standards Board issued SFAS 144
"Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No. 144
will be effective for fiscal years beginning after December 15, 2001, and
interim periods within those fiscal years. SFAS No. 144 addresses financial
accounting and reporting for the impairment or disposal of long-lived assets
related to the disposal of a segment of a business. Chadmoore is still in the
process of evaluating any financial statement impact of the adoption of SFAS No.
144.


ITEM 2A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of September 30, 2001, all Chadmoore's long-term debt bears fixed interest
rates, however, the fair market value of this debt is sensitive to changes in
prevailing interest rates. Chadmoore runs the risk that market rates will
decline and the required payments will exceed those based on the current market
rate. Chadmoore does not use interest rate derivative instruments to manage its
exposure to interest rate changes.






































                                       16
<PAGE>
PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS


Pursuant to the Federal Communication Commission's ("FCC") general jurisdiction
over telecommunications activities, Chadmoore is involved in pending matters
before the FCC, which could result in rule changes of general applicability and
which may ultimately affect Chadmoore's operations.

On October 16, 2001, some holders of licenses cancelled by the Federal
Communications Commission pursuant to the Goodman/Chan decision filed suit
against Chadmoore in the United States District Court for the Southern District
of New York. This group of ten licensees allege in their complaint that
Chadmoore owes them a total of $207,500 based on promissory notes executed by
Chadmoore for the purchase of the cancelled licenses. Chadmoore disputes this
claim. However, Chadmoore has reserved what it believes are sufficient resources
for settlement of all claims that may arise in the context of the Goodman/Chan
matter. The licensees' complaint also seeks punitive damages in the amount of $1
million in connection with Chadmoore's alleged breach of contract. Chadmoore
believes the prayer for award of punitive damages is wholly without merit. No
reserve, therefore, has been set aside for this contingent liability. Chadmoore
management is attempting to negotiate a settlement of the contract claim with
counsel for the licensee group.

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


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

EXHIBIT
NUMBER   EXHIBIT

         None






















                                       17
<PAGE>

                                   SIGNATURES

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

                                     Chadmoore Wireless Group, Inc.

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

                                     Date: November 14, 2001










































                                       18