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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


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

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004


                                       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.)

            2458 EAST RUSSELL ROAD, SUITE B, 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, 2004 ISSUER HAD 47,736,006 SHARES OF COMMON STOCK,  $.001 PAR
VALUE, OUTSTANDING.

                                        1
<PAGE>
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE):  Yes [ ]   No [X]
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                                        2
<PAGE>
                                      INDEX

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

       ITEM 1.  FINANCIAL STATEMENTS

                Consolidated Statements of Net Assets in Liquidation as of September 30, 2004 and December 31, 2003               4

                Consolidated Statements of Changes in Net Assets in Liquidation for the Three Months and Nine Months              5
                Ended September 30, 2004 and 2003

                Condensed Notes to Unaudited Interim Consolidated Financial Statements                                          6-11

       ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND STATUS OF LIQUIDATION                          12-13

       ITEM 3.  CONTROLS AND PROCEDURES                                                                                          13

       PART II - OTHER INFORMATION                                                                                               14

       ITEM 1.  LEGAL PROCEEDINGS                                                                                                14

       ITEM 2E.  DISCLOSURE OF ANY REPURCHASE OF COMPANY STOCK                                                                   15

       ITEM 6. EXHIBITS                                                                                                          15

       SIGNATURES                                                                                                                16

       CERTIFICATIONS                                                                                                          17-19
</TABLE>



























                                        3
<PAGE>
                 CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
              Consolidated Statements of Net Assets in Liquidation
                 as of September 30, 2004 and December 31, 2003
                             (amounts in thousands)

<TABLE>
<CAPTION>
                                                                                Sept. 30,              Dec. 31,
                                                                                  2004                   2003
                                                                               (unaudited)
                                                                              ---------------      ------------------
    ESTIMATED VALUES OF ASSETS OF THE COMPANY
<S>                                                                                 <C>                     <C>
      Cash and cash equivalents                                                     $14,002                 $18,341
      Accounts receivable, net                                                           --                      17
      Other receivables, net                                                            783                     760
      Other assets, net                                                                 163                     250
      Estimated proceeds from sale of partnerships                                       --                     100
      Estimated future interest income                                                  368                     349
                                                                              ---------------      ------------------
                   Total estimated assets                                            15,316                  19,817
                                                                              ---------------      ------------------

    ESTIMATED LIABILITIES OF THE COMPANY

      Notes payable                                                                     433                   3,199
      Accounts payable and accrued liabilities                                          283                     305
      Federal income taxes payable                                                       --                   1,137
                                                                              ---------------      ------------------
                   Total estimated liabilities                                          716                   4,641
                                                                              ---------------      ------------------

    ESTIMATED FUTURE OPERATING COSTS and SETTLEMENT RESERVES DURING
    LIQUIDATION PERIOD                                                                9,067                   9,084
                                                                              ---------------      ------------------

    NET ASSETS IN LIQUIDATION                                                      $  5,533                $  6,092
                                                                              ===============      ==================
</TABLE>

              See accompanying condensed notes to unaudited interim
                       consolidated financial statements.

















                                        4
<PAGE>
                 CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
    Unaudited Consolidated Statements of Changes in Net Assets in Liquidation
  For the Three Months Ended and Nine Months Ended September 30, 2004 and 2003
                             (amounts in thousands)

<TABLE>
<CAPTION>
                                                          For the three months           For the nine months
                                                                 ended                          ended
                                                      -----------------------------  ----------------------------
                                                         Sept. 30,      Sept. 30,       Sept. 30,      Sept. 30,
                                                           2004           2003            2004           2003
                                                      -------------   -------------  -------------  -------------
<S>                                                   <C>                <C>         <C>             <C>
           Estimated net assets in liquidation
             as of June 30, 2004 and 2003
             and December 31, 2003 and
             2002, respectively                       $    5,722         $10,002     $    6,092      $  14,229

           Net gain from operations
             during liquidation                               (4)           (112)             5            101

           Settlement of litigation                           --              --             29             --

           Adjustment for minority interests                  --              13             --             --

           Change in estimate of:
             General contingency reserve                      --            (500)                        1,750
             Future interest income                          136             132            136             70
             Other assets, net                                --              --            (53)            --
             Future operating costs during
               liquidation period                             --               7           (676)          (407)
             Proceeds from sale of
               partnerships                                   --              --             --           (150)
             Notes payable                                    --           1,187             --          1,544
             Federal and state taxes                          --           2,973             --            771
             Value of assets held for sale                    --              --             --            (13)
           Cash distribution to shareholders                  --              --             --         (4,219)
                                                      -------------   -------------  -------------  -------------

           Net Assets in Liquidation                  $    5,533       $  13,676     $    5,533      $  13,676
                                                      -------------   -------------  -------------  -------------
</TABLE>


              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, 2004


NOTE 1 - BASIS OF PRESENTATION

Chadmoore Wireless Group, Inc.  ("Chadmoore") was a holder of frequencies in the
United States in the 800 megahertz band for commercial  specialized mobile radio
service.


On January 28, 2002,  holders of Chadmoore  common stock approved the asset sale
to Nextel  Communications,  Inc. ("Nextel"),  the dissolution of Chadmoore and a
Plan of Liquidation (the "Plan"). On February 8, 2002, Chadmoore closed the sale
of  substantially  all of its  assets to Nextel for $130  million  in cash.  Net
proceeds  to  Chadmoore  were  approximately  $108  million  after the payoff of
Barclays  Bank debt.  On February  22,  2002,  Chadmoore  filed its  Articles of
Dissolution,  closed its stock transfer  record book,  de-listed its shares from
the over-the-counter bulletin board and began an orderly wind-up of its business
operations.  The key features of the Plan are

     o   the conclusion of all business activities,  other than those related to
         the execution of the Plan;
     o   the sale or disposal of all of Chadmoore's non-cash assets;
     o   the  establishment  of reasonable  reserves to be sufficient to satisfy
         the  liabilities,  expenses and  obligations of Chadmoore not otherwise
         paid, provided for or discharged;
     o   the  periodic  payment  of  per  share  liquidating   distributions  to
         shareholders; and
     o   the  authorization  of the filing of a Certificate of Dissolution  with
         the State of Colorado.

As a result of the adoption of the Plan, Chadmoore adopted the liquidation basis
of accounting effective January 29, 2002. This basis of accounting is considered
appropriate  when, among other things,  liquidation of a company is probable and
the net realizable value of assets are reasonably determinable. Under this basis
of accounting,  assets are valued at their estimated net realizable  value,  and
liabilities  are  stated at their  estimated  settlement  amounts.  The  ongoing
application of the liquidation basis of accounting  requires  management to make
significant estimates and judgments. The amount and timing of future liquidating
distributions will depend upon a variety of factors  including,  but not limited
to, the ultimate settlement amounts of Chadmoore's  liabilities and obligations,
actual  costs  incurred  in  connection  with  carrying  out the Plan  including
administrative  costs during the liquidation period, and the time frame it takes
to complete the liquidation.

The accompanying  financial statements,  notes and discussions should be read in
conjunction  with the  consolidated  financial  statements,  related  notes  and
discussions  contained in Chadmoore's  annual report on Form 10-KSB for the year
ended December 31, 2003.

The interim financial information contained herein is unaudited; however, in the
opinion of management,  all adjustments  necessary for the fair  presentation of
such financial information on a liquidation basis have been included.



                                        6
<PAGE>
NOTE 2 - LIQUIDATION BASIS OF ACCOUNTING

Immediately following the sale of substantially all of its assets on February 8,
2002,  Chadmoore began an orderly  wind-down of its  operations.  The conversion
from  the  going  concern  to  liquidation  basis  of  accounting  has  required
management  to make  significant  estimates  and  judgments.  In order to record
assets at estimated net realizable value and liabilities at estimated settlement
amounts under  liquidation basis  accounting,  Chadmoore  recorded the following
adjustments to record its assets and liabilities at fair value as of January 29,
2002,  the date of  adoption  of  liquidation  basis  accounting  (all values in
thousands).


      Assets held for sale adjusted to estimated fair value     $       76,912
      Estimated future interest income                                   1,719
      Expected proceeds from sale of partnerships
           net of minority interests                                     2,315
      Adjust notes payable to expected payment amount                      500
      Accrual of cumulative preferred dividends                           (574)
      Estimated future operating costs and settlement
           reserves during liquidation                                 (23,877)
                                                                ---------------
                                                                $       56,995
                                                                ===============

Actual  operating  results are recorded as a change in net assets in liquidation
when earned or incurred.  Based on these  adjustments,  net assets  increased by
$56,995.

The  preparation  of financial  statements  requires  management to make certain
estimates  and  assumptions  that  affect  the net  realizability  of assets and
estimated costs to be incurred  during the liquidation  period and disclosure of
contingent assets and liabilities at the date of the financial statements. These
estimates are imprecise and subject to change, among other things, the estimates
may be based on  assumption  about future  conditions,  transactions,  or events
whose outcome is uncertain. It is likely, therefore, that the actual outcome and
settlement of assets and liabilities  through completion of the Plan will differ
from management's estimates, and those differences may be significant.


NOTE 3 - ESTIMATED VALUES OF ASSETS OF THE COMPANY

The estimated  assets of Chadmoore  that are set forth in the September 30, 2004
"Consolidated Statement of Net Assets in Liquidation" have been presented on the
following basis:

     (a) Chadmoore classifies as cash and cash equivalents amounts on deposit in
         banks  and cash  invested  temporarily  in  various  instruments,  with
         maturities  of three months or less at time of purchase.  Cash and cash
         equivalents are stated at fair value. Generally,  cash balances held in
         financial institutions may be in excess of federally insured amounts.
     (b) Estimated future interest income was estimated by management based upon
         future  expected cash flows.  Actual interest income will likely differ
         from management's current estimate.





                                        7
<PAGE>
     (c) Other assets, net, represent primarily  prepayments on future operating
         costs and cash held in escrow.
     (d) Other  receivables,  net,  are  carried at their  expected  collectible
         amounts.


NOTE 4 - ESTIMATED LIABILITIES OF THE COMPANY

The estimated liabilities of Chadmoore that are set forth in the September,  30,
2004 "Consolidated Statement of Net Assets in Liquidation" has been presented on
the following basis:

     (a) Notes payable represent non-interest bearing amounts owed in connection
         with  license  commissions,  the purchase of assets and the purchase of
         licenses from licensees and are recorded at their estimated  settlement
         amounts.

     (b) Accounts  payable and  accrued  liabilities  include  all amounts  that
         remain unpaid for  liquidation  activities  and  remaining  partnership
         operations.

     (c) Federal and state income taxes payable  represent the unpaid portion of
         the total  estimated  amount of federal  income  taxes that  management
         believed  were due for the year ended  December  31,  2002.  During the
         quarter  ended  September 30, 2003,  Chadmoore  completed and filed all
         state and federal returns for the year ended December 31, 2002. Because
         of the continuing  operating  expenses involved in managing the plan of
         liquidation,  and  expectations  of limited gains from  operations  and
         interest  income,  Chadmoore does not believe that there will be future
         federal  income taxes due beyond the year ended  December 31, 2002, and
         believes that the amount of future  minimum state taxes due will not be
         significant.  In addition, refunds, if any, resulting from the carrying
         back of future  taxable  losses  are not  expected  to be  significant.
         Accordingly, Chadmoore has not recorded a specific accrual outside of a
         general reserve for known and unknown obligations of or proceeds to the
         company.

The amount and timing of future  liquidating  distributions  will  depend upon a
variety of factors  including,  but not limited to, the actual proceeds from the
realization  of  Chadmoore's   assets,   the  ultimate   settlement  amounts  of
Chadmoore's  liabilities  and  obligations,  actual costs incurred in connection
with carrying out the Plan,  including  salaries,  administrative  and operating
costs during the liquidation period, resolution of uncertainties and litigation,
and the timing of the  liquidation  and  dissolution.  A summary of  significant
estimates  and  judgments  utilized in  preparation  of the  September  30, 2004
consolidated financial statements on a liquidation basis follows:

     Estimated future interest income

     At September  30,  2004,  the  estimated  value of future  interest  income
     represented about 6.7% of Chadmoore's  estimated net assets in liquidation.
     The  estimated  future  interest  income of  $368,000 on  Chadmoore's  cash
     holdings represents management's estimate of future interest earnings based
     on current  (1.54% annual rate at October 1, 2004) market rates of interest
     over the remaining liquidation period.




                                        8
<PAGE>
     Estimated  future  operating  costs  and  settlement  reserves  during  the
     liquidation period.

     Chadmoore  recorded  amounts for estimated  future  operating  costs during
     liquidation  and for  settlement  reserves  on January 29,  2002,  when the
     Company  adopted the liquidation  basis of accounting.  The table presented
     below summarizes the estimated  amounts as of December 31, 2003 and changes
     in estimates  and, the actual costs that have been incurred and paid during
     the period from January 1, 2004  through  September  30,  2004.  During the
     quarter  ended March 31, 2004,  Chadmoore  recorded a change in estimate of
     $420,000 to compensation for liquidation  personnel to reflect an amendment
     to  the  employment  contracts  of key  executive  officers  and to  record
     estimated   additional   personnel  expenses  associated  with  researching
     background  information  for pending  litigation.  In addition,  during the
     second  quarter of 2004,  Chadmoore  increased its  estimated  expenses for
     insurance,  utilities  and facility  expenses,  and legal,  audit and other
     professional fees by $229,000 to reflect  anticipated market rate increases
     in risk management and professional fees,  primarily  anticipated legal and
     accounting  expenses  associated  with the expected filing of quarterly and
     annual SEC reports  through  completion of the liquidation  period.  Should
     Chadmoore receive relief from the SEC for future filings, it is anticipated
     that the estimates for legal and accounting expenses would be significantly
     reduced.

<TABLE>
<CAPTION>
                                                 As of               Change in          Incurred            As of
                                             Dec. 31, 2003           estimates          and paid          Sept. 30,
                                                                  during period                              2004
                                            -----------------    -----------------    -------------     --------------
<S>                                         <C>                  <C>                  <C>               <C>
Compensation for
   liquidation personnel                    $            344     $            420     $       (375)     $         389
Insurance, utilities and
   facility expenses                                     291                    4             (134)               161
Legal, audit and other
   professional fees                                     446                  225             (157)               514
General contingency
   reserve
                                                       8,003                   --               --              8,003
                                            -----------------    -----------------    -------------     --------------
Total estimated future
   operating costs and
   settlement reserves                      $          9,084     $            649     $       (666)     $       9,067
                                            =================    =================    =============     ==============
</TABLE>

In view of the expected  duration of the  liquidation  period until February 22,
2007,  and the  provision  in  Colorado  law that  Chadmoore  maintain  reserves
sufficient  to allow for the  payment of all its  liabilities  and  obligations,
including  all known and unknown  contingent  claims,  Chadmoore  established  a
general contingency reserve upon the adoption of liquidation basis accounting on
January 29,  2002.  The amount of the  reserve  initially  established  was $9.7
million and is $8.0 million at September 30, 2004.

The  majority of this  general  reserve at September  30,  2004,  $7.0  million,
relates to  contingencies  involving the resolution of various federal  taxation
issues.  Other matters covered by this reserve include  existing  litigation and
claims, settlement of existing liabilities,  and a general reserve for currently
unidentified   contingencies  and  unasserted  claims.  This  reserve  has  been
established for matters for which there is insufficient  information  upon which
management can reasonably  estimate a settlement  amount,  or where the ultimate
settlement  amount  will be based  on  future

                                        9
<PAGE>
events which management cannot  reasonably  predict at this time. The outcome of
these contingencies may involve litigation, the ultimate outcome of which cannot
be determined at this time. Accordingly,  management has provided the reserve at
the estimated maximum possible settlement amount.

As a result of the  uncertainty  regarding  the  estimates  associated  with the
general  contingency  reserve,  it is  likely  that the  actual  outcome  of the
resolution of these  contingencies  will differ from  management's  estimates at
this time, and those  differences  may be  significant.  In addition,  since the
resolution of these matters will  inevitably  involve  procedural,  and probably
judicial proceedings,  it is likely that the resolution of the majority of these
contingencies  will not  occur in the near  term.  As more  information  becomes
available to  management,  and as future  resolution of events  regarding  these
contingencies  occur,  management  will adjust the general  contingency  reserve
appropriately, if needed. See Note 5 - Commitments and Contingencies for further
discussion.


NOTE 5 - COMMITMENTS AND CONTINGENCIES

In late  September,  2002,  Chadmoore  received a letter  from  Cindy  Ashcroft,
principal  of Ashcroft  ITV  ("Ashcroft")  seeking  payment for  licenses  which
Ashcroft purports were transferred to Chadmoore. Ashcroft requested, through its
letter,  a payment  in excess  of $4  million  from  Chadmoore  for the  subject
licenses, or alternatively a further explanation from the Company as to why such
a  payment  would  not be  forthcoming.  Chadmoore  has  reviewed  its files and
Chadmoore  management,  along with outside  counsel,  has analyzed the matter at
considerable  length. Upon review of the evidence in the light most favorable to
Ashcroft, Chadmoore believes that it could potentially be liable to Ashcroft for
approximately  $23,750 in  license  payments.  On the other  hand,  the  Company
believes it has a valid counterclaim for approximately  $89,000 against Ashcroft
for interim  management  fees  earned  while the  Company  managed and  operated
Ashcroft's  licensed  facilities  in order to keep them in  compliance  with FCC
requirements.  In late 2001, the Company suggested to Ms. Ashcroft that a direct
meeting  between the parties  take place as promptly as  practicable  to resolve
this matter.  At this time,  management has received no reply from Ms. Ashcroft.
While Chadmoore  cannot forecast the ultimate  outcome of this matter,  based on
management's  review of the files and  Ashcroft's  request,  as well as internal
conferences and  conferences  with outside  counsel  regarding this matter,  the
Company  believes that the possibility  that this matter will have a substantial
adverse impact on the Company is remote.


On March 13, 2003,  American Tower Corporation  ("American  Tower") submitted to
Chadmoore a notice of default under  several  license  agreements  which existed
earlier between  American Tower and Chadmoore.  American Tower sought  immediate
payment of an outstanding balance of approximately  $234,000. On March 19, 2003,
Chadmoore  formally  responded to American Tower's notice,  rejected its demand,
and indicated that  Chadmoore  believes it has no legal duty to continue to make
any payments to American Tower on the basis of the agreements.  Subsequently, on
May 23,  2003,  American  Tower filed suit in the Clark County  Nevada  District
Court seeking redress for its claims of breach of contract,  without  specifying
the damages sought.  Chadmoore  timely filed its answer on June 16, 2003 denying
American Tower's claims.





                                       10
<PAGE>
The  parties  have  exchanged  pre-trial  documentation  and  witness  lists for
discovery purposes.  Discovery is currently ongoing. A jury trial is set for the
week of April 4, 2005. Currently,  management cannot forecast the actual outcome
of this  item,  nor can it  provide a  timetable  for when this  matter  will be
concluded.

Chadmoore may also be subject to various legal  proceedings  and claims that may
arise during liquidation. Chadmoore currently believes that any such proceedings
and  potential  claims will not have a material  adverse  impact on  Chadmoore's
estimate of net assets in liquidation.


NOTE 6 - RELATED PARTY TRANSACTIONS

On January 15, 2003,  Chadmoore  entered into a two-year sublease with a limited
liability  company  owned by  Robert W.  Moore,  president  and chief  executive
officer.  Under the term of the sublease,  Chadmoore  will co-use with two other
tenants  approximately  2,290 total square feet of rentable floor area at a base
rent of  $1,035  per month  plus one third of  utilities  and other  normal  and
ordinary expenses. The two-year sublease expires January 14, 2005.

During February 2004, the employment agreements for Robert W. Moore, Rick Rhodes
and Stephen K. Radusch were amended as the resolution of Chadmoore's outstanding
liabilities  and  the  sale  of  partnership   assets  have  taken  longer  than
anticipated.   Additionally,   Chadmoore   remains   subject  to  the  reporting
requirements of the Securities Exchange Act of 1934.  Accordingly,  the board of
directors  determined  that the above  employees'  services  would be needed for
longer than the initial employment agreements contemplated.

The  employment  agreements  for Messrs.  Moore and Radusch were amended so that
each will continue as an executive  officer of Chadmoore and continue to receive
75% of his  annual  salary  until at  least 30 days  after  the  Securities  and
Exchange  Commission  grants  relief from making  filings  under the  Securities
Exchange  Act of 1934,  unless the  agreement  is earlier  terminated  by either
party.

If relief is granted by the Securities and Exchange Commission,  this employment
agreement  for Messrs.  Moore and Radusch will be  automatically  extended for a
one-year period at the annual rate of $90,000.  Upon expiration of this one-year
term, the employment  agreements will be  automatically  extended until February
22,  2007,  unless  terminated  by either  party.  During  this  final  stage of
employment,  Mr. Moore and Mr. Radusch will be paid $6,500 and $6,000 per month,
respectively.  Mr. Rhodes employment  agreement was extended through November 8,
2003, at which time he resigned from Chadmoore as Chief  Regulatory  Officer and
Secretary.  Mr. Rhodes, per his employment  agreement,  will provide services to
Chadmoore  on an as needed  basis  until  November  8, 2004.  For this,  he will
receive $7,500 per month.


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND STATUS
OF LIQUIDATION

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. These statements





                                       11
<PAGE>
contain words such as "intends",  "plan", "future", "will",  "anticipates",  and
"believes"  and  include  statements  regarding   Chadmoore's   dissolution  and
liquidation. 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.  See  Chadmoore's  annual  report on Form  10-KSB for the year ended
December 31, 2003, and Chadmore's  other periodic reports filed with the SEC for
these risk factors.


PLAN OF OPERATIONS FOR DISSOLUTION

Chadmoore is continuing to wind up its affairs as quickly and as  efficiently as
possible  to  maximize  the  liquidating   distributions  to  all  shareholders.
Chadmoore's  goal is to  minimize  the  length of time  necessary  to resolve or
satisfy its known liabilities while also minimizing the risks to shareholders by
conserving corporate assets.

In order to  reduce  liquidation  costs,  Chadmoore's  full-time  staff has been
reduced to two  remaining  officers  who will handle all  remaining  liquidation
issues.   Under   Colorado  law,   Chadmoore  will  remain  in  existence  as  a
non-operating  entity for five years from  February  22, 2002 and will  maintain
liquid assets to cover any remaining  liabilities and pay operating costs during
the dissolution period. During the dissolution period, Chadmoore will attempt to
convert its remaining assets to cash and settle its liabilities as expeditiously
as possible.


STATUS OF LIQUIDATION

On February 8, 2002,  Chadmoore sold  substantially  all of its assets to Nextel
Communications,  Inc. ("Nextel") for $130 million in cash resulting in a gain of
about $88 million, terminated its operations and began an orderly liquidation of
Chadmoore,  including  laying off most of its employees.  Chadmoore  adopted the
liquidation basis of accounting  effective January 29, 2002,  whereby assets are
recorded at their estimated net realizable  values,  liabilities are recorded at
their estimated settlement amounts and a reserve has been provided for potential
claims.  The valuation of assets and  liabilities  requires  many  estimates and
assumptions by management and actual values may vary greatly from estimates. The
majority of Chadmoore's  assets have been  liquidated and the amounts and timing
of future  liquidating  distributions  will  depend  upon a variety  of  factors
including,  but not limited to, the ultimate  settlement  amounts of Chadmoore's
liabilities  and  obligations,  actual cost incurred in connection with carrying
out the Plan including  administrative  costs during the liquidation period, and
the time frame it takes to complete the liquidation.


LIQUIDITY AND CAPITAL RESOURCES

Chadmoore's  primary objectives are to liquidate its assets in the shortest time
period possible while realizing the maximum values of these assets and to settle
all claims on terms most favorable to Chadmoore.  The liquidation is expected to
be concluded prior to the fifth



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<PAGE>
anniversary  of the filing of the  Certificate  of  Dissolution in Colorado by a
final liquidating  distribution  directly to shareholders of record. The initial
cash  distribution to  shareholders  under the Plan was made on July 12, 2002 in
the aggregate amount of $22.7 million,  or about $.3323 per equivalent share. On
February 28, 2003,  Chadmoore made a second distribution of cash to shareholders
in the aggregate  amount of $4.2 million,  or $.0620 per  equivalent  share.  On
December 5, 2003, a third  distribution  of cash in the  aggregate  amount of $7
million,  or  $.101404  per share,  was made to  shareholders  of record.  As of
November 12, 2004,  Chadmoore has distributed an aggregate of about $34 million,
or $.4957 per equivalent share.  Remaining net assets available for distribution
to  shareholders  as of September 30, 2004 are  currently  estimated to be about
$5.5 million.


ITEM 3.  CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

Chadmoore,  under the supervision and with the  participation of its management,
including its Chief Executive Officer and Chief Financial  Officer,  carried out
an evaluation of the  effectiveness  of the design and operation of  Chadmoore's
disclosure  controls and  procedures as of September  30, 2004 (the  "Evaluation
Date").  Based  upon this  evaluation,  the Chief  Executive  Officer  and Chief
Financial   Officer  concluded  as  of  the  Evaluation  Date  that  Chadmoore's
disclosure  controls and  procedures  were  effective for purposes of recording,
processing, summarizing and timely reporting material information required to be
disclosed in reports that it files under the Securities Exchange Act of 1934, as
amended.

CHANGES IN INTERNAL CONTROLS.

There were no changes in our internal  control  over  financial  reporting  that
occurred  during  our  quarter  ended  September  30,  2004 that has  materially
affected or is reasonably likely to materially affect, our internal control over
financial reporting.
























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<PAGE>
PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

In late  September,  2002,  Chadmoore  received a letter  from  Cindy  Ashcroft,
principal  of Ashcroft  ITV  ("Ashcroft")  seeking  payment for  licenses  which
Ashcroft purports were transferred to Chadmoore. Ashcroft requested, through its
letter,  a payment  in excess  of $4  million  from  Chadmoore  for the  subject
licenses, or alternatively a further explanation from the Company as to why such
a  payment  would  not be  forthcoming.  Chadmoore  has  reviewed  its files and
Chadmoore  management,  along with outside  counsel,  has analyzed the matter at
considerable  length. Upon review of the evidence in the light most favorable to
Ashcroft, Chadmoore believes that it could potentially be liable to Ashcroft for
approximately  $23,750 in  license  payments.  On the other  hand,  the  Company
believes it has a valid counterclaim for approximately  $89,000 against Ashcroft
for interim  management  fees  earned  while the  Company  managed and  operated
Ashcroft's  licensed  facilities  in order to keep them in  compliance  with FCC
requirements.  In late 2001, the Company suggested to Ms. Ashcroft that a direct
meeting  between the parties  take place as promptly as  practicable  to resolve
this matter.  At this time,  management has received no reply from Ms. Ashcroft.
While Chadmoore  cannot forecast the ultimate  outcome of this matter,  based on
management's  review of the files and  Ashcroft's  request,  as well as internal
conferences and  conferences  with outside  counsel  regarding this matter,  the
Company  believes that the possibility  that this matter will have a substantial
adverse impact on the Company is remote.

On March 13, 2003,  American Tower Corporation  ("American  Tower") submitted to
Chadmoore a notice of default under  several  license  agreements  which existed
earlier between  American Tower and Chadmoore.  American Tower sought  immediate
payment of an outstanding balance of approximately  $234,000. On March 19, 2003,
Chadmoore  formally  responded to American Tower's notice,  rejected its demand,
and indicated that  Chadmoore  believes it has no legal duty to continue to make
any payments to American Tower on the basis of the agreements.  Subsequently, on
May 23,  2003,  American  Tower filed suit in the Clark County  Nevada  District
Court seeking redress for its claims of breach of contract,  without  specifying
the damages sought.  Chadmoore  timely filed its answer on June 16, 2003 denying
American Tower's claims. The parties have exchanged pre-trial  documentation and
witness lists for discovery  purposes.  Discovery is currently  ongoing.  A jury
trial  is set for the  week of  April  4,  2005.  Currently,  management  cannot
forecast  the actual  outcome of this item,  nor can it provide a timetable  for
when this matter will be concluded.

Chadmoore may also be subject to various legal  proceedings  and claims that may
arise during liquidation. Chadmoore currently believes that any such proceedings
and  potential  claims will not have a material  adverse  impact on  Chadmoore's
estimate of net assets in liquidation.












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<PAGE>
ITEM 2E.  DISCLOSURE OF ANY REPURCHASE OF COMPANY STOCK

There were no  repurchases  of  Chadmoore  common  stock during the three months
ended September 30, 2004.


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

(a)      Exhibits

31.1     Certification  of Chief Executive  Officer pursuant to Rule 13a-14a and
         15d-14a.
31.2     Certification  of Chief Financial  Officer pursuant to Rule 13a-14a and
         15d-14a.
32.0     Certification pursuant to Section 1350












































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<PAGE>
                                   SIGNATURES

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

                                      Chadmoore Wireless Group, Inc.

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

                                      Date: November 12, 2004











































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