<PAGE>   1
                                 UNITED STATES
                       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, 1996

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

       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 or other jurisdiction of incorporation            (IRS Employer
 or organization)                                        Identification No.)

                  4720 POLARIS STREET, LAS VEGAS, NEVADA 89103
                  --------------------------------------------
                    (Address of principal executive offices)

                                 (702) 891-5255
                                 --------------
                          (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 required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or 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
to be filed 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 OCTOBER 31, 1996 16,405,138 SHARES OF COMMON STOCK, $.001 PAR VALUE, 
--------------------------------------------------------------------------
OUTSTANDING.
------------

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
<PAGE>   2

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

                                     INDEX


PART I - FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                                                                                        PAGE
ITEM 1.  FINANCIAL STATEMENTS.
<S>                                                                                      <C>
         Unaudited Consolidated Financial Statements of Chadmoore
         Wireless Group, Inc. and Subsidiaries:

                  Consolidated Balance Sheets:
                        As of September 30, 1996 and December 31, 1995                   1-2

                  Consolidated Statements of Operations:
                        Forthe Nine Months Ended September 30, 1996 and 1995
                           and Cumulative from January 1, 1994 to September 30,
                           1996                                                           3

                        For the Three Months Ended September 30, 1996 and 1995            4

                  Consolidated Statements of Cash Flows:
                      For the Nine Months Ended September 30, 1996 and 1995 and
                      Cumulative from January 1, 1994  to September 30, 1996             5-6

                  Consolidated Statement of Changes in Shareholders' Equity
                           (Deficiency):
                           For the Nine Months Ended September 30, 1996                   7

                  Notes to Unaudited Consolidated Financial Statements                   8-23


ITEM 2. PLAN OF OPERATION                                                               24-27



PART II - OTHER INFORMATION                                                               28

ITEM 1.  LEGAL PROCEEDINGS                                                                28

ITEM 2. CHANGES IN SECURITIES                                                             28

ITEM 3. DEFAULTS UPON SENIOR SECURITIES                                                   28

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS                             28

ITEM 5. OTHER INFORMATION                                                                 28

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                 29-31

SIGNATURES                                                                                32
</TABLE>

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

<PAGE>   3
PART   I.  ITEM  I.  FINANCIAL STATEMENTS

                CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                         (A DEVELOPMENT STAGE COMPANY)
                          CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                        September             December 
                                                                         30, 1996             31, 1995
                               ASSETS                                  (Unaudited)
                                                                       -----------          -----------
<S>                                                                    <C>                  <C>       
Current Assets:
      Cash                                                             $ 3,210,014          $   188,029
      Amounts held for shares issued                                          --                675,000
      Stock subscriptions receivable (note 3)                               32,890              287,000
      Accounts receivable                                                  234,956                 --
      Inventory                                                            369,255                 --
      Due from General Communications                                         --                 76,252
      Prepaid property management rights (note 11)                          90,625              117,813
      Other prepaids                                                        37,066                 --
      Deposits                                                             462,853               16,742
      Other current assets                                                   1,643                7,813
                                                                       -----------          -----------
                      Total Current Assets                               4,439,302            1,368,649

Property, plant and equipment, net (note 4)                              2,414,053              353,942
FCC licenses, net (note 5)                                               1,414,248            1,321,336
Organization costs, net of accumulated amortization of
     $7,056 and $5,370, respectively                                         8,960               11,489
Debt issuance costs, net (note 10)                                         363,402                 --
Management Agreements (note 2, 8)                                       29,780,631                 --
Customer Lists, net (note 2)                                                37,831                 --
Other Receivable                                                            20,000               20,000
Investment in JJ&D,  LLC (note 2)                                          598,677                 --
Investment in license options (note 6)                                   3,021,612            2,007,958
Investment in options to acquire stock (note 2, 7)                       3,342,113                 --
Non-competition and consulting agreements, net of accumulated
amortization $-0- and $94,838, respectively                                   --                258,121
                                                                       -----------          -----------
                                                                       $45,440,829          $ 5,341,495
                                                                       ===========          ===========
</TABLE>

                                       1
<PAGE>   4



                CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                         (A DEVELOPMENT STAGE COMPANY)
                          CONSOLIDATED BALANCE SHEETS
                                  (CONCLUDED)


<TABLE>
<CAPTION>
                                                                                      September              December 
                                                                                       30,1996               31, 1995
                           LIABILITIES AND SHAREHOLDERS' EQUITY                      (Unaudited)
                                                                                    ------------           ------------
<S>                                                                                 <C>                    <C>
Liabilities:     
     Current installments of  long-term debt                                        $    200,614           $    337,255
     Accounts payable and accrued liabilities                                            302,055                361,641
     Prepaid option exercise (note 11)                                                 1,582,116                   --
     Customer Deposits                                                                     1,600                   --
     Licenses - options payable                                                           49,800                448,350
     License option commission payable (note 6)                                          524,800                349,200
     Capital lease obligations                                                            27,113                   --
     Non-compete and consulting agreement - current                                         --                  119,225
     Accrued interest                                                                     62,346                 54,490
                                                                                    ------------           ------------
                   Total Current Liabilities:                                          2,750,444              1,670,161
Non compete and consulting agreements, excluding current
installments                                                                                --                  108,840
Capital lease obligations                                                                 21,390                   --
Convertible notes payable (note 10)                                                    3,985,000                   --
Long term debt, excluding current installments, net                                    1,094,727                524,868
                                                                                    ------------           ------------
                   Total Liabilities:                                                  7,851,562              2,303,869
                                                                                    ------------           ------------
Commitments and contingencies (note 12)
Shareholders' equity:
     Common stock, $.001 par value. Authorized 100,000,000 shares issued
     and outstanding; 14,487,336 shares at September 30,1996 and 8,387,064
     shares at December 31, 1995
                                                                                          14,487                  8,387
     Additional paid-in capital                                                       50,115,379             10,564,852
     Stock subscribed (note 3)                                                            32,890                324,807
     Deficit accumulated during the development stage                                (12,573,490)            (7,860,420)
                                                                                    ------------           ------------
                   Total Shareholders' Equity:                                        37,589,268              3,037,626
                                                                                    ------------           ------------

                                                                                    $ 45,440,829           $  5,341,495
                                                                                    ============           ============
</TABLE>

See accompanying notes to unaudited consolidated financial statements





                                       2
<PAGE>   5




                CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                         (A DEVELOPMENT STAGE COMPANY)
                     CONSOLIDATED STATEMENTS OF OPERATIONS




<TABLE>
<CAPTION>
                                                                                                            Period from
                                                                                                             January 1,
                                                               Nine Months           Nine Months                1994
                                                                  Ended                Ended                  through
                                                                September            September               September
                                                                 30,1996               30,1995                 30,1996
                                                               (Unaudited)           (Unaudited)             (Unaudited)
                                                              ------------           ------------           ------------
<S>                                                           <C>                    <C>                    <C>
Revenues
      Radio services                                          $    405,675           $       --             $    529,586
      Equipment sales                                              606,270                   --                  455,330
      Maintenance and installation                                 195,628                   --                  190,281
      Other                                                        159,960                   --                  149,389
                                                              ------------           ------------           ------------
                                                                 1,367,533                   --                1,324,586
                                                              ------------           ------------           ------------
Costs and expenses
     Cost of sales                                                 679,953                   --                  636,313
     Salaries, wages and benefits                                1,244,835                383,663              2,110,851
     Sales, general and administrative                           3,363,976              5,205,235             10,641,586
     Depreciation and amortization                                 215,881                151,338                451,985
                                                              ------------           ------------           ------------
                                                                 5,504,645              5,740,236             13,840,735
                                                              ------------           ------------           ------------

Loss from operations                                            (4,137,112)            (5,740,236)           (12,516,149)
                                                              ------------           ------------           ------------

Other income (expense)
     Equity in losses from minority investment                      (1,323)                  --                   (1,323)
     Management fees (notes 2)                                     100,198                181,782                472,611
     Interest income (expense)                                    (204,382)              (102,865)              (362,708)
     Gain (Loss) on sale of assets                                    --                  330,643                330,643
     Gain (Loss) on forgiveness of debt                             47,450                   --                   47,450
     Financing expense                                            (417,560)                  --                 (417,560)
     Loss on retirement of note payable                               --                  (28,904)               (32,404)
     Other, income (expense)                                      (100,341)                 5,950                (94,050)
                                                              ------------           ------------           ------------
                                                                   575,958                386,606                (57,341)
                                                              ------------           ------------           ------------

Net loss                                                      ($ 4,713,070)          ($ 5,353,630)          ($12,573,490)
                                                              ============           ============           ============

Weighted-average number of common shares outstanding            10,855,726              5,005,852              9,700,120
                                                              ============           ============           ============

Net loss per share                                            ($       .43)          ($      1.06)          ($      1.15)
                                                              ============           ============           ============

</TABLE>

See accompanying notes to unaudited consolidated financial statements





                                       3
<PAGE>   6




                CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                         (A DEVELOPMENT STAGE COMPANY)
                     CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                               Three Months           Three Months
                                                                                  Ended                  Ended
                                                                             September 30,1996      September 30,1995
                                                                               (Unaudited)             (Unaudited)
                                                                             -----------------      -----------------
<S>                                                                          <C>                    <C>
Revenues
      Radio services                                                           $    148,279           $       --
      Equipment sales                                                                58,462                   --
      Maintenance and installation                                                   92,115                   --
      Other                                                                          81,771                   --
                                                                               ------------           ------------
                                                                                    480,626                   --
                                                                               ------------           ------------
Costs and expenses
     Cost of sales                                                                  226,770                   --
     Salaries, wages and benefits                                                   361,331                159,655
     General and administrative                                                   1,916,382              4,285,402
     Depreciation and amortization                                                  100,866                 47,885
                                                                               ------------           ------------
                                                                                                      ------------
                                                                                  2,605,350              4,492,941
                                                                               ------------           ------------

Loss from operations                                                             (2,124,724)            (4,492,941)
                                                                               ------------           ------------

Other income (expense)
     Equity in losses from minority investment                                       (1,323)                  --
     Management fees (notes 2,3)                                                       --                   94,254
     Interest income (expense)                                                     (128,344)               (24,482)
     Gain (Loss) on sale of assets                                                     --                  330,643
     Gain (Loss) on forgiveness of debt                                              47,450                   --
     Financing Expense                                                             (417,560)                  --
     Loss on Conversion of Note                                                        --                  (28,904)
     Other, income (expense)                                                           --                    5,950
                                                                               ------------           ------------
                                                                                   (499,776)               377,461
                                                                               ------------           ------------

Net loss                                                                       ($ 2,624,499)          ($ 4,115,480)
                                                                               ============           ============

Weighted-average number of common shares outstanding
                                                                                (13,289,918)             5,509,481
                                                                               ============           ============

Net loss per share                                                             ($       .02)          ($      0.74)
</TABLE>

See accompanying notes to unaudited consolidated financial statements





                                       4
<PAGE>   7



                CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                         (A DEVELOPMENT STAGE COMPANY)
                     CONSOLIDATED STATEMENTS OF CASH FLOWS



<TABLE>
<CAPTION>
                                                                                                                    Period from 
                                                                                                                     January 1, 
                                                                                                                       1994    
                                                                       Nine Months           Nine Months              through   
                                                                         Ended                  Ended                 September 
                                                                    September 30,1996      September 30,1995          30,1996   
                                                                       (Unaudited)            (Unaudited)           (Unaudited)
                                                                    -----------------      -----------------       --------------
<S>                                                                <C>                     <C>                     <C>
Cash flows from operating activities                               
    Net loss                                                           ($ 4,713,069)          ($ 5,353,630)          ($12,573,490)
    Adjustments to reconcile net loss to net cash                  
    provided by (used in) operating activities:                                          
           Depreciation and amortization                                    231,672                141,333                457,959
           Amortization of debt discount                                    101,525                   --                  101,525
           Amortization of debt issuance costs                              417,560                   --                  417,560
           Gain on sale of assets held for resale                              --                 (330,643)              (330,643)
           Expense associated with:                                
             Stock issued for services                                       62,500              1,919,055              2,364,542
             Options issued for services                                       --                2,198,063              2,841,788
           Change in operating assets and liabilities:             
              Increase (decrease) in stock subscriptions           
              receivable, net of stock  subscribed                           48,152                   --                 (589,041)
             Increase in Accounts receivable                                (53,394)                  --                  (53,394)
             Increase in inventory                                         (291,270)                  --                 (291,270)
             Decrease Due from General Communications, Inc.                  76,252                (93,932)                  --
             Increase (decrease) in prepaids                                 27,187                   --                   27,187
             Increase in other receivable                                   (13,099)                  --                  (33,099)
             Increase in deposits                                          (446,111)                  --                 (462,853)
             Increase (decrease) in other current assets                    (30,896)                (4,117)               (38,709)
             Increase (decrease) in Accounts payable                        (70,102)               212,369                291,539
             Decrease in options payable                                   (297,300)              (297,300)
             Increase in commission payable                                 175,600                   --                  524,800
             Equity in  minority investment                                   1,322                   --                    1,323
             Increase in accrued interest                                    78,716                 39,681                133,206
                                                                       ------------           ------------           ------------
               Net cash used in  operating activities                    (4,694,756)            (1,271,821)            (7,508,371)
                                                                       ------------           ------------           ------------
Cash flows from investing activities                               
       Purchase of assets from General Communications                      (345,609)                  --                 (345,609)
       20% Investment in JJ&D, LLC                                         (100,000)                  --                 (100,000)
       Purchase of Airtel Communications Assets                             (50,000)                  --                  (50,000)
       Management Agreements - Airtel SMR                                      --                     --                     --
       Purchase of CMRS and 800                                          (3,547,000)                  --               (3,547,000)
       Purchase of SMR station licenses                                        --                  (20,450)            (1,398,575)
       Purchase of license options                                          739,549               (852,200)                40,199
       Decrease in deposits on licenses                                    (143,906)                  --                 (143,906)
       Decrease in license options payable                                  (66,850)               641,350                (66,850)
       Purchase of property, machinery and equipment                     (1,603,623)              (255,241)            (2,156,055)
       Purchase of assets held for resale                                      --                 (149,650)              (219,707)
       Sale of assets held for resale                                          --                     --                  700,000
       Decrease in debt issuance costs                                     (400,000)                  --                 (400,000)
       Increase in organization costs                                          --                     --                  (16,859)
       Increase in customer deposits                                          1,600                   --                    1,600
       Increase in deposit on sale                                             --                  325,000                   --
                                                                       ------------           ------------           ------------
Net cash used in investing activities                                    (5,515,839)              (311,191)            (7,702,762)
                                                                       ------------           ------------           ------------
</TABLE>
       (Continued)                                                 
                                                                   




                                       5
<PAGE>   8



                CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                         (A DEVELOPMENT STAGE COMPANY)
               CONSOLIDATED STATEMENTS OF CASH FLOWS - CONCLUDED



<TABLE>
<CAPTION>
                                                                                                              Period from   
                                                                                                               January 1,   
                                                                                                                  1994      
                                                                 Nine Months           Nine Months              through     
                                                                   Ended                  Ended                 September   
                                                              September 30,1996      September 30,1995          30,1996     
                                                                 (Unaudited)            (Unaudited)            (Unaudited)  
                                                              -----------------      -----------------       -------------- 
<S>                                                        <C>                        <C>                      <C>
Cash flows from financing activities
       Proceeds upon issuance of stock                            6,062,404              1,911,280              8,434,006
       Proceeds upon  exercise of options - related                  93,752                   --                  156,252
       Proceeds upon  exercise of options - unrelated             2,167,327                   --                3,144,828
       Purchase and conversion of CCI stock                            --                     --                   45,000
       Advances from related parties                                   --                  114,205                767,734
       Payments of notes payable                                   (100,000)              (200,000)              (100,000)
       Payment of advances from related parties                        --                   (1,000)               (73,000)
       Payments of capital lease obligations                        (14,452)                  --                  (14,452)
       Increase in capital lease obligations                           --                     --                     --
       Repayment of long-term debt                               (4,139,544)              (191,325)            (4,442,315)
       Increase in debt issuance costs                             (420,000)                  --                 (420,000)
       Prepaid option exercise                                    1,582,116                   --                1,582,116
       Proceeds from issuance of common stock                           977                   --                      977
       Proceeds from issuance of notes payable                         --                     --                  375,000
       Proceeds from issuance of long-term debt                   8,000,000                   --                8,965,000
                                                               ------------           ------------           ------------
Net cash provided by financing activities                        13,232,580              1,631,160             18,421,146
                                                               ------------           ------------           ------------

 Net increase in cash                                             3,021,985                (21,112)             3,210,013

 Cash at beginning of period                                   $    188,029           $    151,972          $        --
                                                               ------------           ------------           ------------

 Cash at end of period                                         $  3,210,014           $    130,860           $  3,210,013
                                                               ============           ============           ============
</TABLE>

 See accompanying notes to unaudited consolidated financial statements




                                       6
<PAGE>   9







                CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                         (A DEVELOPMENT STAGE COMPANY)
     CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIENCY)
           FOR THE PERIOD FROM JANUARY 1, 1996 TO SEPTEMBER 30, 1996



<TABLE>
<CAPTION>
                                                                                          Deficit  
                                               Common Stock                             Accumulated
                                        ---------------------------   Additional       during the        Common           Total
                                          Outstanding                   paid-in        development        stock        shareholders'
                                            Shares        Amount        capital           stage         Subscribed        equity
                                        --------------- ----------- -------------   -----------------  -------------- --------------
<S>                                     <C>             <C>          <C>             <C>               <C>            <C>
Balance at January 1, 1996              $  8,387,064    $    8,387   $ 10,564,852    ($ 7,860,420)     $    324,807   $  3,037,626
                                                                                                                     
Shares issued in connection with the         441,666           442        665,058            --            (324,807)       340,693
private placement                                                                                                    
                                                                                                                     
Additional private placement shares          107,751           108           (108)           --                --             --
                                                                                                                     
Shares issued to investors for cash        1,407,057         1,407      2,914,550            --                --        2,915,957
                                                                                                                     
Shares issued for options exercised        2,849,166         2,849      2,503,236            --                --        2,506,085
                                                                                                                     
Shares issued for legal fees                  62,500            63         62,437            --                --           62,500
                                                                                                                     
Shares issued for assets purchased           100,000           100        176,463            --                --          176,563
from General Communications (Note 3)                                                                                 
                                                                                                                     
Shares issued to license holders (note 11)   285,860           286        821,564            --                --          821,850
                                                                                                                                11)
                                                                                                                     
Shares issued for CMRS and 800               508,000           508      1,237,742            --                --        1,238,250
Acquisition (note 11)                                                                                                
                                                                                                                     
Shares issued for Convertible              1,852,538         1,853      4,077,991            --                --        4,079,844
Debenture (note 11)                                                                                                  
                                                                                                                     
Options issued for 20% interest in              --            --          872,000            --                --          872,000
JJ&D, LLC                                                                                                            
(note 2)                                                                                                             
                                                                                                                     
Options Issued for CMRS and 800                 --            --             --              --                --       28,300,196
Acquisition (note 2)                                                                                                 
                                                                                                                     
Shares subscribed (note 5)                      --            --             --              --              32,890         32,890
                                                                                                                     
Canceled Shares (note 11)                 (1,514,266)       (1,514)    (2,080,602)           --                --       (2,082,116)
                                                                                                                     
Net Loss                                        --            --             --        (4,713,070)             --       (4,713,070)
                                                                                                                     
                                        ------------    ----------   ------------    ------------      ------------   ------------
Balance, September 30, 1996             $ 14,487,336    $   14,487   $ 50,115,379    ($12,573,491)     $     32,890   $ 37,589,266
                                        ============    ==========   ============    ============      ============   ============
</TABLE>
        
See accompanying notes to unaudited consolidated financial statements



                                       7
<PAGE>   10


                CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                         (A Development Stage Company)

              Notes to Unaudited Consolidated Financial Statements

                               September 30, 1996




 (1)   DESCRIPTION OF BUSINESS

       THE COMPANY AND BASIS OF PRESENTATION

       The accompanying financial statements include the accounts of Chadmoore
       Wireless Group, Inc. and subsidiaries (the "Company"), which
       is a development stage company. The Company commenced formal operations
       in the state of Nevada on May 11, 1994 and was organized for the purpose
       of acquiring and operating Specialized Mobile Radio ("SMR")
       wireless communication systems. The Company's current market area is
       primarily located in Tennessee and Arkansas.

       The accompanying unaudited consolidated financial statements have been
       prepared in accordance with the rules and regulations of the Securities
       and Exchange Commission Form 10-QSB. All material adjustments,
       consisting only of normal recurring adjustments which are, in the
       opinion of management, necessary to present fairly the financial
       condition and related results of operations, cash flows and
       shareholders' equity for the respective interim periods presented are
       reflected. The current period results of operations are not necessarily
       indicative of results for the full year ending December 31, 1996. These
       unaudited consolidated financial statements should be read in
       conjunction with the audited consolidated financial statements included
       in the annual report on Form 10-KSB for the period ended December 31,
       1995 and the current reports on Form 8-K dated March 22, 1996, May 14,
       1996, June 28, 1996, and July 30, 1996.

       In February 1995, the Company (formerly Capvest Internationale, Ltd.
       ("Capvest"), a publicly held entity) entered into a Plan of
       Reorganization ("Plan") whereby the Company exchanged 89% of
       its issued and outstanding stock for 85% of restricted common shares of
       Chadmoore Communications, Inc. ("CCI"). Capvest has not had
       significant operations since its inception in 1988. Pursuant to the
       Plan, Capvest changed its name to Chadmoore Wireless Group, Inc.

       The transaction has been accounted for under the purchase method of
       accounting as a reverse purchase acquisition whereby Chadmoore Wireless
       Group, Inc. is the remaining legal entity and CCI is the acquirer and
       remaining operating entity. Pursuant to this structure, the consolidated
       shareholders' equity (deficiency) of the legal entity has been adjusted
       for the effect of the reorganization and to reflect the shareholders'
       equity (deficiency) of the acquiring entity as of December 31, 1994.

       In addition, a development stage company is required to report the
       results of its operations and cash flow from inception to date. However,
       Capvest has been dormant since 1988 and CCI began operations on May 11,
       1994. As a result, the statements of operations, shareholders' equity
       (deficiency) and cash flows have been presented for the period from
       January 1, 1994 to September 30, 1996.






                                      8
<PAGE>   11


                CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                         (A Development Stage Company)

              Notes to Unaudited Consolidated Financial Statements

                               September 30, 1996

                                  (continued)


(1)    DESCRIPTION OF BUSINESS - CONTINUED


       DEVELOPMENT STAGE AND LIQUIDITY

       Through September 30, 1996, the Company has been engaged primarily in
       the identification, development and acquisition of SMR systems and SMR
       Stations and has therefore not commenced normal operations nor generated
       significant revenues. Accordingly, the Company has generated an
       accumulated net loss during its development stage of approximately $12.6
       million from operations as of September 30, 1996. Management believes
       its acquisition of SMR Stations from CMRS Systems, Inc. (CMRS) and 800
       SMR Network, Inc. (800), consummated on June 14, 1996 and SMR systems
       and other assets from General Communications, Inc. (General), which was
       consummated on March 8, 1996 as described in Note 3, as well as other
       associated system acquisitions, will provide the basis for the
       commencement of normal operations towards the end of 1996.

       In June 1996, the Company issued $4.0 million out of a $5.0 million
       offering of 8%, three year, convertible notes. The Company received
       3,580,000, net of placement fees of $420,000. In July 1996, the Company
       placed the remaining $1.0 million and received $900,000, net of
       placement fees of $100,000.

       In September 1996, the Company issued a new debt offering of $3 million
       of 8%, two year convertible notes. The Company received $2,700,000, net
       of placement fees of $300,000.

       On October 25, 1996, the Company's subsidiary Chadmoore Communications,
       Inc. ("CCI") signed a purchase agreement with Motorola to
       purchase approximately $10 million of Motorola's radio communications
       equipment, including a Smartnet II radio system within 30 months of the
       effective date of the agreement. In connection with this purchase
       agreement, CCI entered into a financing and security agreement with
       Motorola. This agreement allows CCI to borrow up to a total of $5
       million. This Loan Facility is available for draw downs during the
       effective date of the purchase agreement. Principle and interest on the
       Promissory Note are payable in arrears monthly from the date of each
       funding for a period of 36 months from the fund date.

       In October 1996, the Company entered into an agreement with American
       Credit Corp to establish a $16.5 million equipment financing facility
       for the purpose of purchasing analog systems and related equipment. The
       equipment will be purchased by AMC Corp (the "Lessor") and
       leased to the Company. The Agreement calls for a basic lease term of
       five years. At the expiration of the lease, the Company will have the
       right to purchase all, but not less than all, of such equipment at a
       purchase price equal to the fair market value of such equipment.

       Accordingly, based on the plans and intentions set forth above and
       assuming the additional capital infusion as described above, management
       anticipates through the establishment of operational SMR systems in
       conjunction with the ability to provide both short-term funding of
       operations and long-term financing of acquisition and development
       activities, that the Company expects to emerge from the development
       stage and establish normal operations towards the end of 1996.

       However, as of September 30, 1996, the success of achieving the
       objectives discussed herein, as well as the ultimate profitability of
       the Company's operations once the development stage has ended, cannot
       presently be determined.





                                      9
<PAGE>   12



                CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                         (A Development Stage Company)

              Notes to Unaudited Consolidated Financial Statements

                               September 30, 1996

                                  (continued)



(1)    DESCRIPTION OF BUSINESS - CONCLUDED

       USE OF ESTIMATES

       Management of the Company has made a number of estimates and assumptions
       relating to the reporting of assets and liabilities and the disclosure
       of contingent assets and liabilities to prepare these financial
       statements in conformity with generally accepted accounting principles.
       Actual results could differ from those estimates.


 (2)   ACQUISITIONS

       CMRS AND 800 STOCK PURCHASE AGREEMENT

       On June 14, 1996, the Company executed a Stock Purchase Agreement with
       Libero Limited ("Libero"). Pursuant to the agreement, the
       Company acquired from Libero all the issued and outstanding common stock
       of CMRS Systems, Inc. ("CMRS") and 800 SMR Network, Inc.
       ("800") (jointly the "Management Companies"). The
       Management Companies intend to engage in the business of constructing
       and managing multi-channel 800 MHz Specialized Mobile Radio stations.
       The Management Companies have entered into management agreements
       ("Management Agreements") with certain companies (the
       "Companies"), pursuant to which CMRS or 800, as the case may
       be, has agreed, in accordance with applicable Federal Communications
       Commission ("FCC") rules, regulations and policies, to
       construct and manage all of the Stations for which the Companies have
       received licenses from the FCC. The respective shareholders of the
       Companies have granted to CMRS or 800, as the case may be, options to
       acquire all of the stock of the Companies ("Options"), at such
       time as all conditions of such transfer of control have been met, as set
       forth in the FCC rules, regulations and policies and as required by
       (beta)310 of the Communications Act of 1934, as amended by 47
       U.S.C.(beta)310.

       The Company consummated such acquisition for combined consideration
       valued at $33,085,446. The Company has accounted for the acquisition
       under the purchase method of accounting. The purchase price was paid
       with (1) an aggregate cash consideration of $3,547,000; (2) 508,000
       shares of the Company's restricted common stock valued at $1,238,250;
       and (3) a grant of an option to purchase 8,323,857 shares of common
       stock for a period of ten years at an exercise price of $.50 per share
       valued at $28,300,196. Combined consideration of $29,776,901 was
       allocated to management agreements held by CMRS and 800 and combined
       consideration of $3,308,545 was allocated to options to acquire the
       stock of the licensee corporations also held by CMRS and 800. These
       allocations were based on management's estimates of value. The Company
       will begin amortizing the cost allocated to the management contracts
       over the useful lives commencing upon the underlying Station being
       placed in service not to extend past June 2006. The Company is seeking
       to obtain separate independent verifications of the value of the
       Stations acquired and the value of the Securities issued in connection
       with the acquisition. The Company had sufficient cash on hand for the
       cash consideration paid.





                                      10
<PAGE>   13



                CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                         (A Development Stage Company)

              Notes to Unaudited Consolidated Financial Statements

                               September 30, 1996

                                  (continued)


(2)    ACQUISITIONS - CONTINUED

       GENERAL COMMUNICATIONS ASSET PURCHASE AGREEMENT

       On March 8, 1996, the Company re-negotiated and finalized the purchase
       of phases 2-5 of the General Communications Asset Purchase Agreement. In
       conjunction with this transaction, the Company purchased certain SMR
       equipment, land, building, other fixed assets, accounts receivables,
       inventory and FCC licenses for SMR channels in Memphis, Tennessee from
       General Communications Radio Sales and Service, Inc.
       ("General"). Prior to the asset purchase and since November
       1994, the Company was managing the daily operations of General for a
       management fee equal to the net cash flows of General.

       The acquired assets were recorded at $834,569. The Company paid $345,609
       in cash and issued 100,000 shares of restricted common stock with a fair
       market value on March 8, 1996 of $176,563, based on the discounted
       average closing bid and ask price of the Company's common stock trading
       on the NASD Electronic Bulletin Board. The Company's non-competition,
       consulting agreement and note payable liabilities to General with a
       balance totaling $906,687, net of the corresponding non-competition and
       consulting agreement asset of $244,571, were canceled and a new note
       payable was issued. The new note is a 25 year, unsecured, non-interest
       bearing, negotiable promissory note with a face amount of $4,110,000,
       scheduled to be repaid in 300 monthly installments.

       The note's monthly payments are subject to Consumer Price Index
       increases in years three through thirteen. The Company has assumed a CPI
       increase of 2.5% for recording purposes thereby reflecting the gross
       value of the note equal to $5,024,198. Interest on the note has been
       imputed at 9% giving a net present value of $1,208,869, net of
       unamortized discount of $3,815,329 amortized on the straight line method
       over the term of the note.

       The following unaudited pro forma results of operations assume the
       acquisition occurred as of January 1, 1995:


<TABLE>
<CAPTION>
         ----------------------------------------              Nine Months Ended 
         Unaudited Pro Forma Information:                     September 30, 1996
                                                              ------------------
<S>                                                          <C>
         Revenue Sales                                           $ 1,739,933
         Net Loss                                                 (4,710,868)
         Net Loss per Common Share                                     (0.44)

</TABLE>

       The pro forma financial information is not necessarily indicative of the
       operating results that would have occurred had the General acquisition
       been consummated as of January 1, 1995, nor are they necessarily
       indicative of future operating results.





                                      11
<PAGE>   14


                CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                         (A Development Stage Company)

              Notes to Unaudited Consolidated Financial Statements

                               September 30, 1996

                                  (continued)

(2)    ACQUISITIONS - CONCLUDED


       JJ&D, LLC INVESTMENT

       On May 23, 1996 the Company purchased a 20% investment in JJ&D, LLC by
       tendering $100,000 in cash, issuing a $100,000 non-interest bearing 120
       day note and issuing 298,507 options to purchase the Company's
       restricted common stock. The options are exerciseable for three years at
       $1.00 per share. JJ&D, LLC has obtained the exclusive rights from A
       Communications, LLC to market, in the United States, A Communications'
       proprietary SMR frequency agile quick start module. This investment is
       being accounted for using the equity method of accounting. All
       significant intercompany transactions since May 23, 1996, have been
       eliminated. Condensed financial information of JJ&D, LLC for the nine
       months ended September 30, 1996 is summarized below:


<TABLE>
<CAPTION>
       ----------------------------------
       Condensed Financial information:
         <S>                                  <C>
         Current Assets                       $ 195,486  
         Non-current Assets                   $    --    
         Current Liabilities                  $  26,100  
         Shareholders' Equity                 $(221,586) 
         Net Income                           $ 177,470  

</TABLE>



         AIRTEL SMR, INC. MANAGEMENT AND OPTION TO ACQUIRE AGREEMENT

         On May 11, 1996, the Company completed a Management and Option to
         Acquire Agreement with Airtel SMR, Inc., an operator of SMR stations.
         The Company assumed a $100,000 note payable, due May 1998 with
         interest at 12%. The Company received SMR equipment valued at $62,702,
         Management Agreements for one year valued at $3,730 and an Option to
         Acquire the common stock of Airtel SMR, Inc. valued at $33,568. The
         allocated valuations of the Management Agreement and Option to Acquire
         Agreement were based on management's estimates.


         AIRTEL COMMUNICATIONS, INC. ASSET PURCHASE AGREEMENT

         On May 11, 1996, the Company completed an Asset Purchase Agreement
         with Airtel Communications, Inc., an SMR sales organization. The
         Company paid $50,000 and received certain office equipment and rights
         to a customer list valued at $47,788. The customer list will be
         amortized on a straight-line basis over its useful life estimated to
         be two years. The accumulated amortization at September 30, 1996 was 
         $9,957.





                                      12
<PAGE>   15


                CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                         (A Development Stage Company)

              Notes to Unaudited Consolidated Financial Statements

                               September 30, 1996

                                  (continued)



(3)    STOCK SUBSCRIPTIONS RECEIVABLE AND SUBSCRIBED

       In the second quarter of 1996, the Company received $195,000 for the
       purchase of 145,000 shares of common stock. The shares were not issued
       until July 1996. As a result, the funds were held in an escrow account
       at June 30, 1996. The Company received the funds when the shares were
       issued in July 1996. In addition, the Company made a down payment on
       approximately 8 of certain license options and agreed to issue 11,440
       shares of its common stock as payment of 40% of the purchase price of
       these licenses valued at $32,890. The value of these shares is recorded
       as Stock Subscriptions Receivable at September 30, 1996.

       The 508,000 shares pursuant to the CMRS and 800 stock purchase agreement
       (see note 3), valued at $1,238,250 were also issued on July 2, 1996. The
       value of the shares has been combined with other consideration and
       allocated to management agreements and options to acquire stock.

       The value of the above mentioned unissued shares is classified as common
       stock subscribed in shareholders' equity at September 30, 1996.


(4)    PROPERTY AND EQUIPMENT

       Property and equipment, which is recorded at cost and depreciated over
       their estimated useful lives, generally 5-10 years, consists primarily
       of SMR system components and related acquisition costs. The recorded
       amount of property and equipment capitalized and related accumulated
       depreciation is as follows:



<TABLE>
<CAPTION>
                                                    September 30, 1996
                                                    ------------------
               <S>                                     <C>            
               SMR systems and equipment               $ 1,967,913    
                                                                      
               Buildings and Improvements                  345,665    
                                                                      
               Land                                        102,500    
                                                                      
               Furniture and office equipment              156,588    
                                                       -----------    
                                                         2,572,666    
                                                                      
               Less accumulated depreciation              (158,613)   
                                                       -----------    
                                                                      
                                                       $ 2,414,053    
                                                       ===========    
</TABLE>





                                      13
<PAGE>   16


                CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                         (A Development Stage Company)

              Notes to Unaudited Consolidated Financial Statements

                               September 30, 1996

                                  (continued)

(5)    FCC LICENSES

       FCC licenses consist of the following:


<TABLE>
<CAPTION>
                                                          September 30,
                                                              1996     
                                                          -----------  
                   <S>                                    <C>          
                   FCC licenses                           $ 1,548,299  
                                                                       
                   Less accumulated amortization             (134,051) 
                                                          -----------  
                                                                       
                                                          $ 1,414,248  
                                                          ===========  

</TABLE>


(6)    INVESTMENT IN LICENSE OPTIONS

       The Company has entered into various option agreements to acquire FCC
       radio licenses for SMR channels and also entered into management
       agreements with the licensees of the SMR channels. Depending on the size
       of the market in which the channel is located, the Company paid $100 to
       $1,500 for each option. As of September 30, 1996, the Company has
       invested $3,322,412 in license options. The total purchase price of the
       licenses under option, including commissions, amounts to approximately
       $32,593,168 and $43,000,000 at September 30, 1996 and December 31, 1995,
       respectively. The agreements allow the Company to purchase licenses
       within a specified period of time after the agreement is signed. On
       February 2, 1996, the Company made a down payment on approximately 140
       of certain license options and issued 285,860 restricted shares of its
       common stock as payment of 40% of the purchase price of these licenses
       (see Note 11). The issuance of the stock valued, at $821,848, is
       recorded as an investment in license options on September 30, 1996. In
       addition, the Company made a down payment on approximately 8 of certain
       license options and agreed to issue 11,440 restricted shares of its
       common stock as payment of 40% of the purchase price of these licenses.
       The shares have been valued at $32,890 and have been recorded as Stock
       Subscriptions Receivable at September 30, 1996.

       Certain options required down payments in January 1996. The Company has
       submitted an amendment to the option holders which would move the down
       payment date to September 9, 1996 and increases the down payment. Of the
       options the Company desires to amend, approximately 94% of the option
       holders have executed the amendments. On September 6, 1996, the Company
       submitted a second amendment for the option holders which would change
       the down payment amounts to a series of $100 quarterly payments instead
       of one lump sum. The first series was sent on September 9, 1996 and
       amounted to $116,000. The next series is due in December 1996. Of these
       second amendments sent, 94% of the option holders have executed the
       amendment. With respect to the remaining options on which a holder has
       not executed an amendment, the Company is in default of the terms
       thereof. The holders of such options have not yet, however, elected to
       terminate the options based on this default. Notwithstanding this
       failure to act, such holders may at any time terminate their options or
       exercise other remedies with respect thereto, unless the amendment is
       executed or the Company is able to meet its monetary obligations
       thereon.




                                      14
<PAGE>   17


                CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                         (A Development Stage Company)

              Notes to Unaudited Consolidated Financial Statements

                               September 30, 1996

                                  (continued)


(6)    INVESTMENT IN LICENSE OPTIONS - CONCLUDED


       Upon entering into an option agreement, the Company also enters into a
       management agreement with the licensee. The management agreements give
       the Company the right to manage the SMR systems for the period stated in
       the agreements, usually 2 to 5 years. During this period revenues
       received are shared with the licensee after certain agreed upon costs to
       construct the channels have been recovered. The Company has not
       recognized any revenue from these agreements during the nine months
       ended September 30, 1996 and 1995, as none of the systems under option
       are revenue producing.


       COMMISSION PAYABLE

       In connection with the exercise of the options to purchase licenses, the
       Company is required to pay an allocated portion of the payment to a
       certain third party. As a result of the down payment made on February 2,
       1996 to purchase 140 of licenses, the Company accrued $175,600 of
       commissions payable which represents 40% of the total commissions to be
       paid when these licenses are fully paid for by the Company.




(7)    INVESTMENT IN OPTIONS TO PURCHASE STOCK OF UNDERLYING LICENSEE 
       CORPORATION

       The Company has allocated $29,776,901 of combined consideration tendered
       in the acquisition of CMRS and 800 to the options to acquire the stock
       of the licensee corporations (the "Companies") held by CMRS
       and 800. This allocation was based on management's estimates of fair
       market value (see Note 2). The respective shareholders of the Companies
       have granted to CMRS or 800, as the case may be, options to acquire all
       of the stock of the Companies, at such time as all conditions of such
       transfer of control have been met, as set forth in the FCC rules,
       regulations and policies and as required by (beta)310 of the
       Communications Act of 1934, as amended by 47 U.S.C.(beta)310.




(8)    MANAGEMENT AGREEMENTS

       The Company has allocated $28,300,196 of combined consideration tendered
       in the acquisition of CMRS and 800 to the ten year Management Agreements
       held by CMRS and 800. This allocation was based on management's
       estimates of fair market value (see Note 3). The Management Companies
       have entered into management agreements with certain companies, pursuant
       to which CMRS or 800, as the case may be, has agreed, in accordance with
       applicable Federal Communications Commission ("FCC)" rules,
       regulations and policies, to construct and manage all of the Stations
       for which the Companies have received licenses from the FCC. The Company
       will begin amortizing the cost allocated to the management contracts
       over the useful lives commencing upon the underlying Station being
       placed in service not to extend past June 2006.




                                      15
<PAGE>   18


                CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                         (A Development Stage Company)

              Notes to Unaudited Consolidated Financial Statements

                               September 30, 1996

                                  (continued)



(9)    NOTES PAYABLE


       In connection  with the note payable to JJ&D,  LLC at June 30, 1996, the
       Company paid cash of $100,000 on September 10, 1996, in full satisfaction
       of the note payable.



(10)   LONG-TERM DEBT



<TABLE>
<CAPTION>
                                                                                                                         
        Long-Term debt consists of the following:                                          September 30, 1996
                                                                                        --------------------------
         <S>                                                                              <C>
          Notepayable in connection with the asset purchase of General (see note        
              3), payable in monthly installments of $12,500 through February           
              1997, $13,750 through February 1998; thereafter, monthly payments         
              are subject to annual CPI increases through February 2008 at which        
              time the monthly payments are capped through February 2021                
              Management has assumed annual CPI increases to be 2.5%                    
              Non-interest bearing with interest imputed at 9%, net of                  
              unamortized discount of $3,726,304 as of September 30, 1996               
                                                                                                 $ 1,210,394  
          Notes convertible to the Company's Common Stock, principal due June           
              1999, interest due semi-annually June and December at a rate of           
              8%                                                                                     985,000
                                                                                        
          Notepayable to Bortex Trust in connection with asset purchase (see            
              note 3) payable in monthly installments of $4,707 through May 1998,       
              including interest at 12%                                                 
                                                                                                      84,947
          Notes Convertible to the Company's Common Stock, principal due                
              September 1998, interest due quarterly at a rate of 8%                    
                                                                                                   3,000,000
                                                                                                 -----------
                                                                                                 $ 5,280,341 
                                                                                        
          Less current installments                                                                  200,614
                                                                                                 -----------
                                                                                                 $ 5,079,727 
                                                                                                 ===========
</TABLE>





                                      16
<PAGE>   19


                CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                         (A Development Stage Company)

              Notes to Unaudited Consolidated Financial Statements

                               September 30, 1996

                                  (continued)



(10)   LONG-TERM DEBT - CONTINUED



       Aggregate maturity of debt for the next five years is as follows:




<TABLE>
<CAPTION>
          Year ended September 30:
                  <S>                     <C>
                  1997                    $  199,363
                  1998                     3,211,740
                  1999                     1,156,592
                  2000                       175,881
                  2001                       180,278
                                                    
                                          ----------
                                          $4,923,854
                                          ==========
</TABLE>


       DEBT ISSUANCE

       In June 1996, the Company issued $4 million out of a $5 million offering
       of 8%, three year, convertible notes. The Company received $3,585,833,
       net of placement fees of $420,000. In July 1996, the Company placed the
       remaining $1 million convertible notes and received $900,000, net of
       placement fees of $100,000.

       During the 1996 third quarter, holders tendered $3,015,000 of the three
       year, 8% debentures for conversion into 1,883,049 common shares of the
       Company. The value of the note conversion plus interest amounted to
       $4,079,843.

       In September 1996, the Company issued a new debt offering of $3 million
       of 8%, two year convertible notes. The Company received $2,700,000, net
       of placement fees of $300,000.


       LEASE COMMITMENT

       Commencing in March 1995, the Company leases its corporate offices and
       warehouse facilities in Las Vegas, Nevada under a non-cancelable
       operating lease agreement which expires in March 1997. Terms of the
       lease provide for minimum monthly payments of $5,560 including operating
       expenses. The agreement provides for one two-year renewal period in
       which the lease payment shall be adjusted for changes in the consumer
       price index as defined therein.

       The Company is obligated under a capital lease for various SMR
       equipment.

       In addition, the Company leases certain antenna sites for transmission
       of SMR services. The terms of these leases range from month to month to
       5 years, with options to renew. Most of the leases provide for a
       termination period of 30 to 60 days by the Company or the site owner.





                                     17
<PAGE>   20


                CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                         (A Development Stage Company)

              Notes to Unaudited Consolidated Financial Statements

                               September 30, 1996

                                  (continued)

10)    LONG-TERM DEBT - CONCLUDED


       Future minimum payments associated with the leases described herein,
       including renewal options, are as follows:



<TABLE>
<CAPTION>
                                                          CAPITAL           OPERATING
             Nine months ended                            LEASES              LEASES 
               September 30:                            ---------           ---------
<S>                                                     <C>                 <C>
                   1997                                 $ 27,114             $169,145
                   1998                                   21,390               84,730
                   1999                                     --                 48,540
                   2000                                     --                 31,042
                   2001                                     --                  6,759
                                                        -----------------------------
                                                        $ 48,504             $340,216
                                                        =============================
                                                                     
                   Total minimum lease payments           54,643     
                   Imputed interest                        6,417     
                                                         -------     
                   Present value of minimum                          
                     capitalized lease payments           48,504     
                   Current portion                        27,114     
                                                         =======     
                   Long term capitalized lease                       
                     obligations                         $21,390     
                                                         =======     
</TABLE>



       Total rent expense for the nine months ended September 30, 1996 amounted
       to $50,040.


(11)   EQUITY TRANSACTIONS

       PREFERRED OFFERING

       On April 4, 1996, the Company issued 250,000 shares of preferred stock
       in exchange for $2,275,956, net of expenses of $224,044. In addition, no
       later than April 15, 1996, the agreement calls for the Company to issue
       warrants to purchase 50,000 shares of common stock. During June of 1996,
       all 250,000 shares of the preferred stock were converted into 481,025
       shares of the Company's common stock.





                                      18
<PAGE>   21


                CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                         (A Development Stage Company)

              Notes to Unaudited Consolidated Financial Statements

                               September 30, 1996

                                  (continued)

(11)   EQUITY TRANSACTIONS - CONTINUED


       PRIVATE PLACEMENT

       In August 1995, the Company prepared a Private Placement Memorandum
       ("PPM") and offered 1,000,000 units at a price of $2.00 per
       unit. Each unit consisted of one share of the Company's common stock and
       one common stock purchase warrant. One warrant entitles the holder to
       purchase one share of common stock at $5.00 per share for a period of
       three years from the date of issuance.

       In October 1995, the Company reduced the price of the units in the PPM
       to $1.50 per unit with the same warrant terms.

       In connection with the PPM the Company issued 763,585 shares of 
       restricted  common shares and received proceeds of $1,252,790 net of 
       issuance costs of $54,210.

       The Company also sold 430,000 shares of restricted common stock to three
       foreign investors and received proceeds of $600,000, net of placement
       fees of $45,000. Options to purchase 400,000 shares were also issued at
       strike prices ranging from $2.50 - $6.00.

       PREPAID OPTIONS

       In September 1996, in connection with the options granted to Libero for
       the purchase of CMRS & 800 MHz, the Company booked a liability for
       prepaid options in the amount of $2,082,116. Libero tendered the funds
       to prepay future option exercises. The amount was tendered to a third
       party to purchase back 1,514,266 shares of the Company's stock form a
       former officer/director. The shares were then tendered to the Company
       and subsequently canceled. The corresponding amounts were removed from
       equity on the balance sheet as of September 30, 1996.


       DEBT CONVERSIONS

       UNRELATED PARTIES -- The Company issued 450,000 shares of unrestricted
       common stock valued at $.37 per share in lieu of cash payment of
       $153,000 for consulting services.


       PREPAID MANAGEMENT RIGHT FEES

       On December 29, 1995, in connection with an agreement for the management
       of certain SMR stations, the Company issued 77,002 shares of restricted
       common stock valued at $1.50 per share. The agreement called for the
       Company to receive a percentage of the net revenues generated over the
       next five years. The number of shares issued was determined based on the
       present value of an estimate of the future cash flows to be received
       under the management agreement. The expense related to this transaction
       was based on the fair market value of the stock at the date of grant and
       totaled $117,813 at December 31, 1995. The total amount was capitalized
       as prepaid expense in the consolidated balance sheet at December 31,
       1995, and will be amortized over the management agreement period. Total
       amortization as of September 30, 1996 equals 27,188.





                                      19
<PAGE>   22


                CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                         (A Development Stage Company)

              Notes to Unaudited Consolidated Financial Statements

                               September 30, 1996

                                  (continued)

(11)   EQUITY TRANSACTIONS - CONTINUED


       LICENSE PURCHASE

       In February 1996, the Company issued 285,860 restricted common shares as
       down payment for the exercise of the option to purchase 140 licenses
       under the license option agreements (see Note 6). The issuance of the
       stock represented 40% of the purchase price. The amount capitalized as
       down payment of these licenses was based on the fair market value of the
       stock on the date of issuance and totaled $821,848.



       OPTIONS

       During 1996, the Company granted stock options to purchase 9,642,364
       shares of the Company's restricted common stock. The options have been
       issued to shareholders, consultants, investors and third parties through
       acquisitions and are exerciseable for three to ten years from date of
       issuance.


<TABLE>
<CAPTION>
       STOCK OPTIONS                                       NUMBER OF SHARES
       --------------------------------------------------------------------
       <S>                                                   <C>
       Outstanding at December 31, 1995                       3,072,136
       Granted at $0.50-$6.00 per share                      10,842,364
       Less -
       Exercised at $0.50-$2.50 per share                     2,911,666
       Lapsed or canceled                                       330,000
                                                             ----------
       Outstanding at September 30, 1996                     10,672,834
                                                             ==========
</TABLE>
       



                                      20
<PAGE>   23


                CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                         (A Development Stage Company)

              Notes to Unaudited Consolidated Financial Statements

                               September 30, 1996

                                  (continued)

(11)   EQUITY TRANSACTIONS - CONTINUED

       WARRANTS

       During the nine months ended September 30, 1996, the Company issued
       warrants in conjunction with the following transactions:

       o    549,471 issued in connection with the private placement unit sales 
            (see "private placement").

       o    50,000 issued in connection with the Preferred Stock placement.


       The following is a summary of warrants outstanding and their terms as of
       September 30, 1996:


<TABLE>
<CAPTION>
       WARRANTS                                          NUMBER OF SHARES
       ----------------------------------------------------------------------
       <S>                                                  <C>
       Outstanding at December  31, 1995                    1,109,334
       Granted at $5.00 per share                             599,417
       Less -
       Exercised                                                 --
       Lapsed or canceled                                        --
       
       ----------------------------------------------------------------------
       Outstanding at September 30, 1996                    1,708,751

</TABLE>

       MINORITY INTEREST

       Prior to the reverse merger, the Company sold restricted common stock in
       its subsidiary, CCI, to a third party totaling 700,000 shares. The
       holder of such shares has not yet elected to convert these shares of CCI
       to shares of Chadmoore Wireless Group, Inc. As per the amended and
       restated stock subscription agreement dated January 13, 1995, the third
       party has options to purchase 2,100,000 shares of restricted common
       stock of CCI. The options are exerciseable six months from the closing
       date of the amended and restated stock subscription agreement through
       eight years from this date. As such, by July 13, 1995, 700,000 options
       that were exerciseable at $1.50 per share were unexercised by the third
       party and thus expired on that date. Options to purchase 1,400,000
       shares of CCI remained outstanding at September 30, 1996 at the
       following exercise prices:





<TABLE>
<CAPTION>
                NUMBER OF         OPTION        EXERCISE              OPTION
                ---------         ------        --------              ------
                 OPTIONS           TYPE          PRICE              EXPIRATION
                 -------           ----          -----              ----------
                                                                       DATE
                                                                       ----
                <S>                <C>           <C>                 <C>
                700,000              A            $ 2.50             1/13/2000
                700,000              B            $ 4.00             1/13/2003

</TABLE>
                                                                


                                      21
<PAGE>   24


                CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                         (A Development Stage Company)

              Notes to Unaudited Consolidated Financial Statements

                               September 30, 1996


                                  (continued)



(11)   EQUITY TRANSACTIONS - CONCLUDED

       MINORITY INTEREST - CONCLUDED

       In addition, subsequent to the merger, the Company sold common stock in
       CCI to third parties totaling 30,000 shares with net proceeds of
       $45,000. At December 31, 1995 these 30,000 shares of CCI's common stock
       were converted to an equal number of Chadmoore Wireless Group, Inc.'s
       restricted common stock and these shareholders were granted warrants to
       purchase 30,000 shares of common stock at $5 per share.

       As a result of the reverse purchase acquisition and Plan of
       Reorganization as described in Note 1, the third party shareholders of
       CCI shares are not considered a minority interest in the Company for
       accounting purposes as CCI is treated as the acquiring entity.

       However, for accounting purposes, the original shareholders of Capvest
       would be a minority interest. Due to the net losses of the Company
       incurred to date, no minority interest is presented in the accompanying
       consolidated financial statements.



(12)   COMMITMENTS AND CONTINGENCIES

       LICENSE OPTION CONTINGENCIES

       Once an SMR channel is operating, the Company may exercise its option to
       acquire the license at any time prior to the expiration of the option.
       Although, the Company presently intends to exercise all options, the
       exercise is subject to a number of contingencies. These contingencies
       include constructing the license within the time period allotted by the
       FCC, maintaining the channel once constructed, the Company having the
       ability to purchase the license and the FCC approval of the transfer.


       LEGAL PROCEEDINGS

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





                                      22
<PAGE>   25


                CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                         (A Development Stage Company)

              Notes to Unaudited Consolidated Financial Statements

                               September 30, 1996


                                  (concluded)

(13)   SUBSEQUENT EVENTS


       MOTOROLA PURCHASE AND FINANCE AGREEMENTS

       On October 25, 1996, the Company's subsidiary, Chadmoore Communications,
       Inc. ("CCI") signed a purchase agreement with Motorola to
       purchase approximately $10 million of Motorola's radio communications
       equipment, including a Smartnet II radio system, within 30 months of the
       effective date of the agreement. In connection with this purchase
       agreement, CCI entered into a financing and security agreement with
       Motorola. This agreement allows CCI to borrow up to a total of $5
       million. This Loan Facility is available for draw downs during the
       effective date of the purchase agreement. Principle and interest on the
       Promissory Note are payable in arrears monthly from the date of each
       funding for a period of 36 months from the fund date.

       AMC CORP LETTER OF AGREEMENT

       In October 1996, the Company entered into an agreement with American
       Credit Corp to establish a $16.5 million equipment financing facility
       for the purpose of purchasing analog systems and related equipment. The
       equipment will be purchased by AMC Corp (the "Lessor") and
       leased to the Company. The agreement calls for a basic lease term of
       five years. At the expiration of the lease, the Company will have the
       right to purchase all, but not less than all, of such equipment at a
       purchase price equal to the fair market value of such equipment.

       MUTUAL SETTLEMENT AND RELEASE AGREEMENTS

       In October 1996, the Company entered into Mutual Settlement and Release
       agreements (the "Settlement Agreements") with certain parties
       to an SMR System Management Agreement and Option to Acquire (the
       "Underlying Agreements"). The parties agreed to nullify and
       render void the Underlying Agreements and as additional consideration
       for the Settlement Agreements, the Company agreed to issue shares of the
       Corporation's restricted common stock. Pursuant to the terms in the
       Settlement Agreements, the Company has authorized the issuance of an
       aggregate of 43,100 shares of its restricted common stock, the value of
       which will be reflected in Other income and expenses in the Company's
       income statement.




                                      23
<PAGE>   26


                CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                         (A Development Stage Company)


ITEM 2.   PLAN OF OPERATION

The Company's objectives over the next 12 months are to construct analog
channels in selected markets, establish distribution, institute its marketing
plan, increase recurring revenues through the addition of subscribers in all
markets, and construct an initial digital SMR network. Through acquisition and
management of existing operating systems and construction of newly licensed SMR
stations, the Company intends to increase the customer base and corresponding
revenues within each market. The plan is to select markets where the Company
has adequate available channel density, where there is lack of current capacity
with existing operations to serve market needs, where there is immediate
distribution through existing SMR sales and service providers, and where there
is significant population base to market its services to and generate
sufficient revenues to justify the capital required to provide service.

To date, the Company's activities have been limited to raising capital for
operations and acquisitions, hiring a core team of employees, and managing and
acquiring initial operating systems. In March 1996, the Company acquired its
initial operating SMR system in Memphis, Tennessee which currently has
annualized gross revenues in excess of $2,000,000. In May 1996, the Company
acquired a sales facility and the rights to manage with an option to acquire an
SMR system in Little Rock, AR. The Company currently offers two types of
wireless communication services: SMR dispatch (two-way) and telephone
interconnect. Both services utilize analog SMR technology. The Company sells
analog SMR equipment to subscribers and provides the system and services on
which customers can use their equipment. These operations serve a population of
approximately 1,500,000.

The Company has also entered into five year option to acquire and management
agreements with over 1,250 licensees, comprising over 2,300 channels licensed
by the FCC, in over sixty cities throughout the mid-South and mid-West regions
of the United States covering areas with a total combined population in excess
of 40,000,000.

In June, 1996, the Company acquired all the issued and outstanding common
stock of CMRS Systems, Inc. ("CMRS") and 800 SMR Network, Inc. ("800") (jointly
the "Management Companies"). The Management Companies have entered into
management agreements with certain companies ("Companies") pursuant to which
CMRS or 800 have agreed to construct and manage all of the channels for which
the Companies have received licenses from the FCC. The respective shareholders
of the Companies have granted to CMRS or 800, as the case may be, options to
acquire all of the stock of the Companies, at such time as all conditions of
such transfer of control have been met, as set forth in the FCC rules,
regulations and policies. The Management Companies intend to engage in the
business of constructing and managing multi-channel 800 MHz SMR stations.

The acquisition is significant to the Company in that it substantially
increases the total number of channels under management to over 7,000 channels
and expands the service footprint to over two hundred markets located in
forty-seven States and the U.S. Territories of Puerto Rico and the Virgin
Islands covering areas with a total combined population in excess of
60,000,000. Additionally, the Company has formed dealer agreements with
independent SMR operators, and has begun to develop, construct and market SMR
services.




                                      24
<PAGE>   27


                CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                         (A Development Stage Company)

ITEM 2.   PLAN OF OPERATION - CONTINUED

The Company plans to offer analog and digital wireless communication services
ranging from two-way dispatch, and telephone interconnect, to services
comparable in quality to those provided by current cellular telephone
operators. In addition, the Company plans to offer in a single handset,
services and combinations of services currently not previously available in its
operating areas. These services will include combined mobile telephone,
dispatch and data transmission. When Chadmoore begins the implementation of
digital technology, it plans to use Motorola's integrated Dispatch Enhanced
Network ("iDEN") technology and subscriber equipment in phased
digital network deployment. The implementation of iDEN technology will afford
the Company the benefits of dramatically expanding existing system capacity and
provide advanced features, call clarity, and call security to its subscribers.
As the Company develops its digital wireless network, it intends to selectively
convert analog SMR channels to iDEN technology as capacity shortfalls and
marketplace demands for additional features dictate.

The Company plans to use leased facilities on existing towers wherever
possible to avoid the cost of tower and shelter construction. Management
believes this approach will also expedite the construction process and avoid
time delays associated with local zoning and permit issues. The Company expects
approximately 33% of the planned sites will need to be constructed. In the
cases where construction is necessary, the Company will be required to bear the
costs of constructing a site which may include: access road development, land
acquisition, shelter costs, foundation and tower construction.

Over the next 12 months, the marketing objective is to activate customers on
the Company's channels as constructed and position the Company as a leader in
new wireless communication technology and service. Management believes that
Motorola's brand name recognition, combined with the Company's targeted
marketing approach, will assist in developing customer interest in the analog
and digital wireless services offered. The strategy is to increase Company
revenues with the smallest possible incremental marketing expense, using
existing dealers and operators in its footprint.

It is anticipated that the Company's recurring revenues will consist primarily
of subscriber network usage revenues, which consist of monthly access fees per
unit, incremental charges based on minutes of use, and lease revenues from site
operations where the Company owns or manages a transmission facility and leases
space to a third party. Lease revenues, while not a primary source of revenue,
offer increased cash flow opportunities for little additional cost. From time
to time, changes in the Company's plans may dictate that facilities, originally
acquired to be included in an operating system, will be sold, traded or used in
partnership with existing service providers in a particular market to provide
either additional cash flow for growth or to begin or strengthen specific
strategic alliances.

The Company has elected to develop two channels of distribution: independent
agents and, to a lesser extent, direct sales representatives. Independent
agents will be established in each of the markets as available. The Company
intends to attract high quality agents through innovative compensation plans.
The Company will also establish a sales presence in markets where adequate
independent agents are not available. It is anticipated that each sales office
will have a minimal retail presence for walk-in customer traffic. In addition,
the Company's management team recognizes that additional staff will be required
to properly support marketing, sales, engineering, and accounting. The Company
intends to minimize overhead costs through centralization and automation of
support services, such as activations, billing and collections.




                                      25
<PAGE>   28


                CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                         (A Development Stage Company)


ITEM 2.   PLAN OF OPERATION - CONTINUED

LIQUIDITY AND CAPITAL RESOURCES

The Company's sources of capital are the proceeds from the sale of common stock
from private placement(s), registered offering(s) of stock to the general
public, vendor financing, debt or convertible debt and the anticipated cash
from future operating revenue and the possible receipt of proceeds from the
exercise of the Company's options and warrants. There is no assurance that the
Company will be able to obtain such additional financing or, if available, that
the terms of the financing would be advantageous to the Company or its
shareholders.

On February 28, 1996, the Company executed with Motorola a purchase agreement
for its iDEN product. The agreement is conditional upon the Company acquiring
acceptable financing. The Company intends to obtain the required financing
through Motorola's Financing Division. The Company has delayed the
implementation of its initial iDEN system, due to the need for in-depth
engineering and operational analysis of the market positions it now controls as
well as the impact of possible strategic relationships. Upon completion of the
analysis, the Company has determined that the most feasible way to construct
and operate its channels on such a wide scale basis is to utilize Motorola's
advance analog equipment, including Smartnet II radio systems and has deferred
the implementation of iDEN equipment until the analog systems are unable to
accommodate market demand. On October 25, 1996, the Company's subsidiary,
Chadmoore Communications, Inc. ("CCI") signed a purchase agreement
with Motorola to purchase approximately $10 million of Motorola's radio
communications equipment, including a Smartnet II radio system. The equipment
is to be purchased within 30 months of the effective date of the agreement. In
connection with this purchase agreement, CCI entered into a financing and
security agreement ("Loan Facility") with Motorola. This agreement
allows CCI to borrow up to a total of $5 million. This loan Facility is
available for draw downs during the effective date of the purchase agreement.
Principle and interest on the Promissory Note are payable in arrears monthly
from the date of each funding for a period of 36 months from the fund date.

In April 1996, the Company issued 250,000 shares of its Convertible Series A
Preferred Stock for net proceeds of $2,275,956.

In June 1996, the Company issued $4 million out of a $5 million offering of 8%,
three year, convertible notes. The Company received $3,580,000, net of
placement fees of $420,000. In July 1996, the Company placed the remaining $1
million convertible notes and received $900,000, net of placement fees of
$100,000.

In September 1996, the Company issued a new debt offering of $3 million of 8%,
two year convertible notes. The Company received $2,700,000, net of placement
fees of $300,000.





                                      26
<PAGE>   29


                CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                         (A Development Stage Company)


ITEM 2.   PLAN OF OPERATION - CONCLUDED

LIQUIDITY AND CAPITAL RESOURCES - CONCLUDED


During the next 12 months, the Company will require access to sufficient
capital to enable it to act quickly on opportunities that present themselves in
the Company's target markets. The Company believes that in the next 12 months
it will require approximately $11.0 million for capital expenditures associated
with the leased and capital assets necessary for the construction of systems.
In addition, the Company expects to require an additional $5.3 million to meet
operating expenses. When the Company commences the staged conversion of its
analog SMR systems to a Digital Mobile format, it will require significant
additional capital.

The Company intends to seek additional cash financing in exchange for one or
more of the following: financing provided by the vendor of the analog and
digital mobile equipment, incurring additional indebtedness, which may include
the issuance of debt securities convertible into shares of the Company's common
stock, issuing additional shares of preferred stock, which may include
preferred stock convertible into shares of the Company's common stock, and
issuing additional shares of common stock pursuant to one or more privately
negotiated transactions or public offerings. In the event that the Company
issues convertible debt securities or preferred stock convertible into shares
of its common stock, the effective price at which such shares of common stock
may be issued and sold by the Company may be lower than the prevailing market
prices for the Company's common stock at the time of such conversion and/or at
the time of issuance of such convertible debt or preferred stock.

In October 1996, the Company entered into an agreement with American Credit
Corp to establish a $16.5 million equipment financing facility for the purpose
of purchasing analog systems and related equipment. The equipment will be
purchased by AMC Corp (the "Lessor") and leased to the Company. The
agreement calls for a basic lease term of five years. At the expiration of the
lease, the Company will have the right to purchase all, but not less than all,
of such equipment at a purchase price equal to the fair market value of such
equipment.

Recently, the Company has held discussions with potential underwriters for a
potential public offering of the Company's securities. As of the date of this
report, however, the Company does not have a signed letter of intent from any
underwriter for a public offering of its securities, and there can be no
assurance that the Company will be able to obtain a signed letter of intent
from an underwriter or that it will be able to raise the capital necessary to
construct the channels for its proposed SMR network.

Accordingly, based on the plans and intentions set forth above, management
anticipates that through the establishment of operational SMR systems in
conjunction with the ability to provide both short term funding of operations
and long term acquisition and development activities, the Company expects to
emerge from the development stage and establish normal operations in 1996.
However, as of September 30, 1996, the success of achieving the objectives
discussed herein, as well as the overall profitability of the Company's
operations once the development stage has ended, cannot presently be
determined.




                                      27
<PAGE>   30


                CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                         (A Development Stage Company)


                          PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

As reported in the Company's Quarterly Report on Form 10-QSB for the Quarterly
Period Ended June 30, 1996, a lawsuit titled Key Communications Group, Inc. v.
Robert Moore, David Chadwick, Chadmoore Communications, Inc. and Chadmoore
Communications of Tennessee, Inc., Civil Action No. 94-CV-4196, was filed in
the District Court, City and County of Denver, State of Colorado, on August 31,
1994. This lawsuit was settled during the period covered by this Report and was
dismissed with prejudice pursuant to an order of the Court dated July 9, 1996.

ITEM 2. CHANGES IN SECURITIES
         None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES
         None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
         None.

ITEM 5. OTHER INFORMATION
         None.




                                      28
<PAGE>   31


                CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                         (A DEVELOPMENT STAGE COMPANY)

                    PART II - OTHER INFORMATION - CONTINUED

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

   (a)      Exhibits

2.1  Agreement and Plan of Reorganization dated February 2, 1995, by and
     between the Company (f/k/a Capvest Internationale, Ltd.) and Chadmoore
     Communications, Inc.(1) 

2.2  Addendum to the Agreement and Plan of Reorganization, dated February 21,
     1995, by and between the Company (f/k/a Capvest Internationale, Ltd.) and
     Chadmoore Communications, Inc.(1)

2.3  Addendum No. 2 to the Agreement and Plan of Reorganization, dated March
     31, 1995, by and between the Company (f/k/a Capvest Internationale, Ltd.)
     and Chadmoore Communications, Inc.(1)

3.1  Articles of Incorporation(2)

3.2  Articles of Amendment to the Articles of Incorporation filed November 1,
     1988(3)

3.3  Articles of Amendment to the Articles of Incorporation filed April 28,
     1995(4)

3.4  Articles of Amendment to the Articles of Incorporation filed April 1,
     1996(5)

3.5  Articles of Amendment to the Articles of Incorporation filed April 11,
     1996(6)

3.6  Bylaws(2)

4.1  Form of Warrant Certificate, together with the Terms of Warrants(7)

4.2  Registration Rights Agreement(8)

4.3  Certificate of Designation of Rights and Preferences of Series A
     Convertible Preferred Stock of the Company(9)

10.1 Amended Non-qualified Stock Option Plan dated October 12, 1995 (employee
     stock option plan covering 1,500,000 shares)(10)

10.2 Employee Benefit and Consulting Services Plan dated July 7, 1995(11)

10.3 First Amendment to the Employee Benefit and Consulting Services Plan dated
     December 8, 1995(12)



-----------------------------

(1)  Incorporated by reference to Exhibit 1 in the Company's Form 8-K, under
     Item 2, date of earliest event reported February 21, 1995

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

(3)  Incorporated by reference to Exhibit 3.2 to the Company's Form 10-KSB for
     the year ended December 31, 1995

(4)  Incorporated by reference to Exhibit 3.3 to the Company's Form 10-KSB for
     the year ended December 31, 1995

(5)  Incorporated by reference to Exhibit 3.4 to the Company's Form 10-KSB for
     the year ended December 31, 1995

(6)  Incorporated by reference to Exhibit 3.5 to the Company's Form 10-KSB for
     the year ended December 31, 1995

(7)  Incorporated by reference to Exhibit 4.1 to the Company's Form 10-KSB for
     the year ended December 31, 1995

(8)  Incorporated by reference to Exhibit 4.2 to the Company's Form 10-KSB for
     the year ended December 31, 1995

(9)  Incorporated by reference to Exhibit 3.4 to the Company's Form 10-KSB for
     the year ended December 31, 1995

(10) Incorporated by reference to Exhibit 10.1 to the Company's Form 10-KSB for
     the year ended December 31, 1995

(11) Incorporated by reference to Exhibit 4.1 in the Registration Statement on
     Form S-8 effective July 12, 1995 (file no.-94508)

(12) Incorporated by reference to Exhibit 4.1 in the Registration Statement on
     Form S-8 effective December 14, 1995 (file no. 33-80405)




                                      29
<PAGE>   32


                CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                         (A DEVELOPMENT STAGE COMPANY)

                    PART II - OTHER INFORMATION - CONTINUED

   (a)      Exhibits - concluded


10.4  Employment Agreement between the Company'and Robert W. Moore effective as
      of April 21, 1995(13)

10.5  Employment Agreement between the Company'and David J. Chadwick effective
      as of April 21, 1995(14)

10.6  Employment Agreement between the Company'and William C. Bossung effective
      as of April 21, 1995(15)

10.7  Integrated Dispatched Enhanced Network ("iDEN") Purchase Agreement dated
      February 28, 1996, by and between the Company'and Motorola, Inc.(16)

10.8  Amendment Number 001 to the Integrated Dispatched Enhanced Network
      ("iDEN") Purchase Agreement dated March 25, 1996(17)

10.9  Asset Purchase Agreement dated November 2, 1994 by and between Chadmoore
      Communications, Inc. and General Communications Radio Sales and Service,
      Inc., General Electronics, Inc. and Richard Day with Exhibits(18)

10.10 Modification to Asset Purchase Agreement dated March 8, 1996, by and
      between Chadmoore Communications, Inc., the Company'and Chadmoore
      Communications of Tennessee, Inc. and General Communications Radio Sales
      and Service, Inc., General Electronics, Inc. and Richard Day with
      Exhibits(19)

10.11 Stock Purchase Agreement dated June 14, 1996, by and between Chadmoore
      Wireless Group, Inc. and Libero Limited(20)

11.1  Earnings Per Share (see notes to Consolidated Financial Statements)(21)

27.1  Financial Data Schedule



-----------------------

(13) Incorporated by reference to Exhibit 10.4 to the Company's Form 10-KSB for
     the year ended December 31, 1995

(14) Incorporated by reference to Exhibit 10.5 to the Company's Form 10-KSB for
     the year ended December 31, 1995

(15) Incorporated by reference to Exhibit 10.6 to the Company's Form 10-KSB for
     the year ended December 31, 1995

(16) Incorporated by reference to Exhibit 10.7 to the Company's Form 10-KSB for
     the year ended December 31, 1995

(17) Incorporated by reference to Exhibit 10.8 to the Company's Form 10-KSB for
     the year ended December 31, 1995

(18) Incorporated by reference to Exhibit 2.2 in the Company's Form 8-K, under 
     Item 2, date of earliest event reported March 8, 1996

(19) Incorporated by reference to Exhibit 2.1 in the Company's Form 8-K, under 
     Item 2, date of earliest event reported March 8, 1996

(20) Incorporated by reference to Exhibit 10.11 in the Company's Form 8-K, 
     under Item 2, date of earliest event reported June 14, 1996

(21) Incorporated by reference to Exhibit 11.1 to the Company's Form 10-KSB for
     the year ended December  31, 1995




                                      30

<PAGE>   33


                CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                         (A DEVELOPMENT STAGE COMPANY)

                    PART II - OTHER INFORMATION - CONTINUED


(b)      Reports on Form 8-K

         (i)  Current Report Form 8-K filed March 22, 1996 reporting 
         consummation of the Modification to Asset Purchase Agreement dated
         March 8, 1996 by and between Chadmoore Communications of Tennessee,
         Inc. and General Communications Radio Sales and Service, Inc., General
         Electronics, Inc. and Richard Day with Exhibits
        
         (ii) Current Report of Form 8-K filed May 14, 1996 reporting the
         resignation, effective April 30, 1996, of David Chadwick as Executive
         Officer and Director of the Company'and similar positions with
         affiliates of the Company with Exhibit.

         (iii) Current Report on Form 8-K filed June 28, 1996, reporting the
         execution of the Stock Purchase Agreement dated June 14, 1996 by and
         between Chadmoore Wireless Group, Inc. and Libero Limited with
         Exhibit, and amendment thereto, on Form 8-K/A-1 filed July 30, 1996



                                      31
<PAGE>   34
                                   SIGNATURES



In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.




                                       CHADMOORE WIRELESS GROUP, INC.



                                       By: /s/  Gary L. Killoran
                                          --------------------------------------
                                       Gary L. Killoran, Chief Financial Officer

DATE:   November 19, 1996



                                      32
<PAGE>   35
                              EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No.                         Exhibit Description                                   Page
-------                     -------------------                                   ----
<S>  <C>                                                                          <C>
2.1  Agreement and Plan of Reorganization dated February 2, 1995, by and
     between the Company (f/k/a Capvest Internationale, Ltd.) and Chadmoore
     Communications, Inc.(1) 

2.2  Addendum to the Agreement and Plan of Reorganization, dated February 21,
     1995, by and between the Company (f/k/a Capvest Internationale, Ltd.) and
     Chadmoore Communications, Inc.(1)

2.3  Addendum No. 2 to the Agreement and Plan of Reorganization, dated March
     31, 1995, by and between the Company (f/k/a Capvest Internationale, Ltd.)
     and Chadmoore Communications, Inc.(1)

3.1  Articles of Incorporation(2)

3.2  Articles of Amendment to the Articles of Incorporation filed November 1,
     1988(3)

3.3  Articles of Amendment to the Articles of Incorporation filed April 28,
     1995(4)

3.4  Articles of Amendment to the Articles of Incorporation filed April 1,
     1996(5)

3.5  Articles of Amendment to the Articles of Incorporation filed April 11,
     1996(6)

3.6  Bylaws(2)

4.1  Form of Warrant Certificate, together with the Terms of Warrants(7)

4.2  Registration Rights Agreement(8)

4.3  Certificate of Designation of Rights and Preferences of Series A
     Convertible Preferred Stock of the Company(9)

10.1 Amended Non-qualified Stock Option Plan dated October 12, 1995 (employee
     stock option plan covering 1,500,000 shares)(10)

10.2 Employee Benefit and Consulting Services Plan dated July 7, 1995(11)

10.3 First Amendment to the Employee Benefit and Consulting Services Plan dated
     December 8, 1995(12)
</TABLE>

-----------------------------

(1)  Incorporated by reference to Exhibit 1 in the Company's Form 8-K, under
     Item 2, date of earliest event reported February 21, 1995

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

(3)  Incorporated by reference to Exhibit 3.2 to the Company's Form 10-KSB for
     the year ended December 31, 1995

(4)  Incorporated by reference to Exhibit 3.3 to the Company's Form 10-KSB for
     the year ended December 31, 1995

(5)  Incorporated by reference to Exhibit 3.4 to the Company's Form 10-KSB for
     the year ended December 31, 1995

(6)  Incorporated by reference to Exhibit 3.5 to the Company's Form 10-KSB for
     the year ended December 31, 1995

(7)  Incorporated by reference to Exhibit 4.1 to the Company's Form 10-KSB for
     the year ended December 31, 1995

(8)  Incorporated by reference to Exhibit 4.2 to the Company's Form 10-KSB for
     the year ended December 31, 1995

(9)  Incorporated by reference to Exhibit 3.4 to the Company's Form 10-KSB for
     the year ended December 31, 1995

(10) Incorporated by reference to Exhibit 10.1 to the Company's Form 10-KSB for
     the year ended December 31, 1995

(11) Incorporated by reference to Exhibit 4.1 in the Registration Statement on
     Form S-8 effective July 12, 1995 (file no.-94508)

(12) Incorporated by reference to Exhibit 4.1 in the Registration Statement on
     Form S-8 effective December 14, 1995 (file no. 33-80405)


<PAGE>   36
                              EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No.                         Exhibit Description                                   Page
-------                     -------------------                                   ----
<S>  <C>                                                                          <C>
10.4  Employment Agreement between the Company'and Robert W. Moore effective as
      of April 21, 1995(13)

10.5  Employment Agreement between the Company'and David J. Chadwick effective
      as of April 21, 1995(14)

10.6  Employment Agreement between the Company'and William C. Bossung effective
      as of April 21, 1995(15)

10.7  Integrated Dispatched Enhanced Network ("iDEN") Purchase Agreement dated
      February 28, 1996, by and between the Company'and Motorola, Inc.(16)

10.8  Amendment Number 001 to the Integrated Dispatched Enhanced Network
      ("iDEN") Purchase Agreement dated March 25, 1996(17)

10.9  Asset Purchase Agreement dated November 2, 1994 by and between Chadmoore
      Communications, Inc. and General Communications Radio Sales and Service,
      Inc., General Electronics, Inc. and Richard Day with Exhibits(18)

10.10 Modification to Asset Purchase Agreement dated March 8, 1996, by and
      between Chadmoore Communications, Inc., the Company'and Chadmoore
      Communications of Tennessee, Inc. and General Communications Radio Sales
      and Service, Inc., General Electronics, Inc. and Richard Day with
      Exhibits(19)

10.11 Stock Purchase Agreement dated June 14, 1996, by and between Chadmoore
      Wireless Group, Inc. and Libero Limited(20)

11.1  Earnings Per Share (see notes to Consolidated Financial Statements)(21)

27.1  Financial Data Schedule
</TABLE>

-----------------------

(13) Incorporated by reference to Exhibit 10.4 to the Company's Form 10-KSB for
     the year ended December 31, 1995

(14) Incorporated by reference to Exhibit 10.5 to the Company's Form 10-KSB for
     the year ended December 31, 1995

(15) Incorporated by reference to Exhibit 10.6 to the Company's Form 10-KSB for
     the year ended December 31, 1995

(16) Incorporated by reference to Exhibit 10.7 to the Company's Form 10-KSB for
     the year ended December 31, 1995

(17) Incorporated by reference to Exhibit 10.8 to the Company's Form 10-KSB for
     the year ended December 31, 1995

(18) Incorporated by reference to Exhibit 2.2 in the Company's Form 8-K, under 
     Item 2, date of earliest event reported March 8, 1996

(19) Incorporated by reference to Exhibit 2.1 in the Company's Form 8-K, under 
     Item 2, date of earliest event reported March 8, 1996

(20) Incorporated by reference to Exhibit 10.11 in the Company's Form 8-K, 
     under Item 2, date of earliest event reported June 14, 1996

(21) Incorporated by reference to Exhibit 11.1 to the Company's Form 10-KSB for
     the year ended December  31, 1995