<PAGE>   1
================================================================================

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

                                FORM 10-QSB/A-1

(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  JANUARY 15, 1997
18,407,610 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
                                                                          ----
<S>                                                                        <C>
ITEM 1.  FINANCIAL STATEMENTS

         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:
               For the 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           8-17


ITEM 2. PLAN OF OPERATION                                                  18-21



PART II - OTHER INFORMATION                                                22

ITEM 1.  LEGAL PROCEEDINGS                                                 22

ITEM 2. CHANGES IN SECURITIES                                              22

ITEM 3. DEFAULTS UPON SENIOR SECURITIES                                    22

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS              22

ITEM 5. OTHER INFORMATION                                                  22

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                   23-25

SIGNATURES                                                                 26
</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 30,  December 31,
                                                       1996           1995
                           ASSETS                   (Unaudited)              
                                                    -----------   -----------
<S>                                                 <C>           <C>
Current Assets:
      Cash                                          $ 3,203,897   $   188,029
      Amounts held for shares issued                         --       675,000
      Stock subscriptions receivable (note 3)            32,890       287,000
      Accounts receivable                               234,956            --
      Inventory                                         319,602            --
      Due from General Communications                        --        76,252
      Prepaid property management rights                 90,625       117,813
      Other prepaids                                     37,066            --
      Deposits                                          462,853        16,742
      Other current assets                                1,642         7,813
                                                    -----------   -----------
                      Total Current Assets            4,383,531     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
Debt issuance costs, net                                363,402            --
Management Agreements (note 2)                       22,725,442            --
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)                3,020,012     2,007,958
Investment in options to acquire stock (note 2)       9,771,445            --
Non-competition and consulting agreements, net of
accumulated amortization $-0- and
$94,838, respectively                                        --       258,121
                                                    -----------   -----------
Other noncurrent assets                                  66,791        31,489
                                                    -----------   -----------
                                                    $44,757,601   $ 5,341,495
                                                    ===========   ===========
</TABLE>



                                       1
<PAGE>   4
                CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                         (A DEVELOPMENT STAGE COMPANY)
                          CONSOLIDATED BALANCE SHEETS
                                  (CONCLUDED)

<TABLE>
<CAPTION>
                                                                        September 30,   December 31,
                                                                            1996            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                                299,990         361,641
     Prepaid option exercise (note 9)                                      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                               2,748,379       1,670,161
Non compete and consulting agreements, excluding current
     installments                                                                 --         108,840
Capital lease obligations                                                     21,390              --
Convertible notes payable (note 8)                                         3,985,000              --
Long term debt, excluding current installments, net(note 8)                1,094,727         524,868
                                                                        ------------    ------------
                   Total Liabilities                                       7,849,496       2,303,869
                                                                        ------------    ------------
Commitments and contingencies
Shareholders' equity:
     Preferred stock,$.001 par value, authorized 40,000,000;
         shares issued and outstanding -0- shares                                 --              --
     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                                           49,710,355      10,564,852
     Stock subscribed (note 3)                                                32,890         324,807
     Deficit accumulated during the development stage                    (12,849,627)     (7,860,420)
                                                                        ------------    ------------ 
                   Total Shareholders' Equity                             36,908,105       3,037,626
                                                                        ------------    ------------

                                                                        $ 44,757,601    $  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                             $    422,159    $         --    $    422,159
      Equipment sales                                 606,270              --         606,270
      Maintenance and installation                    195,628              --         195,628
      Other                                           159,960              --         159,960
                                                 ------------    ------------    ------------
                                                    1,384,017              --       1,384,017
                                                 ------------    ------------    ------------
Costs and expenses
     Cost of sales                                    729,734              --         729,734
     Salaries, wages and benefits                   1,250,426         383,663       2,123,307
     Sales, general and administrative              3,584,742       5,205,235      10,881,095
     Depreciation and amortization                    215,882         151,338         442,170
                                                 ------------    ------------    ------------
                                                    5,780,784       5,740,236      14,176,306
                                                 ------------    ------------    ------------

Loss from operations                               (4,396,767)     (5,740,236)    (12,792,289)
                                                 ------------    ------------    ------------ 

Other income (expense)
     Equity in losses from minority investment         (1,323)             --          (1,323)
     Management fees (note 2)                         100,198         181,782         472,611
     Interest expense                                (204,383)       (102,865)       (362,708)
     Gain on sale of assets                                --         330,643         330,643
     Gain 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)                          (116,824)          5,950         (94,047)
                                                 ------------    ------------    ------------ 
                                                     (592,440)        386,606         (57,338)
                                                 ------------    ------------    ------------ 

Net loss                                         ($ 4,989,207)   ($ 5,353,630)   ($12,849,627)
                                                 ============    ============    ============

Weighted-average number of common shares
outstanding                                        10,855,756       5,005,852      10,855,756
                                                 ============    ============    ============

Net loss per share                               ($       .46)   ($      1.07)   ($      1.18)
                                                 ============    ============    ============
</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                                   $    125,290         $         --    
      Equipment sales                                       165,533                   --    
      Maintenance and installation                           97,462                   --    
      Other                                                  92,342                   --    
                                                       ------------         ------------    
                                                            480,627                   --    
                                                       ------------         ------------    
Costs and expenses                                                                          
     Cost of sales                                          211,109                   --    
     Salaries, wages and benefits                           373,787              159,655    
     General and administrative                           1,864,893            4,285,402    
     Depreciation and amortization                           91,051               47,885    
                                                       ------------         ------------    
                                                          2,540,840            4,492,942    
                                                       ------------         ------------    
                                                                                            
Loss from operations                                     (2,060,213)          (4,492,942)   
                                                       ------------         ------------    
                                                                                            
Other income (expense)                                                                      
     Equity in losses from minority investment               (1,323)                  --    
     Management fees (note 2)                                    --               94,254    
     Interest expense                                      (128,344)             (24,482)   
     Gain on sale of assets                                      --              330,643    
     Gain on forgiveness of debt                             47,450                   --    
     Financing Expense                                     (417,560)                  --    
     Loss on Conversion of Note                                  --              (28,904)   
     Other, income (expense)                                     --                5,950    
                                                       ------------         ------------    
                                                           (499,777)             377,461    
                                                       ------------         ------------    
                                                                                            
Net loss                                               ($ 2,559,990)        ($ 4,115,481)   
                                                       ============         ============
                                                                                            
Weighted-average number of common shares outstanding     13,289,918            5,509,481    
                                                       ============         ============    
                                                                                            
Net loss per share                                     ($       .19)        ($      0.75)   
                                                       ============         ============
</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,
                                                              Nine Months     Nine Months         1994
                                                                 Ended           Ended          through
                                                             September 30,   September 30,   September 30,
                                                                  1996           1995            1996
                                                              (Unaudited)     (Unaudited)     (Unaudited)
                                                             ------------    ------------    ------------
<S>                                                          <C>             <C>             <C>
Cash flows from operating activities
    Net loss                                                 ($ 4,989,207)   ($ 5,353,630)   ($12,849,626)
    Adjustments to reconcile net loss to net cash provided
    by (used in)operating activities:
          Depreciation and amortization                           215,882         141,333         442,170
          Amortization of debt discount                           101,525              --         101,525
          Amortization of debt issuance costs                     433,344              --         433,344
          Gain on sale of assets held for resale                       --        (330,643)       (330,643)
          Expense associated with:
            Stock issued for services                             220,833       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                195,000              --        (589,041)
            Increase in Accounts receivable                       (53,395)             --         (51,057)
            Increase in inventory                                (241,621)             --        (291,271)
             Increase (Decrease) Due from General                  76,252         (93,932)             --
               Communications, Inc.
            Increase (Decrease) in amounts held to
              shares issued                                       250,000              --              --
            Increase (decrease) in prepaids                        27,187         (69,260)         27,187
            Increase in other receivable                          (13,098)             --         (43,005)
            Increase in deposits                                 (446,111)             --        (462,853)
            Decrease in other current assets                      (30,896)         (4,117)        (38,711)
            Increase (decrease) in Accounts payable               (60,252)        212,369         227,579
            Decrease in options payable                          (297,300)                       (297,300)
            Increase in commission payable                        175,600              --         524,800
            Equity in losses from minority investment               1,323              --           1,323
            Increase in accrued interest                           78,716          39,681         133,206
                                                             ------------    ------------    ------------
 Net cash used in operating activities                         (4,356,218)     (1,341,081)     (7,515,396)
                                                             ------------    ------------    ------------ 
Cash flows from investing activities
      Purchase of assets from General Communications             (363,870)             --        (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                                (147,550)       (852,200)         41,799
      Decrease in deposits on licenses                           (143,904)             --        (143,906)
      Increase (Decrease) in license options payable                   --         641,350         (66,850)
      Purchase of property, machinery and equipment            (1,603,578)       (255,241)     (2,156,055)
      Purchase of assets held for resale                               --        (149,650)       (219,707)
      Sale of assets held for resale                                   --              --         700,000
      Increase (Decrease) in debt issuance costs                 (400,000)             --        (400,000)
      Increase in organization costs                                   --              --         (16,859)
      Increase in customer deposits                                   900              --           1,600
      Increase in deposit on sale                                      --         325,000              --
                                                             ------------    ------------    ------------
Net cash used in investing activities                          (6,355,002)       (311,191)     (7,701,162)
                                                             ------------    ------------    ------------ 
</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,
                                                              Nine Months     Nine Months         1994
                                                                 Ended           Ended          through
                                                             September 30,   September 30,   September 30,
                                                                  1996           1995            1996
                                                              (Unaudited)     (Unaudited)     (Unaudited)
                                                             ------------    ------------    ------------
<S>                                                          <C>             <C>             <C>
Cash flows from financing activities
       Proceeds upon issuance of stock                          4,414,672       1,911,280       8,434,011
       Proceeds from issuance of common stock                          --              --             977
       Proceeds upon issuance of preferred stock                2,273,707              --              --
       Proceeds upon  exercise of options - related                    --              --         156,252
       Proceeds upon  exercise of options - unrelated           2,123,583              --       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                        --          (3,000)        (73,000)
       Payments of capital lease obligations                           --              --              --
       Increase in capital lease obligations                      (15,193)             --         (15,147)
       Repayment of long-term debt                             (4,131,797)       (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 notes payable                         --              --         375,000
       Proceeds from issuance of long-term debt                 8,000,000              --       8,965,000
                                                             ------------    ------------    ------------
Net cash provided by financing activities                      13,727,088       1,631,160      18,420,456
                                                             ------------    ------------    ------------

Net increase (decrease) in cash                                 3,015,868         (21,112)      3,203,897

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

Cash at end of period                                        $  3,203,897    $    130,860    $  3,203,897
                                                             ============    ============    ============
</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>
                                                           Preferred Stock                   Common Stock           
                                                    ------------------------------ -------------------------------- 
                                                      Outstanding                     Outstanding                   
                                                        shares          Amount          Shares           Amount     
                                                    --------------- -------------- ----------------- -------------- 
<S>                                                      <C>             <C>       <C>              <C>             
Balance at January 1, 1996                                                                8,387,064       $  8,387  
                                                                                                                    
Shares issued in connection with the private                                                                        
placement                                                                                   549,417            549  
                                                                                                                    
Shares issued to investors for cash                                                         430,000            430  
                                                                                                                    
Preferred shares issued to investors for cash              250,000            250                 -              -  
                                                                                                                    
Preferred shares converted to common shares               (250,000)          (250)          977,057            977  

Shares issued for options exercised                                                       2,849,166          2,846  
                                                                                                                    
Shares issued for legal fees                                                                 62,500             63  
                                                                                                                    
Shares issued for assets purchased from General                                                                     
Communications (Note 2)                                                                     100,000            100  
                                                                                                                    
Shares issued to license holders                                                            285,860            286  
                                                                                                                    
Shares issued for CMRS and 800 Acquisition (note 2)                                                                 
                                                                                            508,000            508  
Shares issued for Convertible Debenture (note 8)                                                                    
                                                                                          1,852,538          1,853  
Options issued for 20% interest in JJ&D, LLC (note 2)                                             -              -  
                                                                                                                    
Options Issued for CMRS and 800 Acquisition (note 2)                                              -              -  
                                                                                                                    
Shares subscribed (note 3)                                                                        -              -  
                                                                                                                    
Canceled Shares (note 9)                                                                (1,514,266)        (1,514)  
                                                                                                                    
Net Loss                                                                                          -              -  
                                                          --------          -----        ----------        -------
Balance, September 30, 1996                                      -          $   -        14,487,336        $14,485  
                                                          ========          ======       ==========        =======

<CAPTION>
                                                                           Deficit
                                                                        Accumulated
                                                       Additional        during the          Common            Total
                                                        paid-in          development         stock         shareholders'
                                                        capital             stage          Subscribed         equity       
                                                    ---------------- ------------------- -------------- -------------------
<S>                                                     <C>               <C>               <C>                <C>
Balance at January 1, 1996                              $10,564,852        ($7,860,420)       $324,807          $3,037,626
                                                    
Shares issued in connection with the private        
placement                                                   885,781                   -      (324,807)             561,523
                                                    
Shares issued to investors for cash                         641,820                   -              -             642,250
                                                    
Preferred shares issued to investors for cash       
                                                          2,273,457                   -              -           2,273,457
                                                    
Preferred shares converted to common shares         
                                                              (727)                   -              -                 250
                                                    
Shares issued for options exercised                       2,503,243                   -              -           2,506,089
                                                    
Shares issued for legal fees                                 62,437                   -              -              62,500
                                                    
Shares issued for assets purchased from General     
Communications (Note 2)                                     176,463                   -              -             176,563
                                                    
Shares issued to license holders                            821,562                   -              -             821,848
                                                    
Shares issued for CMRS and 800 Acquisition (note 2) 
                                                          1,930,502                   -              -           1,931,010
                                                    
Shares issued for Convertible Debenture (note 8)    
                                                          4,077,991                   -              -           4,079,844
                                                    
Options issued for 20% interest in JJ&D, LLC (note 2)       872,000                   -              -             872,000
                                                    
Options Issued for CMRS and 800 Acquisition (note 2)     26,981,579                   -              -          26,981,579
                                                    
Shares subscribed (note 3)                                        -                   -         32,890              32,890
                                                    
Canceled Shares (note 9)                                (2,080,602)                   -              -         (2,082,116)
                                                    
Net Loss                                                          -         (4,989,207)              -         (4,989,207)
                                                        -----------       ------------       ---------         -----------
Balance, September 30, 1996                             $49,710,358       ($12,849,627)      $  32,890         $36,908,106 
                                                        ===========       ============       =========         ===========
</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, July 11, 1996, July 30, 1996, December 31, 1996,
       January 13, 1997 and January 30, 1997.

       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 2, as well as other
       associated system acquisitions, will provide the basis for the
       commencement of normal operations towards the end of 1996.

       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.




                                       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 - CONCLUDED

       DEVELOPMENT STAGE AND LIQUIDITY - CONCLUDED

       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.

       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 section 310
       of the Communications Act of 1934, as amended by 47 U.S.C. section 310.

       The Company consummated such acquisition for combined consideration
       valued at $32,459,584. 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 $1,931,010;
       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 $26,981,579. The Company obtained an independent verification
       of the value of the securities issued in connection with the
       acquisition. Combined consideration of $22,721,712 was allocated to
       management agreements held by CMRS and 800 and combined consideration of
       $9,737,877 was allocated to options to acquire the stock of the licensee
       corporations also held by CMRS and 800.



                                       9
<PAGE>   12
                CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                         (A Development Stage Company)

              Notes to Unaudited Consolidated Financial Statements

                               September 30, 1996

                                  (continued)


(2)    ACQUISITIONS - CONTINUED

       These allocations were based on an evaluation by an independent
       consultant's estimate of the fair market value of the assets exchanged.
       Additionally, preferred income tax assets of approximately $10,000,000
       realized from different tax bases for income tax and financial reporting
       purposes have been fully reserved with a valuation allowance as the
       realization of the deferred tax asset cannot be reasonably assumed. 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 had
       sufficient cash on hand for the cash consideration paid. Pro forma
       information has not been shown as operations have not yet commenced.

       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, 1996:

<TABLE>
<CAPTION>
                                                          Nine Months Ended 
       ----------------------------------------           September 30, 1996
       Unaudited Pro Forma Information:                   ------------------
       <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, 1996, nor are they necessarily
       indicative of future operating results.



                                       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 - 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' Deficiency                 $ (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.



                                       11
<PAGE>   14
                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

       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 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>

       JJ&D MASTER PURCHASE AGREEMENT


       On September 13, 1996, the Company signed a purchase agreement with
       JJ&D, a related party (see Note 2). The agreement states the Company is
       to purchase, within one year from the date of this agreement, SMR
       equipment from JJ&D valued at approximately $885,000, a portion of which
       is to be paid with the issuance of common stock of the Company. In
       September 1996, the Company issued 295,000 options in connection with
       the agreement valued at $1.60 per share totaling $472,000. This
       valuation is calculated as follows: average market price of shares on
       date of closing (9/13/96 = 5.19) multiplied by 50% for restriction minus
       the option price ($1.00) and is included in the balance sheet as deposit
       on purchases. The options vest at 1,000 per unit as the equipment is
       shipped and the value balance sheet. The agreement also takes into
       consideration equipment previously purchased and shipped of 35 units,
       therefore at September 30, 1996, 35,000 option shares have vested and
       $56,000 of the original amount has been reclassified into property and
       equipment.





                                       12
<PAGE>   15
                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 $3,020,012 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.
       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.




                                       13
<PAGE>   16
                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)    GAIN ON FORGIVENESS OF DEBT

       In September 1996, one of the Company's vendors, signed a release
       agreement to except $90,000 as full payment of all the Company's
       outstanding liability to them. Total outstanding liability at this time
       was $137,450. The resulting gain of $47,450 will be reflected in the
       Company's statement of operations under gain on forgiveness of debt.


 (8)   LONG-TERM DEBT

<TABLE>
<CAPTION>
                                                                         September 30,
        Long-Term debt consists of the following:                            1996    
                                                                          -----------
<S>                                                                       <C>
Note payable 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
                                                                                    
Note payable to Bortex Trust in connection with asset purchase (see
    note 2) 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>

                                       14
<PAGE>   17
                CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                         (A Development Stage Company)

              Notes to Unaudited Consolidated Financial Statements

                               September 30, 1996

                                  (continued)



(8)    LONG-TERM DEBT - CONCLUDED



       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 CONVERSIONS

       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.



 (9)   EQUITY TRANSACTIONS

       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. As of September 1996,
       Libero exercised options to purchase 1,000,000 shares of the Company's
       common stock, depleting this liability by $500,000. 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
       from a former officer/director. The shares were then tendered to the
       Company and subsequently canceled.

       DEBT CONVERSIONS

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

       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.




                                       15
<PAGE>   18



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

              Notes to Unaudited Consolidated Financial Statements

                               September 30, 1996

                                  (continued)

(9)    EQUITY TRANSACTIONS - CONCLUDED


       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>

       WARRANTS

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

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

       -    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>





                                       16
<PAGE>   19
                CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                         (A Development Stage Company)

              Notes to Unaudited Consolidated Financial Statements

                               September 30, 1996


                                  (continued)



(10)   COMMITMENTS AND CONTINGENCIES

       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.


 (11) 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. The agreement requires that the
       equipment be purchased within 30 months of the effective date of the
       agreement (initial shipping of the equipment).

       In connection with this purchase agreement, CCI entered into a financing
       and security agreement with Motorola for the equipment stated above.
       This agreement allows CCI to borrow up to a total of $5 million (the
       "Loan Facility"). This Loan Facility is available for draw downs during
       the effective date of the purchase agreement. The facility allows no
       more than one draw down per month. Each of the draw downs will be
       evidenced by a promissory note (the "Promissory Note").  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. The
       agreement closed on October 25, 1996 and is subject to certain pledges,
       representations, warrants and covenants.

       AMERICAN CREDIT CORP LETTER OF INTENT

       In October 1996, the Company entered into an agreement with American
       Credit Corp to establish a $16,500,000 equipment financing facility for
       the purpose of purchasing analog systems and related equipment. The
       equipment will be purchased by American Credit Corp (the "Lessor") and
       leased to the Company. The agreement calls for a basic lease term of
       five years, beginning on the basic lease commencement date. There will
       be two basic lease commencement dates, July 1, 1997 for all equipment
       with funding dates on or before December 31, 1996, and January 5, 19987
       for funding on or before December 31, 1997. The leases are paid in
       advance starting on the basic lease commencement date and continuing
       until the end of the term. At the expiration of the lease, the Company
       will have the right (a "Purchase Option") to purchase all, but not less
       than all, of such equipment at a purchase price equal to the fair market
       value of such equipment.

       CANCELED 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 ("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.



                                       17
<PAGE>   20
                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.




                                       18
<PAGE>   21
                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.




                                       19
<PAGE>   22
                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.





                                       20
<PAGE>   23

                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.




                                       21
<PAGE>   24
                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.




                                       22
<PAGE>   25
                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)




                                       23
<PAGE>   26
                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



                                       24
<PAGE>   27
                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

        (iv)      Current Report on Form 8-K filed July 11, 1996, reporting a
                  private placement conducted by Registrant in accordance with
                  Regulation S, wherein Registrant sold, through a Distributor,
                  an aggregate $5,000,000 of 8% Convertible Notes due June 5,
                  1999.

        (v)       Current Report on Form 8-K filed on December 31, 1996,
                  reporting shares of Registrant's common stock issued pursuant
                  to Regulation S since November 3, 1996, upon conversion of
                  debentures and exercise of options, reported pursuant to the
                  SEC's Division of Corporation Finance's interpretation of the
                  new disclosure requirements set forth in SEC Release No.
                  34-37801.

        (vi)      Current Report on Form 8-K filed on January 13, 1997,
                  reporting shares of Registrant's common stock issued pursuant
                  to Regulation S since December 27, 1996, upon conversion of
                  debenture(s) and conversion of note(s), reported pursuant to
                  the SEC's Division of Corporation Finance's interpretation of
                  the new disclosure requirements set forth in SEC Release No.
                  34-37801.

        (vii)     Current Report on Form 8-K filed on January 30, 1997,
                  reporting the execution of First Amendment to Stock Option
                  Agreement between Registrant and Libero Limited, limiting the
                  number of options exercisable at any one time thereunder; and
                  further reporting shares of Registrant's common stock issued
                  pursuant to Regulation S, upon exercise of stock options on
                  January 17, 1997, reported pursuant to the SEC's Division of
                  Corporation Finance's interpretation of the new disclosure
                  requirements set forth in SEC Release No. 34-37801.





                                       25
<PAGE>   28
                                   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:   February 5, 1997





                                       26

<PAGE>   29
                                EXHIBIT INDEX


EXHIBIT
NUMBER                                   DESCRIPTION
-------                                  -----------

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)

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

--------

(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)

(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