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

                                   FORM 10-QSB

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

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2005

                                       or

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

        For the transition period from ______________ to _______________

                         Commission File Number: 0-20999

                         CHADMOORE WIRELESS GROUP, INC.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

          COLORADO                                            84-1058165
 ----------------------------                               --------------
(State of other jurisdiction of                            (I.R.S. Employer
 Incorporation or organization)                           Identification No.)

            2458 EAST RUSSELL ROAD, SUITE B, LAS VEGAS, NEVADA 89120
           ----------------------------------------------------------
                    (Address of principal executive offices)

                                 (702) 740-5633
                                ----------------
                           (Issuer's telephone number)


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

Check whether the issuer (1) filed all reports to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
         Yes [X]   No [ ]

          APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                         DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required by Section
12, 13 or 15(d) of the Exchange Act after the distribution of securities under a
plan confirmed by a court.
         Yes [ ]   No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

                                        1
<PAGE>
AS OF MAY 12, 2005 ISSUER HAD 47,736,006 SHARES OF COMMON STOCK, $.001 PAR
VALUE, OUTSTANDING.

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE):  Yes [ ]  No [X]
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                                        2
<PAGE>
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<TABLE>
<CAPTION>
                                      INDEX
<S>                                                                                 <C>
       PART I - FINANCIAL INFORMATION                                               PAGE

       ITEM 1.    FINANCIAL STATEMENTS

                  Consolidated Statement of Net Assets in Liquidation as of
                  March 31, 2005 and December 31, 2004                                  4

                  Consolidated Statement of Changes in Net Assets in Liquidation
                  for the Three Months Ended March 31, 2005 and 2004                    5

                  Condensed Notes to Unaudited Interim Consolidated Financial
                  Statements                                                         6-12

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

       ITEM 3.    CONTROLS AND PROCEDURES                                              13

       PART II - OTHER INFORMATION                                                     14

       ITEM 1.    LEGAL PROCEEDINGS                                                    14

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

       ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K                                     15

       SIGNATURES                                                                      16

       CERTIFICATIONS                                                               17-19
</TABLE>























                                        3
<PAGE>
                 CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
               Consolidated Statement of Net Assets in Liquidation
                   as of March 31, 2005 and December 31, 2004
                             (amounts in thousands)


<TABLE>
<CAPTION>
                                                                        March 31,        Dec. 31,
                                                                          2005             2004
                                                                       (unaudited)
                                                                     ---------------  ----------------
    ESTIMATED VALUES OF ASSETS OF THE COMPANY

<S>                                                                  <C>              <C>
      Cash and cash equivalents                                       $      1,961     $      13,900
      Investment in debt securities                                         11,737                --
      Other receivables, net                                                   801               801
      Other assets, net                                                        134               146
      Estimated future interest income                                         723               542
                                                                     ---------------  ----------------
                   Total estimated assets                                   15,356            15,389
                                                                     ---------------  ----------------

    ESTIMATED LIABILITIES OF THE COMPANY

      Notes payable                                                            313               433
      Accounts payable and accrued liabilities                                 209               197
      Estimated future operating costs and settlement reserves
        during the liquidation period                                        9,145             9,285
                                                                     ---------------  ----------------
                   Total estimated liabilities                               9,667             9,915
                                                                     ---------------  ----------------


    NET ASSETS IN LIQUIDATION                                             $  5,689          $  5,474
                                                                     ===============  ================
</TABLE>

  See accompanying condensed notes to unaudited interim consolidated financial
                                   statements.


















                                        4
<PAGE>
                 CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
    Unaudited Consolidated Statements of Changes in Net Assets in Liquidation
               For the Three Months Ended March 31, 2005 and 2004
                             (amounts in thousands)

<TABLE>
<CAPTION>
                                                                       For the three months
                                                                              ended
                                                                  --------------------------------
                                                                     March 31,        March 31,
                                                                       2005             2004
                                                                  ---------------- ---------------
<S>                                                                <C>              <C>
Estimated net assets in liquidation
  as of December 31, 2004 and 2003,
  respectively                                                     $     5,474      $    14,229

Net loss from operations during
  liquidation                                                              (12)             (46)

Settlement of litigation                                                    --               29

Change in Estimate of:
  Estimated future interest income                                         264               --

  Other assets, net                                                         --              (53)

  Future operating costs during
    liquidation period                                                     (37)            (248)
                                                                  ---------------- ---------------

Net Assets in Liquidation                                          $     5,689      $     5,722
                                                                  ---------------  ---------------
</TABLE>


  See accompanying condensed notes to unaudited interim consolidated financial
                                   statements.




















                                        5
<PAGE>
                 CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
     Condensed Notes to Unaudited Interim Consolidated Financial Statements
                                 March 31, 2005


NOTE 1 - BASIS OF PRESENTATION

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


On January 28, 2002,  holders of Chadmoore  common stock approved the asset sale
to Nextel  Communications,  Inc. ("Nextel"),  the dissolution of Chadmoore and a
Plan of Liquidation (the "Plan"). On February 8, 2002, Chadmoore closed the sale
of  substantially  all of its  assets to Nextel for $130  million  in cash.  Net
proceeds  to  Chadmoore  were  approximately  $108  million  after the payoff of
Barclays  Bank debt.  On February  22,  2002,  Chadmoore  filed its  Articles of
Dissolution,  closed its stock transfer  record book,  de-listed its shares from
the over-the-counter bulletin board and began an orderly wind-up of its business
operations. The key features of the Plan are
     o   the conclusion of all business activities,  other than those related to
         the execution of the Plan
     o   the sale or disposal of all of Chadmoore's non-cash assets
     o   the  establishment  of reasonable  reserves to be sufficient to satisfy
         the  liabilities,  expenses and  obligations of Chadmoore not otherwise
         paid, provided for or discharged
     o   the  periodic  payment  of  per  share  liquidating   distributions  to
         shareholders; and
     o   the  authorization  of the filing of a Certificate of Dissolution  with
         the State of Colorado.

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

The accompanying  financial statements,  notes and discussions should be read in
conjunction  with the  consolidated  financial  statements,  related  notes  and
discussions  contained in Chadmoore's  annual report on Form 10-KSB for the year
ended December 31, 2004.

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





                                        6
<PAGE>
NOTE 2 - LIQUIDATION BASIS OF ACCOUNTING

Immediately following the sale of substantially all of its assets on February 8,
2002,  Chadmoore  began an orderly  wind-down  of its  operations.  Accordingly,
management has presented its financial  statements on the  liquidation  basis of
accounting.

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

ESTIMATED VALUES OF ASSETS OF THE COMPANY

The  estimated  assets of  Chadmoore  that are set  forth in the March 31,  2005
"Consolidated Statement of Net Assets in Liquidation" have been presented on the
following basis:

     (a)      Chadmoore  classifies  as cash and  cash  equivalents  amounts  on
              deposit  in  banks  and  cash  invested   temporarily  in  various
              instruments,  with  maturities  of three months or less at time of
              purchase.  Cash and cash  equivalents  are  stated at fair  value.
              Generally,  cash balances held in financial institutions may be in
              excess of federally insured amounts.
     (b)      Investment in debt securities  with maturities  prior to February,
              2007 are carried at par value with an accrual in future  estimated
              income  for  expected  earnings  to the total  settlement  amount.
              Management  intends to hold these  securities until their maturity
              due dates.  Those debt securities with maturities  after February,
              2007 are carried at market value with any periodic unrealized gain
              or loss  recorded as an  adjustment in the Statement of Changes in
              Net Assets in Liquidation.
     (c)      Estimated future interest income was estimated by management based
              upon future  expected  cash  flows.  Actual  interest  income will
              likely differ from management's current estimate.
     (d)      Other  assets,  net,  represent  primarily  prepayments  of future
              operating costs.
     (e)      Other receivables,  net, are carried at their expected collectible
              amounts and pertains, primarily, to funds held by Nextel to offset
              any  potential  liabilities  that might  occur from any unknown or
              unanticipated  unpaid  state  taxes.  Management  is working  with
              counsel to obtain tax  certificates  of good  standing in about 12
              remaining  states in which Chadmoore  operated.  Though a somewhat
              lengthy and detailed process,  management believes it will collect
              substantially all of the funds held by Nextel.








                                        7
<PAGE>
ESTIMATED LIABILITIES OF THE COMPANY

The estimated liabilities of Chadmoore that are set forth in the March 31, 2005
"Consolidated Statement of Net Assets in Liquidation" has been presented on the
following basis:

     (a)      Notes  payable  represent  non-interest  bearing  amounts  owed in
              connection  with license  commissions,  the purchase of assets and
              the purchase of licenses from  licensees and are recorded at their
              estimated settlement amounts.
     (b)      Accounts payable and accrued  liabilities include all amounts that
              remain unpaid for liquidation activities and remaining partnership
              operations.
     (c)      Chadmoore  recorded  amounts for estimated  future operating costs
              during  liquidation  and for  settlement  reserves  on January 29,
              2002,  when  the  Company   adopted  the   liquidation   basis  of
              accounting.  The table  presented  below  summarizes the estimated
              amounts as of December 31, 2004 and changes in estimates  and, the
              actual  costs that have been  incurred  and paid during the period
              from  January 1, 2005 through  March 31, 2005.  During the quarter
              ended March 31, 2005,  Chadmoore  recorded a change in estimate of
              $37,000 to its  estimated  expenses for  insurance,  utilities and
              facility expenses to reflect anticipated  expenses associated with
              the  administration  of funds held in escrow for settlement of the
              Goodman/Chan liabilities.

<TABLE>
<CAPTION>
                                                     Change in
                                  As of              estimates           Incurred           As of
                              Dec. 31, 2004        during period         and paid       Mar. 31, 2005
                             ----------------     ----------------     -------------    --------------
<S>                                 <C>                  <C>                 <C>              <C>
        Compensation for
   liquidation personnel      $          687       $           --       $       (96)     $        591

Insurance, utilities and
       facility expenses                 163                   37               (54)              146

  Legal, audit and other
       professional fees                 432                   --               (27)              405

      Settlement reserve               8,003                   --                --             8,003
                             ----------------     ----------------     -------------    --------------
  Total estimated future
     operating costs and
     settlement reserves      $        9,285       $           37       $      (177)     $      9,145
                             ================     ================     =============    ==============
</TABLE>

              In view of the expected  duration of the liquidation  period until
              February  22,  2007,  and  the  provision  in  Colorado  law  that
              Chadmoore maintain reserves sufficient to allow for the payment of
              all its  liabilities  and  obligations,  including  all  known and
              unknown  contingent  claims,  Chadmoore  established  a settlement
              reserve  upon the  adoption of  liquidation  basis  accounting  on
              January 29,  2002.  The amount of the  settlement  reserve is $8.0
              million at March 31, 2005.

              The  majority  of this  general  reserve at March 31,  2005,  $7.0
              million,  relates to  contingencies  involving  the  resolution of
              various  federal  taxation  issues.  Other matters covered by this
              reserve  include  existing  litigation  and claims,  settlement of

                                        8
<PAGE>
              existing   liabilities,   and  a  general  reserve  for  currently
              unidentified contingencies and unasserted claims. This reserve has
              been  established  for  matters  for which  there is  insufficient
              information  upon  which  management  can  reasonably  estimate  a
              settlement amount, or where the ultimate settlement amount will be
              based on future events which management cannot reasonably  predict
              at this time.  The  outcome  of these  contingencies  may  involve
              litigation,  the ultimate outcome of which cannot be determined at
              this time. Accordingly,  management believes the range of possible
              estimated settlements is from $0 to $7 million.

              As a result of the uncertainty  regarding the estimates associated
              with the general contingency reserve, it is likely that the actual
              outcome of the resolution of these  contingencies will differ from
              management's  estimates at this time, and those differences may be
              significant.  In addition,  since the  resolution of these matters
              will  inevitably   involve   procedural,   and  probably  judicial
              proceedings,  it is likely that the  resolution of the majority of
              these  contingencies  will not  occur in the  near  term.  As more
              information  becomes  available  to  management,   and  as  future
              resolution  of  events   regarding  these   contingencies   occur,
              management   will   adjust   the   general   contingency   reserve
              appropriately,   if  needed.   See  Note  3  -   Commitments   and
              Contingencies for further discussion.

              The  amount and timing of future  liquidating  distributions  will
              depend  upon a variety of factors  including,  but not limited to,
              the actual  proceeds from the  realization of Chadmoore's  assets,
              the ultimate  settlement  amounts of Chadmoore's  liabilities  and
              obligations, actual costs incurred in connection with carrying out
              the Plan,  including salaries,  administrative and operating costs
              during the liquidation  period,  resolution of  uncertainties  and
              litigation,  and the timing of the liquidation and dissolution.  A
              summary  of  significant   estimates  and  judgments  utilized  in
              preparation   of  the  March  31,  2005   consolidated   financial
              statements on a liquidation basis follows:

         Estimated future interest income

         At March  31,  2005,  the  estimated  value of future  interest  income
         represented   about  7.8%  of  Chadmoore's   estimated  net  assets  in
         liquidation.  During 2005,  management  invested excess cash amounts in
         debt securities with varying maturities.  The estimated future interest
         income of $723,000 on Chadmoore's  cash holdings and investment in debt
         securities represents management's estimate of future interest earnings
         based on current  (3.5%  annual rate at April 1, 2005)  market rates of
         interest over the remaining liquidation period.

NOTE 3 - COMMITMENTS AND CONTINGENCIES

In late  September,  2002,  Chadmoore  received a letter  from  Cindy  Ashcroft,
principal  of Ashcroft  ITV  ("Ashcroft")  seeking  payment for  licenses  which
Ashcroft purports were transferred to

                                        9
<PAGE>
Chadmoore.  Ashcroft  requested,  through its letter,  a payment in excess of $4
million from  Chadmoore for the subject  licenses,  or  alternatively  a further
explanation  from  Chadmoore as to why such a payment would not be  forthcoming.
Chadmoore  has reviewed its files and Chadmoore  management,  along with outside
counsel,  has analyzed  the matter at  considerable  length.  Upon review of the
evidence in the light most  favorable to Ashcroft,  Chadmoore  believes  that it
could  potentially  be liable to Ashcroft for  approximately  $23,750 in license
payments.  On the other hand, Chadmoore believes it has a valid counterclaim for
approximately  $89,000 against Ashcroft for interim management fees earned while
the Company managed and operated Ashcroft's licensed facilities in order to keep
them in compliance with FCC requirements.  In late 2001,  Chadmoore suggested to
Ms. Ashcroft that a direct meeting between the parties take place as promptly as
practicable  to resolve this matter.  At this time,  management  has received no
reply from Ms. Ashcroft. While Chadmoore cannot forecast the ultimate outcome of
this matter,  based on management's  review of the files and Ashcroft's request,
as well as internal  conferences and conferences with outside counsel  regarding
this matter,  the Company  believes that the  possibility  that this matter will
have a substantial adverse impact on the Company is remote.

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

NOTE 4- RELATED PARTY TRANSACTIONS

On January 15, 2003,  Chadmoore  entered into a two-year sublease with a limited
liability  company owned by Robert W. Moore.  The two-year  sublease  expired on
January 14, 2005, and was renewed for a six-month period,  with an option for an
additional two six-month extensions. Under the terms of the sub-lease, Chadmoore
will continue to co-use with one other tenant  approximately  2,290 total square
feet of rentable floor area at a base rent of $1,545 per month, plus one half of
utilities and other normal and ordinary expenses.

During February 2004, the employment agreements for Robert W. Moore, and Stephen
K. Radusch were amended as the resolution of Chadmoore's outstanding liabilities
and  the  sale  of  partnership   assets  has  taken  longer  than  anticipated.
Additionally,  Chadmoore  remains  subject to the reporting  requirements of the
Securities Exchange Act of 1934. Accordingly,  the board of









                                       10
<PAGE>
directors  determined  that the above  employees'  services  would be needed for
longer than the initial employment agreements contemplated.

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

Once  relief  is  granted  by  the  Securities  and  Exchange  Commission,  this
employment  agreement  for  Messrs.  Moore  and  Radusch  will be  automatically
extended for a one-year period at the annual rate of $90,000. Upon expiration of
this one year term, the employment  agreements  will be  automatically  extended
until February 22, 2007,  unless  terminated by either party.  During this final
stage of  employment,  Mr. Moore and Mr.  Radusch will be paid $6,500 and $6,000
per month, respectively.

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

Statements  contained herein that are not historical  facts are  forward-looking
statements as that term is defined by the Private  Securities  Litigation Reform
Act of 1995. These statements contain words such as "intends", "plan", "future",
"will",   "anticipates",   and  "believes"  and  include  statements   regarding
Chadmoore's  dissolution and liquidation.  Although  Chadmoore believes that the
expectations  reflected in such forward-looking  statements are reasonable,  the
forward-looking  statements  are subject to risks and  uncertainties  that could
cause  actual  results  to  differ  from  those  projected.  Chadmoore  cautions
investors  that  any  forward-looking  statements  made  by  Chadmoore  are  not
guarantees of future  performance and that actual results may differ  materially
from those in the forward-looking  statements.  See Chadmoore's annual report on
Form 10-KSB for the year ended December 31, 2004.

PLAN OF OPERATIONS FOR DISSOLUTION

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

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









                                       11
<PAGE>
STATUS OF LIQUIDATION

On February 8, 2002,  Chadmoore sold  substantially  all of its assets to Nextel
Communications,  Inc. ("Nextel") for $130 million in cash resulting in a gain of
about $88 million, terminated its operations and began an orderly liquidation of
Chadmoore,  including  laying off most of its employees.  Chadmoore  adopted the
liquidation basis of accounting  effective January 29, 2002,  whereby assets are
recorded at their estimated net realizable  values,  liabilities are recorded at
their estimated settlement amounts and a reserve has been provided for potential
claims.  During the quarter ended March 31, 2005, Chadmoore recorded a change in
estimate of $37,000 to its  estimated  expenses for  insurance,  utilities,  and
facility  expenses  to  reflect   anticipated   expenses   associated  with  the
administration  of funds  held in  escrow  for  settlement  of the  Goodman/Chan
liabilities. In addition,  Chadmoore recorded a change in the estimated value of
future  interest  income of $242,000 to reflect  rising  interest  rates and its
investment in debt securities.

The valuation of assets and liabilities  requires many estimates and assumptions
by management and actual values may vary greatly from estimates. The majority of
Chadmoore's  assets  have been  liquidated  and the amounts and timing of future
liquidating  distributions will depend upon a variety of factors including,  but
not limited to, the ultimate  settlement amounts of Chadmoore's  liabilities and
obligations,  actual cost  incurred in  connection  with  carrying  out the Plan
including administrative costs during the liquidation period, and the time frame
it takes to complete the liquidation.

LIQUIDITY AND CAPITAL RESOURCES

Chadmoore's  primary objectives are to liquidate its assets in the shortest time
period  possible  while  realizing  the maximum  values for these  assets and to
settle all claims on terms most  favorable  to  Chadmoore.  The  liquidation  is
expected to be  concluded  prior to the fifth  anniversary  of the filing of the
Certificate  of  Dissolution  in  Colorado by a final  liquidating  distribution
directly  to   shareholders  of  record.   The  initial  cash   distribution  to
shareholders under the Plan was made on July 12, 2002 in the aggregate amount of
$22.7  million,  or about  $.3323 per  equivalent  share.  On February 28, 2003,
Chadmoore made a second  distribution  of cash to  shareholders in the aggregate
amount of $4.2  million,  or $.0620 per  equivalent  share,  was  initiated.  On
December 5, 2003, a third  distribution  of cash in the  aggregate  amount of $7
million,  or $.1014 per share, was made to shareholders of record. As of May 12,
2005, Chadmoore has distributed an aggregate of about $34 million, or $.4957 per
equivalent   share.   Remaining  net  assets   available  for   distribution  to
shareholders as of March 31, 2005,  assuming assets are realized and liabilities
are settled at their estimated amounts, are currently estimated to be about $5.7
million.

ITEM 3.  CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.










                                       12
<PAGE>
Chadmoore,  under the supervision and with the  participation of its management,
including its Chief Executive Officer and Chief Financial  Officer,  carried out
an evaluation of the  effectiveness  of the design and operation of  Chadmoore's
disclosure controls and procedures as of March 31, 2005 (the "Evaluation Date").
Based upon this  evaluation,  the Chief  Executive  Officer and Chief  Financial
Officer concluded as of the Evaluation Date that Chadmoore's disclosure controls
and procedures were effective for purposes of recording, processing, summarizing
and timely reporting  material  information  required to be disclosed in reports
that it files under the Exchange Act.

CHANGES IN INTERNAL CONTROLS.

There were no changes in our internal  control  over  financial  reporting  that
occurred during our quarter ended March 31, 2005 that has materially affected or
is reasonably likely to materially  affect,  our internal control over financial
reporting.











































                                       13
<PAGE>
PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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

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

Chadmoore may also be subject to various legal  proceedings  and claims that may
arise during liquidation. Chadmoore currently believes that any such proceedings
and  potential  claims will not have a material  adverse  impact on  Chadmoore's
estimate of net assets in liquidation.  Chadmoore has, however,  included in its
settlement  reserve an accrual,  at the lower end of the range,  for the matters
discussed above.










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

There were no  repurchases  of  Chadmoore  common  stock during the three months
ended March 31, 2005.


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

(a)      Exhibits

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

(b) Reports on Form 8-K

         None








































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<PAGE>
                                   SIGNATURES

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

                             Chadmoore Wireless Group, Inc.

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

                             Date: May 16, 2005












































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