================================================================================
                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-QSB

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

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000

                                      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 registrant as specified in its charter)

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

             2875 EAST PATRICK LANE SUITE G, LAS VEGAS, NEVADA 89120
             -------------------------------------------------------
                    (Address of principal executive offices)

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

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

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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

AS OF NOVEMBER 10, 2000 ISSUER HAD 45,700,172 SHARES OF COMMON STOCK,  $.001 PAR
VALUE, OUTSTANDING.


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

<PAGE>
<TABLE>
<CAPTION>

                                      INDEX

       PART I - FINANCIAL INFORMATION                                                                            PAGE

       ITEM 1.  FINANCIAL STATEMENTS

<S>                                                                                                              <C>
                    Consolidated Balance Sheets as of September 30, 2000 (unaudited) and December 31, 1999         3

                    Consolidated Statements of Operations for the three and
                         nine months ended  September 30, 2000 and 1999                                           4-5
                         (unaudited)

                    Consolidated  Statements  of Cash Flows for nine months ended  September  30, 2000 and 1999    6
                      (unaudited)

                    Condensed Notes to Interim Consolidated Financial Statements                                  7-10

       ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS               11-13

       PART II - OTHER INFORMATION

       ITEM 1.  LEGAL PROCEEDINGS                                                                                  14

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

       SIGNATURES                                                                                                  16
</TABLE>

                                       2

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

                                                                              September 30,      December 31,
                                                                                   2000              1999
                                                                               (Unaudited)
                                                                              ---------------   ----------------
                                     ASSETS
<S>                                                                           <C>               <C>
    Current assets:
          Cash                                                                $        239      $       5,603
          Accounts receivable, net                                                   1,256              1,090
          Other receivables, net                                                       248                266
          Inventory                                                                    750                532
          Other current assets                                                         128                 18
                                                                              ---------------   ----------------
                   Total current assets                                              2,621              7,509

    Property and equipment, net                                                     13,392             14,188
    Intangible assets, net                                                          39,082             38,816
    Other non-current assets, net                                                    3,105              1,707
                                                                              ---------------
                                                                                                ----------------
                   Total assets                                               $     58,200       $     62,220
                                                                              ===============   ================

                    LIABILITIES, REDEEMABLE PREFERRED STOCK
                            AND SHAREHOLDERS' EQUITY

    Current liabilities:
          Current maturities of long-term debt                                $     10,895       $     11,134
          Accounts payable and accrued liabilities                                   4,508              2,744
          Unearned revenue                                                           1,034                813
          Other current liabilities                                                     33                 71
                                                                              ---------------   ----------------
                   Total current liabilities                                        16,470             14,762
    Long-term debt                                                                  31,957             29,288
                                                                              ---------------   ----------------
                   Total liabilities                                                48,427             44,050

    Minority interests                                                                 706                716

    Commitments and contingencies Redeemable preferred stock:
          Series   C,   4%   cumulative,   10,119,614   shares   issued   and
             outstanding                                                             1,966              1,507
    Shareholders' equity:
          Preferred stock, $.001 par value, authorized 40,000,000 shares               -                  -
          Common  stock,  $.001 par  value,  authorized  100,000,000  shares,
             45,695,172   and  40,683,118   shares  issued  and  outstanding,
             respectively                                                               46                 41
          Additional paid-in capital                                                69,774             68,087
          Stock subscribed                                                             -                  304
          Deficit                                                                  (62,719)           (52,485)
                                                                              ---------------   ----------------

                   Total shareholders' equity                                        7,101             15,947
                                                                              ---------------   ----------------
                   Total liabilities, redeemable preferred stock and
                      shareholders' equity                                    $     58,200       $     62,220
                                                                              ===============   ================
</TABLE>

See accompanying  condensed notes to unaudited interim consolidated
financial statements.

                                       3

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

                                              For the Three Months ended       For the Nine Months Ended
                                              --------------------------       -------------------------
                                             September 30    September 30    September 30     September 30
                                                 2000            1999            2000             1999
                                                 ----            ----            ----             ----
<S>                                         <C>               <C>            <C>               <C>
Revenues:
        Service revenue                     $     1,828       $   1,357      $     5,145       $   3,607
        Equipment sales and maintenance             116             240              535             775
                                            --------------- --------------- ---------------- ---------------
           Total revenues                         1,944           1,597            5,680           4,382
                                            --------------- --------------- ---------------- ---------------

Cost of sales:
        Cost of service revenue                     492             357            1,385             970
        Cost of equipment sales
          and maintenance                            64             124              288             446
                                            --------------- --------------- ---------------- ---------------
           Total cost of sales                      556             481            1,673           1,416
                                            --------------- --------------- ---------------- ---------------

Gross margin                                      1,388           1,116            4,007           2,966
                                            --------------- --------------- ---------------- ---------------

Operating expenses:
        Selling, general and administrative       3,060           2,500            8,740           7,266
        Depreciation and amortization               559             514            1,659           1,454
                                            --------------- --------------- ---------------- ---------------
           Total operating expenses               3,619           3,014           10,399           8,720
                                            --------------- --------------- ---------------- ---------------
Loss from operations                             (2,231)         (1,898)          (6,392)         (5,754)
                                            --------------- --------------- ---------------- ---------------

Other income (expense):
        Minority interest in earnings               (65)            (60)            (194)           (179)
        Interest expense, net                    (1,263)           (970)          (3,710)         (2,378)
        Other                                        87             -                 62             -
                                            --------------- --------------- ---------------- ---------------

Net loss before extraordinary item               (3,472)         (2,928)         (10,234)         (8,311)
Extraordinary loss on early
  extinguishment of debt                            -               -                -              (195)
                                            --------------- --------------- ---------------- ---------------

Net loss                                         (3,472)         (2,928)         (10,234)         (8,506)
Series B preferred stock dividend                  -               -                -                (18)
Redeemable preferred stock
  dividend and accretion                           (135)            (95)            (459)           (344)
                                            --------------- --------------- ---------------- ---------------

Loss applicable to common shareholders        $  (3,607)      $  (3,023)      $  (10,693)      $  (8,868)
                                            =============== =============== ================ ===============
</TABLE>



                                       4

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

                                              For the Three Months ended       For the Nine Months Ended
                                              --------------------------       -------------------------
                                             September 30    September 30    September 30     September 30
                                                 2000            1999            2000             1999
                                                 ----            ----            ----             ----

Basic and diluted loss per share of Common Stock:
<S>                                           <C>             <C>             <C>              <C>
Loss applicable to common
  shareholders before extraordinary item      $    (0.07)     $    (0.07)      $    (0.21)     $    (0.21)
Extraordinary item from early
  extinguishment of debt                            -               -                -              (0.00)
                                            --------------- --------------- ---------------- ---------------
Loss applicable to common shareholders        $    (0.07)     $    (0.07)      $    (0.21)     $    (0.21)
                                            =============== =============== ================ ===============

Basic and diluted weighted
  average shares outstanding                   52,574,601      45,126,823       51,193,815      42,199,863
                                            =============== =============== ================ ===============
</TABLE>

See accompanying  condensed notes to unaudited interim consolidated
financial statements.

























                                       5

<PAGE>
<TABLE>
<CAPTION>
                 CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                 Unaudited Consolidated Statements of Cash Flows
                             (amounts in thousands)
                                                                           For the nine months ended
                                                                           -------------------------
                                                                       September 30,       September 30,
                                                                            2000                1999
                                                                       ---------------     ---------------

<S>                                                                      <C>                  <C>
Cash flows from operating activities:
     Net loss                                                            $ (10,234)           $ (8,506)
     Adjustments to reconcile net loss to net cash used in
        operating activities:
             Minority interest                                                 194                 179
             Standstill agreement                                               -                  139
             Depreciation and amortization                                   1,659               1,454
             Loss on extinguishment of debt                                     -                   95
             Amortization of debt discount                                   1,129               1,297
             Amortization of debt issuance costs                               279                 126
             Options and common stock issued for services                      217                  -
             Change in operating assets and liabilities:
                  Increase in accounts receivable
                      and other receivables                                   (148)               (417)
                  Increase in inventory                                       (138)                (47)
                  Increase in deposits and prepaids                           (119)                (30)
                  Increase in unearned revenues                                221                 271
                  Increase (decrease) in accounts payable and
                  accrued liabilities                                        2,239              (2,723)
                  Increase in other current liabilities                         -                    4
                                                                       ---------------     ---------------
Net cash used in operating activities                                       (4,701)             (8,158)
                                                                       ---------------     ---------------

Cash flows from investing activities:
     Purchase of license options                                              (201)               (134)
     Purchases of property and equipment                                      (520)             (2,957)
     Change in other assets                                                     (3)                 -
                                                                       ---------------     ---------------
Net cash used in investing activities                                         (724)             (3,091)
                                                                       ---------------     ---------------

Cash flows from financing activities:
     Increase in debt issuance costs                                        (1,674)             (1,550)
     Exercise of stock options                                                 493                  -
     Distribution of minority interests                                       (204)                (74)
     Payments of long-term debt                                             (5,766)             (4,946)
     Proceeds from issuance of long-term debt                                7,212              21,000
                                                                       ---------------     ---------------
Net cash (used in) provided by financing activities                             61              14,430
                                                                       ---------------     ---------------

Net increase (decrease) in cash                                             (5,364)              3,181
Cash at beginning of period                                                  5,603                 579
                                                                       ---------------     ---------------

Cash at end of period                                                   $      239          $    3,760
                                                                       ===============     ===============
</TABLE>

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

                                       6

<PAGE>

                 CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
     Condensed Notes to Unaudited Interim Consolidated Financial Statements
                               September 30, 2000

NOTE 1 - BASIS OF PRESENTATION

The interim  financial  statements  for the three and nine month  periods  ended
September  30, 2000 and September  30, 1999 have been  prepared  without  audit,
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain  information and footnote  disclosure normally included in the financial
statements prepared in accordance with generally accepted accounting  principles
have been  condensed or omitted  pursuant to such rules and  regulations.  These
condensed  consolidated  financial statements should be read in conjunction with
the audited  consolidated  financial  statements and notes contained in our Form
10-KSB filed for the fiscal year ended December 31, 1999.

The financial  information included herein reflects all adjustments  (consisting
only of normal recurring  adjustments)  which are, in the opinion of management,
necessary for the fair  presentation of the results of the interim periods.  The
results of operations  for the three and nine month periods ended  September 30,
2000 are not  necessarily  indicative of the results to be expected for the full
year.


NOTE 2 - DESCRIPTION OF BUSINESS

Chadmoore  Wireless Group,  Inc.,  together with its subsidiaries  (collectively
"Chadmoore" or the  "Company"),  is one of the largest holders of frequencies in
the United States in the 800 megahertz  ("MHz") band for commercial  specialized
mobile  radio  ("SMR")  service.   The  Company's   operating  territory  covers
approximately  55 million  people in 180 markets,  primarily  in  secondary  and
tertiary  cities  throughout  the United  States  ("Operating  Territory").  The
Company also holds 16 wide area licenses in the 900 Mhz band,  comprised of ten,
twenty and thirty Mhz channels,  in seven Metropolitan  Trading Areas ("MTA's").
Known as dispatch,  one-to-many,  or  push-to-talk,  Chadmoore's  commercial SMR
service provides  reliable,  real-time voice  communications  for companies with
mobile  workforces that have a need to frequently  communicate with their entire
fleet or subgroups of their fleet.


NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

LOSS PER SHARE

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

Earnings per share for the three and nine months ended  September  30, 1999 have
been restated to exclude  warrants with nominal  exercise  prices which were not
exercisable, as follows:




                                       7

<PAGE>
<TABLE>
<CAPTION>
                                                               Three months ended             Nine months ended
                                                               September 30, 1999            September 30, 1999
                                                            ------------------------       --------------------
<S>                                                                     <C>                            <C>
Average shares outstanding as previously reported                       57,360,994                     54,109,313
Loss applicable to common shareholders as
previously reported - basic and diluted                                    $(0.05)                        $(0.16)
Average shares outstanding as restated                                  45,126,823                     42,199,863
Loss  applicable  to common  shareholders  as restated                     $(0.07)                        $(0.21)
-basic and diluted
</TABLE>


REVENUE RECOGNITION

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


INTANGIBLE ASSETS

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


NOTE 4 - MANAGEMENT PLANS

The accompanying  consolidated  financial statements have been prepared assuming
that the Company  will  continue as a going  concern.  For the nine months ended
September  30, 2000 and for the years  ended  December  31,  1999 and 1998,  the
Company has suffered  recurring losses from operations and has a working capital
deficiency of $13.8 million,  $7.3 million and $18.1 million as of September 30,
2000,  December  31,  1999 and  December  31,  1998,  respectively,  that  raise
substantial doubt about the Company's ability to continue as a going concern.

On August 21,  2000,  the  Company  signed a  definitive  agreement  and plan of
reorganization  with Nextel  Communications,  Inc. ("Nextel") under which Nextel
will  acquire   substantially   all  of  the  Company's  assets  in  a  tax-free
reorganization for approximately $160 million of Nextel's Class A common shares,
subject to certain closing  adjustments and limitations.  The agreement and plan
of reorganization  is subject to the approval of the Company's  stockholders and
the satisfaction of customary  closing  conditions  contained in the acquisition
agreement,   including  receipt  of  all  necessary  regulatory  approvals.  The
transaction  is expected to close in the first half of 2001.  Subsequent  to the
closing  of this  transaction,  the  Company  will be  dissolved  and all of its
remaining assets will be liquidated.

The consolidated  financial statements do not include any adjustments that might
result from the outcome of this transaction.


                                       8
<PAGE>

NOTE 5 - DEBT

During 1999,  pursuant to a loan facility with GATX Capital  Corporation  ("GATX
Facility"),  the Company  borrowed  $26.6 million from GATX Capital  Corporation
("GATX").  The final draw of  approximately  $400,000  was funded in May,  2000.
Loans were made at an interest  rate fixed at the time of the  funding  based on
five-year US Treasury notes plus 5.5% and payable over five-years following a 16
month interest only period.  Quarterly  principal payments of $1.35 million were
to commence  June 30, 2000.  On June 30, 2000 and again on July 27,  2000,  GATX
agreed to refrain from  exercising  remedies under the loan facility as a result
of the Company's  inability to make principal and interest  payments due on June
30, 2000. On August 25, 2000,  the Company paid the June 30, 2000  principal and
interest payment as well as additional interest and fees that accrued during the
deferred payment period.

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

On August 31, 2000,  the Company  entered into a subordinated  credit  agreement
with  Barclays  Bank PLC  (Barclays")  to  provide  working  capital  during the
pendency of the Nextel  transaction.  The agreement allows the Company to borrow
up to an aggregate  of $32.5  million,  of which $5.2 million was provided  upon
signing of the agreement. Subsequently, the Company may request no more than the
sum of $1.3 million per month,  plus any fees or interest due under the terms of
the  agreement.  Advances  under the Barclays  agreement are made at an interest
rate  fixed at the time of the  funding  based on either an  adjusted  base rate
equal to the  greater  of (a) the  prime  rate in  effect on such day or (b) the
Federal Funds Effective Rate in effect on such day plus 1/2 of 1%, plus 3.5%, or
an adjusted LIBO Rate equal to the rate appearing in the Telerate Service or any
successor,  two  business  days  prior to  funding  at the rate for U.S.  dollar
deposits  with a maturity  comparable  to the  interest  rate  period plus 4.5%.
Interest on each advance is payable in arrears on the Interest  Payment Date for
each such advance.  Principal and any unpaid interest are due upon completion of
the Nextel transaction or no later than June 30, 2002.

The Company is required to maintain certain  financial  covenants related to the
GATX and Barclays  facilities.  As of September 30, 2000, the Company was not in
compliance with all of the covenants,  however,  as previously  noted,  GATX has
agreed  to  waive  all   financial   covenant   violations.   Barclays  per  its
subordination  agreement  with  GATX  cannot  act  upon the  financial  covenant
violations, subject to the waivers agreed to by GATX.


NOTE 6 - EQUITY TRANSACTIONS

During  the third  quarter of 2000,  5,000  shares of common  stock were  issued
through the exercise of employee stock options with an option price of $0.51 per
share.  Additional  equity  transactions  are  discussed  in  Note 7 - Non  Cash
Activities.


NOTE 7 - NON CASH ACTIVITIES

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



                                       9
<PAGE>

During the nine months ended  September 30, 1999,  the Company had the following
non-cash investing and financing activities:  (1) conversion of 20,955 shares of
Series B Preferred into 915,932  shares of common stock,  (2) issuance of 76,672
shares of  common  stock for  Series B  Preferred  dividends,  (3)  issuance  of
1,871,096  shares of the  Company's  restricted  Common Stock which  represented
$916,837 of payment towards principal and interest of the New Debenture, (4) the
issuance of $139,857 of notes  payable,  net of  discount,  to exercise  certain
license options and preferred stock dividends and accretion of $344,000.

During the three and nine months ended  September 30, 2000 and 1999, the Company
paid no Federal income taxes.  For the nine months ended  September 30, 2000 and
1999,   the  Company  paid   approximately   $3.3  million  and  $0.8   million,
respectively, in interest expense.


NOTE 8 - PURCHASE COMMITMENT

In October  1996,  the  Company  signed a purchase  agreement  with  Motorola to
purchase  approximately $10 million of Motorola radio communications  equipment,
including  Motorola Smartnet II trunked radio systems.  Such purchase  agreement
required that the equipment be purchased within 30 months of its effective date.
On March 10, 1998, the effective period of the Motorola  purchase  agreement was
extended  from 30 months to 42 months.  As of June 30,  2000,  the  Company  had
purchased approximately $6.5 million toward this purchase commitment.  On May 4,
2000,  an  amendment  to the  purchase  agreement  was  executed  extending  the
expiration  date of the  agreement  to  July  26,  2001,  while  increasing  the
remaining amount of purchases to a minimum of $4 million.


NOTE 9 - RELATED PARTY TRANSACTIONS

During the nine  months  ended  September  30, 2000 and 1999,  the Company  paid
approximately $53,000 and $1.4 million,  respectively to Private Equity Partners
("PEP"),  for professional  services associated with equity and debt financings.
Mark F. Sullivan, a Director of the Company, is an owner and managing partner of
PEP.

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

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


NOTE 10 - SUBSEQUENT EVENTS

On October 24, 2000,  the FCC  completed the transfer of 900 MHz licenses to the
Company to complete the purchase agreement with American Wireless.




                                       10
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN
OF OPERATION

The  following is a  discussion  of the  consolidated  financial  condition  and
results of  operations  of Chadmoore  Wireless  Group,  Inc.,  together with its
subsidiaries (collectively "Chadmoore" or the "Company"), for the three and nine
months  ended  September  30, 2000  compared to the same  periods in 1999.  This
discussion  should be read in  conjunction  with the Company's  annual report on
Form 10-KSB for the year ended December 31, 1999 (the "1999 Form 10-KSB").

Statements  contained herein that are not historical  facts are  forward-looking
statements as that term is defined by the Private  Securities  Litigation Reform
Act of 1995.  Although the Company 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.  The Company cautions  investors that any  forward-looking
statements made by the Company are not guarantees of future performance and that
actual  results  may  differ  materially  from  those  in  the   forward-looking
statements.   Such  risks  and  uncertainties   include,   without   limitation,
fluctuations in demand, loss of subscribers, the quality and price of similar or
comparable wireless communications  services,  well-established  competitors who
have substantially  greater financial resources and longer operating  histories,
regulatory  delays or denials,  ability to complete  intended  market  roll-out,
access  to  sources  of  capital,  adverse  results  in  pending  or  threatened
litigation,  consequences of actions by the FCC, and general economics.  See the
Company's 1999 Form 10-KSB.

RESULTS OF OPERATIONS

Total revenues for the third quarter were $1.9 million  compared to $1.6 million
for the same period in 1999, an increase of $0.3 million or 18.8%.  Year-to-date
revenues for 2000 and 1999 were $5.7 million and $4.4 million,  respectively, an
increase of $1.3 million or 29.5%.  Service  revenues  increased to $1.8 million
compared to $1.4  million,  an increase of $0.4 million or 28.6% for the quarter
ended September 30, 2000 compared to the same period in 1999. For the nine month
period ended September 30, 2000, service revenues were $5.1 million, an increase
of $1.5 million or 41.7% when  compared to service  revenues of $3.6 million for
the same period in 1999.  Equipment sales and  maintenance  revenue was down for
the third  quarter of 2000 to $116,000  compared to $240,000 in 1999, a decrease
of $124,000 or 51.7%.  For the first nine months of 2000 as compared to the same
period in 1999,  equipment  sales and  maintenance  revenue was down $240,000 or
31.0% to $535,000 from $775,000.

As a result of the announced merger with Nextel,  subscriber units for the third
quarter  have  decreased  from  approximately  47,000  units at June 30, 2000 to
45,000 units as of September 30, 2000. Though  management  expects the announced
merger to result in some churn of current  customers,  it cannot  assess at this
time what the financial  impact of this change in the business plan will be with
regards to revenues.

Cost of service  revenue  for the three  months  ended  September  30,  2000 was
$492,000  compared  to  $357,000  for the same  period in 1999,  an  increase of
$135,000 or 37.8%.  For the nine months ended  September  30, 2000,  the cost of
service was $1.4 million,  an increase of $0.4 million or 40.0% when compared to
the same period in 1999.  The increase is primarily  attributable  to additional
commercial  markets  being  operational  during the first nine months of 2000 as
compared  to the  comparable  period  in  1999,  as well as the  marginal  costs
associated with increased  capacity in the Company's  existing markets.  Cost of
equipment sales and maintenance revenue was $64,000 and $288,000,  respectively,
for the three and nine months ended  September 30, 2000 compared to $124,000 and
$446,000, respectively, for the same periods in 1999.

Gross margin for the three months ended September 30, 2000 was 71.4% as compared
to 69.9% for same period in 1999. For the nine month periods ended September 30,
2000 and 1999,  the  gross  margins  were  70.5% and  67.7%,  respectively.  The
improvement in margins for 2000 primarily reflects period over period subscriber
growth in markets established during the first quarter of 1999.



                                       11
<PAGE>

Selling,  general and administrative  expenses increased to $3.1 million for the
three  months  ended  September  30, 2000  compared to $2.5 million for the same
period in 1999, an increase of $0.6 million or 24.0%.  For the nine months ended
September 30, 2000, these expenses were $8.7 million compared to $7.3 million in
the prior  year,  an  increase  of $1.4  million or 19.2%.  Salaries,  wages and
benefits expense (a component of selling,  general and administrative  expenses)
increased  to $1.1  million  for the three  months  ended  September  30,  2000,
compared to $1.0  million for the three  months ended  September  30,  1999,  an
increase of $0.1 million or 10.0%. For the nine months ended September 30, 2000,
salaries,  wages and benefits were $3.5 million compared to $2.9 million for the
same  period in 1999,  an increase of $0.6  million or 20.7%.  For the  quarter,
approximately $250,000 of the increase related to additional expenses related to
the Nextel transaction. Also in anticipation of the Nextel transaction, staffing
was reduced by approximately half as of August 25th,  primarily in the sales and
marketing  areas.  Starting  September 1, 2000,  those former  employees will be
receiving  severance over the next one- two- or three months  depending on their
term of service.  Much of the year to date  increase  was  related to  personnel
additions  in  operational  areas and direct sales made in  connection  with the
Company's commercial SMR service.  Excluding salaries, wages and benefits, other
selling,  general and administrative  expenses increased to $2.0 million for the
quarter  ended  September 30, 2000 compared to $1.5 million for the same quarter
in 1999,  an  increase  of $0.5  million  or 33.3%.  For the nine  months  ended
September 30, 2000,  these same expenses  increased to $5.2 million  compared to
$4.4  million for the same period in 1999,  an increase of $0.8 million or 18.2%
compared to the prior year.  Both  increases  are  primarily due to increases in
advertising  and marketing  expenses,  which  corresponds  to period over period
revenue  growth,  and travel,  entertainment  and  communications  expenses as a
result of the Company  establishing its own direct sales force during the latter
part of 1999.

Depreciation  and amortization  expense  increased to $559,000 and $1.7 million,
respectively, for the three and nine months ended September 30, 2000 compared to
$514,000  and $1.5  million for the three and nine months  ended  September  30,
1999.  The  increase  of  $45,000  or 8.8% for the three  month  period and $0.2
million or 13.3% for the nine month  period,  reflects  additional  licenses and
infrastructure  equipment  placed in service  during the last  twelve  months of
operations.

Interest  expense,  net of interest income,  increased $0.3 million or 30.0%, to
$1.3  million for the third  quarter of 2000 as compared to $1.0 million for the
same period in 1999.  For the nine month period ended  September  30, 2000,  net
interest  expense was $3.7 million  compared to $2.4 million for the same period
in 1999,  an  increase of $1.3  million or 54.2%.  These  increases  reflect the
higher debt balances associated with the GATX Facility.

During  the  nine  months  ended   September  30,  1999,   the  Company  had  an
extraordinary  loss of $0.2  million,  which  reflected  the  write  off of debt
issuance  costs and  prepayment  penalties  associated  with the  prepayment and
termination of the MarCap and Motorola debt facilities.

The  Company's  net loss  increased  to $3.6  million for the three months ended
September  30,  2000  compared to $3.0  million for the same period in 1999,  an
increase of $0.6 million or 20.0%. For the nine months ended September 30, 2000,
the net loss was $10.7  million  compared to $8.9 million for the same period in
the prior  year,  an  increase  of $1.8  million or 20.2%.  The net loss  before
extraordinary  item for the nine months ended September 30, 1999,  which related
to the  extinguishment  of debt, was $8.7 million.  The increased  losses were a
result of an increased subscriber system usage, additional personnel,  increased
marketing and sales  activities in new and existing  markets and higher interest
costs associated with the GATX Facility.

Loss per share for the three months ended September 30, 2000 and 1999 was $0.07.
For the nine month periods ended September 30, 2000 and 1999, the loss per share
was $0.21. The extraordinary item in 1999 did not have an impact on the loss per
share.


LIQUIDITY AND CAPITAL RESOURCES

Historically,  operating expenses and capital  expenditures  associated with the
development  and  enhancement of the Company's SMR network have more than offset
operating revenues. Operating expenses, debt service obligations and anticipated
capital expenditures continue to exceed operating revenues,  and are expected to
continue  to do so


                                       12
<PAGE>

for the next several years. Accordingly, the Company's auditors have included an
explanatory  paragraph in their opinion which expresses  substantial doubt about
the  Company's  ability  to  continue  as a going  concern  for the years  ended
December 31, 1999 and 1998. The Company has  consistently  used external sources
of  funds,  primarily  from  equity  issuances  and  debt  financings,  to  fund
operations, capital expenditures and other non-operating needs.

Net cash used in operating  activities  during the first nine months of 2000 was
$4.7  million as compared to $8.2 million for the  comparable  period in 1999, a
decrease of $3.5  million or 42.7%.  The  decrease in net cash used in operating
activities  consisted primarily of a $5.0 million change in accounts payable and
accrued  liabilities  when  comparing the first nine months of 2000 to the first
nine months of 1999,  partially  offset by an increased  loss of $1.7 million in
2000.

Net cash used in investing  activities  decreased  to $724,000  during the first
nine  months of 2000 as  compared  to $3.1  million for the first nine months of
1999.  Capital  expenditures to fund the Company's  expansion of its SMR network
declined by $2.3 million when  comparing  the first nine months of 1999 to 2000.
This was  primarily  a result of the  heavy  capital  expenditures  to build SMR
infrastructure in 1999.

Net cash provided by financing  activities was $61,000 for the nine months ended
September  30,  2000,  as  compared  to $14.4  million in net cash  provided  by
financing  activities for the nine months ended  September 30, 1999. The primary
difference  is $21.0  million in borrowing  in 1999  compared to $7.2 million in
borrowing for 2000

As a result of the planned transaction with Nextel, the Company made significant
changes in its business  plan,  whereby  business  activities of the Company are
being scaled back and the direct sales force has been eliminated in an effort to
reduce expenses.  Though management  expects this change in its business plan to
result in some churn of current  customers,  it cannot  assess at this time what
the financial impact of this change in the business plan will be with regards to
revenues.  During the pendency of this  transaction,  Barclays will be providing
the Company with interim funding.  The agreement allows the Company to borrow up
to an  aggregate  of $32.5  million,  of which $5.2  million was  provided  upon
signing of the agreement. Subsequently, the Company may request no more than the
sum of $1.3 million per month,  plus any fees or interest due under the terms of
the  agreement.  Advances  under the Barclays  agreement are made at an interest
rate  fixed at the time of the  funding  based on either an  adjusted  base rate
equal to the  greater  of (a) the  prime  rate in  effect on such day or (b) the
Federal Funds Effective Rate in effect on such day plus 1/2 of 1%, plus 3.5%, or
an adjusted LIBO Rate equal to the rate appearing in the Telerate Service or any
successor,  two  business  days  prior to  funding  at the rate for U.S.  dollar
deposits  with a maturity  comparable  to the  interest  rate  period plus 4.5%.
Interest on each advance is payable in arrears on the Interest  Payment Date for
each such advance.  Principal and any unpaid interest are due upon completion of
the Nextel transaction or no later than June 30, 2002.

The Company  believes that the funding  provided by Barclays plus cash generated
by its ongoing  operations will be sufficient to carry it through the completion
of the Nextel transaction.

ITEM 2A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of September 30, 2000,  all the Company's long term debt bears fixed interest
rates,  however,  the fair market  value of this debt is sensitive to changes in
prevailing  interest  rates.  The Company  runs the risk that market  rates will
decline and the required  payments will exceed those based on the current market
rate.  The Company does not use interest rate  derivative  instruments to manage
its exposure to interest rate changes.






                                       13
<PAGE>

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

A - GOODMAN CHAN PROCEEDINGS

As described in the Company's most recent 10-KSB filing, the Company has pending
before the Federal  communications  commission an application  for Review of the
Commission's decision in the Goodman/Chan  proceeding.  Management has continued
its  discussions  with  FCC  decision  makers  in an  effort  to  ascertain  the
Commission's  projected timetable for final action on the company's  Application
for  Review.  However,  to date,  the Company has been unable to obtain from the
Commission a reliable estimate of when the commission intends to finalize action
on the Application for Review. The item remains pending at this time.

Prior to release of the FCC Goodman/Chan  decision and as discussed  extensively
in the  company's  most recent  Form 10-KSB  filing,  the Company  entered  into
purchase   agreements  for,  among  others,   numerous   licenses  held  by  the
"similarly-situated"  entities who ultimately did not obtain construction relief
from the  commission.  The Company's  application  for Review of the  Commission
decision with respect to the "similarly-situated" entities remains pending; and,
Management has been unable to obtain any firm  commitment from the FCC regarding
its timetable projections with regard to finalizing a decision on the matter.

Thus,  there is a  possibility  that  should the  proposed  Nextel  purchase  of
substantially  all of the Company's assets (as discussed  elsewhere herein) move
forward as  anticipated,  the Commission may not act on the pending  Application
for Review prior to the planned dissolution of the Company.  Accordingly,  it is
possible  that the  Company  could  face  litigation  or enter  into  settlement
discussions with some or all of the  "similarly-situated"  parties with whom the
Company contracted in order to dispose of potential claims by those parties.  At
this time,  it is not possible  for  Management  to predict with any  reasonable
degree of accuracy  the  ultimate  outcome of this matter or to predict  whether
agreements would have to be entered into with every subject licensee. It is also
not possible for the company to accurately  forecast the total  liability  which
could arise from this matter.

Pursuant to the FCC's general jurisdiction over  telecommunications  activities,
the Company is involved in pending matters before the FCC, which could result in
rule  changes  of  general  applicability  and which may  ultimately  affect the
Company's operations.


B. OTHER 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.









                                       14
<PAGE>

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

EXHIBIT
NUMBER   EXHIBIT

10.1     First  Amendment to the  Agreement  and Plan of  Reorganization  by and
         among  Nextel   Communications,   Inc.,  Nextel  Finance  Company,  and
         Chadmoore Wireless Group, Inc. dated August 31, 2000

10.2     Subordination  Agreement by and between GATX Capital  Corporation,  and
         Barclays Bank PLC, dated September 1, 2000

10.3     Security  Agreement  by and  among  Barclays  Bank  PLC  and  Chadmoore
         Wireless Group, Inc. dated August 31, 2000

10.4     Subordinated  Credit  Agreement  by and  among  Barclays  Bank  PLC and
         Chadmoore Wireless Group, Inc. dated August 31, 2000

10.5     Fourth  Amendment  and Waiver to Senior  Secured Loan  Agreement by and
         among  GATX  Capital   Corporation,   Chadmoore  Wireless  Group,  Inc.
         ("Chadmoore"), and the Subsidiaries of Chadmoore dated August 25, 2000

27.1     Financial Data Schedule. (Filed herewith)













                                       15
<PAGE>

                                   SIGNATURES

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

                                    Chadmoore Wireless Group, Inc.

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

                                    Date: November 13, 2000





























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