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

                                   FORM 10-QSB


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

                  FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 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 [ ]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2of the Exchange Act).
         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 [ ]

                                        1
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                      APPLICABLE ONLY TO CORPORATE ISSUERS


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

AS OF JANUARY 31, 2006 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
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                                      INDEX

       PART I - FINANCIAL INFORMATION                                       PAGE

       ITEM 1.  FINANCIAL STATEMENTS

                  Consolidated Statements of Net Assets in Liquidation
                  as of September 30, 2005 and December 31, 2004              4

                  Consolidated Statements of Changes in Net Assets in
                  Liquidation for the Three Months and Nine Months
                  Ended September 30, 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 2C. DISCLOSURE OF ANY REPURCHASE OF COMPANY STOCK                15

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

       SIGNATURES                                                            16

       CERTIFICATIONS                                                      17-19

























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<PAGE>
                 CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
              Consolidated Statements of Net Assets in Liquidation
                 as of September 30, 2005 and December 31, 2004
                             (amounts in thousands)

<TABLE>
<CAPTION>
                                                                     Sept. 30,         Dec. 31,
                                                                       2005              2004
                                                                    (unaudited)       (restated)
                                                                  ---------------  ---------------
<S>                                                                <C>              <C>
    ESTIMATED VALUES OF ASSETS OF THE COMPANY

      Cash and cash equivalents                                    $       1,578    $      13,900
      Investment in debt securities                                       11,937               --
      Other receivables, net                                                 797              801
      Federal income tax receivable                                        1,290            1,290
      Other assets                                                           111              146
      Estimated future interest income                                       522              542
                                                                  ---------------  ---------------
                   Total estimated assets                                 16,235           16,679
                                                                  ---------------  ---------------

    ESTIMATED LIABILITIES OF THE COMPANY

      Notes payable                                                          313              433
      Accounts payable and accrued liabilities                               198              197
      Estimated future operating costs and settlement reserves
        during the liquidation period                                      9,417            9,575
                                                                  ---------------  ---------------
                   Total estimated liabilities                             9,928           10,205
                                                                  ---------------  ---------------


    NET ASSETS IN LIQUIDATION                                      $       6,307    $       6,474
                                                                  ===============  ===============
</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 and Nine Months Ended September 30, 2005 and 2004
                             (amounts in thousands)



<TABLE>
<CAPTION>
                                              For the three months ended        For the nine months ended
                                            ------------------------------- -------------------------------
                                               Sept. 30,       Sept. 30,       Sept. 30,        Sept. 30,
                                                  2005            2004            2005             2004
                                                               (restated)                       (restated)
                                            --------------- --------------- ---------------- ---------------
<S>                                          <C>             <C>             <C>              <C>
Net Assets in Liquidation, Beginning, as
previously reported                          $       5,605   $       5,401   $        5,474   $       6,092

  Income tax refund                                  1,000             979            1,000             742

Net Assets in Liquidation, Beginning, as
restated                                             6,605           6,380            6,474           6,834

Net gain (loss) from operations during
liquidation                                              2              (4)             (35)              5

Settlement of litigation                                --              --               --              29

Change in estimate of:
  Future interest income                                --             136              264             136
  Income taxes                                          --             (48)              --             189
  Settlement reserve                                  (300)             --             (300)             --
  Other assets, net                                     --              --               --             (53)
  Future operating costs during
    liquidation period                                  --              --              (96)           (676)
                                            --------------- --------------- ---------------- ---------------

Net Assets in Liquidation, Ending            $       6,307   $       6,464   $        6,307   $       6,464
                                            --------------- --------------- ---------------- ---------------
</TABLE>













              See accompanying condensed notes to unaudited interim
                       consolidated financial statements.

                                        5
<PAGE>
                 CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
     Condensed Notes to Unaudited Interim Consolidated Financial Statements
                               September 30, 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.  Under Colorado law, Chadmoore is required to manage its liquidation
process  through  February 22, 2007,  at which time the orderly  liquidation  is
expected to be completed. 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  accompanying  financial  statements as of December
31, 2004 and for the three months and nine

                                        6
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months ended September 30, 2004 have been restated for the correction of an
error related to expected income tax refunds (see Note 5).

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.

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


ESTIMATED VALUES OF ASSETS OF THE COMPANY

The estimated  assets of Chadmoore  that are set forth in the September 30, 2005
"Consolidated  Statements 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 22,
         2007 are carried at cost 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  22,  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 represent primarily prepayments of future operating costs.
     (e) Other  receivables,  net,  are  carried at their  expected  collectible
         amounts and pertain,  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












                                       7
<PAGE>
         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.
     (f) Federal income tax receivable is carried at the expected  refund amount
         based on losses  incurred  for  years  2003 and 2004  carried  back and
         applied  against  the gain  recorded in 2002 as a result of the sale of
         assets to Nextel.


ESTIMATED LIABILITIES OF THE COMPANY

The estimated  liabilities  of Chadmoore that are set forth in the September 30,
2005 "Consolidated  Statements of Net Assets in Liquidation" have 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. Of the amounts owed, $200,000 pertains to contingent claims by
         persons  whose  licenses  were   cancelled   pursuant  to  the  Federal
         Communication   Commission's   final   ruling   in   the   Goodman/Chan
         proceedings. (See Form 10-QSB for the Company, dated June 30, 2002, for
         detail   disclosure  of  the   Goodman/Chan   proceedings.)   Chadmoore
         originally recorded notes payable of about $6.7 million for purchase of
         the  Goodman/Chan  licenses.  That amount was  reduced to $4.7  million
         through  payments and settlement of  outstanding  balances prior to the
         initial liquidation accounting. A liquidation trust was established for
         the purpose of settling the remaining outstanding  Goodman/Chan claims.
         The liquidation  trust resolved the bulk of these contingent  claims by
         distributing  $1,039,000  to  546  license  holders.  Approximately  60
         potential claimants, with estimated potential claims of $200,000, could
         not be found or did not respond to settlement  letters  mailed to them.
         Chadmoore  has made every  effort to locate these  remaining  potential
         claimants,  including  the  hiring  of a  skip/trace  firm.  Management
         believes  that  Chadmoore's  exposure  will  not  exceed  the  $200,000
         currently recorded as part of its liquidation plan.
     (b) Accounts  payable and  accrued  liabilities  include  all amounts  that
         remain unpaid for liquidation activities.
     (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,  changes  in  estimates,  and the  actual  costs  that  have been
         incurred  and paid  during the  period  from  January  1, 2005  through
         September 30, 2005.

         During the quarter ended June 30, 2005,  Chadmoore recorded a change in
         estimate of $52,000 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,  as well as an overall

                                        8
<PAGE>
         increase in general operating expenses. In addition, Chadmoore recorded
         a change in  estimate  of  $44,000  for  compensation  for  liquidation
         personnel  during the prior  quarter.  The change in estimate  reflects
         anticipated  expense  for  part-time  administrative  help  through the
         completion  of the  liquidation  process and an increase in the cost of
         medical  insurance for the period January 1, 2005 through  February 22,
         2007 for Messrs. Moore and Radusch.

         During the quarter  ended  September  30, 2005,  Chadmoore  recorded an
         increase in the  settlement  reserve of  $300,000 to reflect  potential
         costs associated with payment demands made by SBA Leasing under several
         license agreements that were in effect at the time of sale of assets to
         Nextel.

<TABLE>
<CAPTION>
                                                    Change in
                                 As of              estimates           Incurred           As of
                             Dec. 31, 2004        during period         and paid       Sept. 30, 2005
                            ----------------     ----------------     -------------    --------------
<S>                          <C>                  <C>                  <C>              <C>
Compensation for
liquidation personnel        $          687       $           44       $      (280)     $        451

Insurance, utilities and
facility expenses                       163                   52              (117)               98

Legal, audit and other
professional fees                       432                   --              (157)              275

Settlement reserve                    8,293                  300                --             8,593
                            ----------------     ----------------     -------------    --------------
Total estimated future
operating costs and
settlement reserves          $        9,575       $          396       $      (554)     $      9,417
                            ================     ================     =============    ==============
</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 $8.6 million at September 30, 2005.

         The majority of this  settlement  reserve at September  30, 2005,  $7.3
         million,  relates to contingencies  involving the resolution of various
         federal taxation issues.  Other matters covered by this reserve include
         existing litigation and claims, and settlement of existing liabilities.
         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 $7.3 million.

                                        9
<PAGE>

         As a result of the uncertainty  regarding the estimates associated with
         the  settlement  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 settlement 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   September  30,  2005
         consolidated financial statements on a liquidation basis follows:

     Estimated future interest income

     At September  30,  2005,  the  estimated  value of future  interest  income
     represented about 8.5% 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 $522,000
     on Chadmoore's  cash holdings and investment in debt securities  represents
     management's  estimate  of future  interest  earnings  based on an  average
     annual market rate of 3.5% 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 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

                                       10
<PAGE>
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 has now been completed. A judge
trial is set for August 2006.  Currently,  management cannot forecast the actual
outcome of this item,  nor can it provide a timetable  for when this matter will
be concluded.

On October 11, 2005,  Chadmoore received a demand letter from SBA Leasing,  Inc.
("SBA  Leasing")  claiming that  Chadmoore was in default on various  leases and
that Chadmoore owed SBA Leasing  $274,592 in overdue lease  payments.  Chadmoore
has formally responded to SBA Leasing denying that any sum of money is currently
owed by Chadmoore.  Currently,  management cannot forecast the actual outcome of
this  item,  nor can it  provide  a  timetable  for  when  this  matter  will be
concluded.

Chadmoore is not aware of any other actual or threatened claims; however, it 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 higher end of the range of possible  loss,  for the
matters discussed above.

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.  The lease was extended for an additional
six-month term on July 14, 2005.

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.

                                       11
<PAGE>
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 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 the final distribution of Chadmoore's funds on or
about February 22, 2007.

NOTE 5- RESTATEMENT AND INCOME TAX REFUND

During the quarter ended September 30, 2005, Chadmoore discovered that operating
and capital losses  incurred  during fiscal 2004 could be carried back to offset
taxes  paid on the gain on sale from 2002.  Chadmoore  further  discovered  that
capital  losses from fiscal 2003 could be carried back to recover  taxes paid on
the gain on sale from 2002.  On January 27,  2006,  Chadmoore  filed a Form 8-K,
stating that previously issued financial information for the years 2003 and 2004
and each of the four  quarters of 2004 and the first two quarters of 2005 should
be restated to reflect the income tax refund due  Chadmoore of $866,000  related
to fiscal 2004 and $424,000  related to fiscal 2003. The amounts included on the
statements  of net assets  and  statements  of  changes in net assets  have been
restated to correct for this error.

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.

                                       12
<PAGE>
In order to  reduce  liquidation  costs,  Chadmoore's  full-time  staff has been
reduced to two  remaining  officers  who will handle all  remaining  liquidation
issues.   Under   Colorado  law,   Chadmoore  will  remain  in  existence  as  a
non-operating  entity for five years from  February  22, 2002 and will  maintain
liquid assets to cover any remaining  liabilities and pay operating costs during
the dissolution period. During the dissolution period, Chadmoore will attempt to
convert its remaining assets to cash and settle its liabilities as expeditiously
as possible.

STATUS OF LIQUIDATION

On February 8, 2002,  Chadmoore sold  substantially  all of its assets to Nextel
Communications,  Inc. ("Nextel") for $130 million in cash resulting in a gain of
about $88 million, terminated its operations and began an orderly liquidation of
Chadmoore,  including  laying off most of its employees.  Chadmoore  adopted the
liquidation basis of accounting  effective January 29, 2002,  whereby assets are
recorded at their estimated net realizable  values,  liabilities are recorded at
their estimated settlement amounts and a reserve has been provided for potential
claims.  During the nine months ended September 30, 2005,  Chadmoore  recorded a
change  in  estimate  of  $52,000  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,  as well as an  overall  increase  in general  operating  expenses.
Chadmoore  also  recorded  a change in  estimate  of  $44,000  to its  estimated
expenses for  compensation  for  liquidation  personnel  to reflect  anticipated
expenses for part-time administrative help through completion of the liquidation
process  and an increase in health  care  insurance  cost for Messrs.  Moore and
Radusch for the period  January 1, 2005 through  February 22, 2007. In addition,
Chadmoore  recorded a change  during the first  quarter of 2005 in the estimated
value of future interest income of $264,000 to reflect rising interest rates and
its investment in debt securities.

During the quarter ended September 30, 2005,  Chadmoore  recorded an increase in
the settlement  reserve of $300,000 to reflect  potential costs  associated with
payment demands made by SBA Leasing under several  license  agreements that were
in effect at the time of the sale of assets to Nextel.

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  upon the  fifth  anniversary

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<PAGE>
of the  filing  of  the  Certificate  of  Dissolution  in  Colorado  by a  final
liquidating  distribution  directly to shareholders of record.  The initial cash
distribution  to  shareholders  under the Plan was made on July 12,  2002 in the
aggregate  amount of $22.7  million,  or about $.3323 per equivalent  share.  On
February 28, 2003,  Chadmoore made a second distribution of cash to shareholders
in the aggregate  amount of $4.2 million,  or $.0620 per  equivalent  share.  On
December 5, 2003, a third  distribution  of cash in the  aggregate  amount of $7
million,  or $.1014 per share, was made to shareholders of record as of the sale
of  Chadmoore's  assets to  Nextel.  As of  December  31,  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 September
30, 2005,  assuming  assets are realized  and  liabilities  are settled at their
estimated amounts, are currently estimated to be about $6.6 million, or $.09 per
equivalent  share.  Should  Chadmoore not have to pay-out any of the  settlement
reserves, shareholders could expect to receive up to an additional $8.3 million,
or $.12 per equivalent share. The ultimate  settlement amount and timing depends
upon a variety of factors,  including,  but not limited  to, the  resolution  of
those items  included in the  settlement  reserve and actual  costs  incurred in
carrying out the Plan.

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.  Subsequent to February 22, 2002, Chadmoore was made aware of an
ongoing market in the trading of "due bills", whereby an  individual/institution
would  purchase  from a  shareholder  the  right to future  cash  distributions.
Chadmoore  has no  involvement  in this  trading  activity  nor  does  Chadmoore
maintain  a list or have  access to a list of the  identities  or  locations  of
holders of the "due  bills".  All  distributions  by  Chadmoore  will be made to
shareholders of record at the time of the asset sale to Nextel.

ITEM 3.  CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

During the quarter  ended  September  30,  2005,  management  became  aware of a
weakness in the Company's  disclosure controls over the reporting of federal and
state income taxes to management for financial reporting purposes. Historically,
management has engaged outside experts  specializing in the determination of and
accounting for federal and state income taxes and management has relied on these
specialists  to report the  resulting  taxes to be paid,  refunded or accrued to
management  for  financial  reporting  purposes.  However,  management  did  not
independently   verify  the  information  reported  by  these  outside  experts.
Corrective  action  regarding  this weakness will not be required as for periods
subsequent to December 31, 2004,  the Company no longer has the ability to carry
back taxable  operating losses to obtain refunds for previously paid federal and
state income taxes.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING.

There were no changes in our internal  control  over  financial  reporting  that
occurred  during  our  quarter  ended  September  30,  2005 that has  materially
affected or is reasonably likely to materially affect, our internal control over
financial reporting.



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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 has now been completed. A judge
trial is set for August 2006.  Currently,  management cannot forecast the actual
outcome of this item,  nor can it provide a timetable  for when this matter will
be concluded.

On October 11, 2005,  Chadmoore received a demand letter from SBA Leasing,  Inc.
("SBA  Leasing")  claiming that  Chadmoore was in default on various  leases and
that Chadmoore owed SBA Leasing  $274,592 in overdue lease  payments.  Chadmoore
has formally responded to SBA Leasing denying that any sum of money is currently
owed by Chadmoore.  Currently,  management cannot forecast the actual outcome of
this  item,  nor can it  provide  a  timetable  for  when  this  matter  will be
concluded.

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<PAGE>
Chadmoore is not aware of any other actual or threatened claims; however, it 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.

ITEM 2C.  DISCLOSURE OF ANY REPURCHASE OF COMPANY STOCK

There were no  repurchases  of  Chadmoore  common  stock during the three months
ended September 30, 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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                                   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: February 3, 2006












































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