================================================================================
                     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 JUNE 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 AUGUST 8, 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

<S>                                                                                                                  <C>
PART I - FINANCIAL INFORMATION                                                                                        PAGE

ITEM 1.  FINANCIAL STATEMENTS

         Consolidated Balance Sheets as of June 30, 2000 (unaudited) and December 31, 1999                              3

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

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

         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                                                                                            14-15

ITEM 5.  OTHER INFORMATION                                                                                              16

ITEM 6.  EXHIBITS AND CURRENT REPORTS ON FORM 8-K                                                                       16

SIGNATURES                                                                                                              17

</TABLE>















                                       2
<PAGE>
<TABLE>
<CAPTION>
                 CHADMOORE WIRELESS GROUP, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheets
                             (amounts in thousands)

                                                                             June 30,        December 31,
                                                                               2000              1999
                                                                           (Unaudited)
                                                                          ---------------   ----------------
                                 ASSETS
<S>                                                                       <C>                <C>
Current assets:
      Cash                                                                $        886       $      5,603
      Accounts receivable, net                                                   1,430              1,090
      Other receivables, net                                                       249                266
      Inventory                                                                    673                532
      Other current assets                                                         228                 18
                                                                          ---------------   ----------------
               Total current assets                                              3,466              7,509

Property and equipment, net                                                     13,750             14,188
Intangible assets, net                                                          39,141             38,816
Other non-current assets, net                                                    1,643              1,707
                                                                          ---------------   ----------------
               Total assets                                               $     58,000       $     62,220
                                                                          ===============   ================


                LIABILITIES, REDEEMABLE PREFERRED STOCK
                        AND SHAREHOLDERS' EQUITY

Current liabilities:
      Current maturities of long-term debt                                $     32,595       $     11,134
      Accounts payable and accrued liabilities                                   3,191              2,744
      Unearned revenue                                                           1,200                813
      Other current liabilities                                                    822                 71
                                                                          ---------------   ----------------
               Total current liabilities                                        37,808             14,762
Long-term debt                                                                   6,992             29,288
                                                                          ---------------   ----------------
               Total liabilities                                                44,800             44,050

Minority interests                                                                 665                716

Commitments and contingencies Redeemable preferred stock:
      Series   C,   4%   cumulative,   10,119,614   shares   issued   and
         outstanding                                                             1,830              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                                                69,906             68,087
      Stock subscribed                                                             -                  304
      Deficit                                                                  (59,247)           (52,485)
                                                                          ---------------   ----------------

               Total shareholders' equity                                       10,705             15,947
                                                                          ---------------   ----------------
               Total liabilities, minority interests, redeemable
               preferred stock and shareholders' equity                   $     58,000       $     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 Six Months Ended
                                              --------------------------       ------------------------
                                                June 30         June 30         June 30         June 30
                                                 2000             1999           2000             1999
                                                 ----             ----           ----             ----

<S>                                         <C>             <C>             <C>              <C>
Revenues:
        Service revenue                       $   1,725       $   1,222        $   3,316       $   2,250
        Equipment sales and maintenance             232             301              419             535
                                            --------------- --------------- ---------------- ---------------
           Total revenues                         1,957           1,523            3,735           2,785
                                            --------------- --------------- ---------------- ---------------

Cost of sales:
        Cost of service revenue                     482             330              892             613
        Cost of equipment sales
          and maintenance                           106             185              224             322
                                            --------------- --------------- ---------------- ---------------
           Total cost of sales                      588             515            1,116             935
                                            --------------- --------------- ---------------- ---------------

Gross margin                                      1,369           1,008            2,619           1,850
                                            --------------- --------------- ---------------- ---------------

Operating expenses
        Selling, general and administrative       2,845           2,452            5,680           4,766
        Depreciation and amortization               554             496            1,100             940
                                            --------------- --------------- ---------------- ---------------
           Total operating expenses               3,399           2,948            6,780           5,706
                                            --------------- --------------- ---------------- ---------------
Loss from operations                             (2,030)         (1,940)          (4,161)         (3,856)
                                            --------------- --------------- ---------------- ---------------

Other (expense):
        Minority interest in earnings               (58)            (66)            (130)           (119)
        Interest expense, net                    (1,207)           (803)          (2,446)         (1,408)
        Other                                       (16)            -                (25)            -
                                            --------------- --------------- ---------------- ---------------

Net loss before extraordinary item               (3,311)         (2,809)          (6,762)         (5,383)
Extraordinary loss on early
  extinguishment of debt                            -               -                -              (195)
                                            --------------- --------------- ---------------- ---------------

Net loss                                      $  (3,311)         (2,809)       $  (6,762)      $  (5,578)
Series B preferred stock dividend                  -               -                -                (18)
Redeemable preferred stock
  dividend and accretion                           (209)           (170)            (323)           (249)
                                            --------------- --------------- ---------------- ---------------

Loss applicable to common shareholders        $  (3,520)      $  (2,979)       $  (7,085)      $  (5,845)
                                            =============== =============== ================ ===============
</TABLE>

See accompanying  condensed notes to unaudited interim consolidated
financial statements.


                                       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 Six Months Ended
                                              --------------------------       ------------------------
                                                June 30         June 30         June 30         June 30
                                                 2000             1999           2000             1999
                                                 ----             ----           ----             ----

<S>                                         <C>             <C>             <C>              <C>
Basic and diluted loss per share of
  Common Stock:
Loss applicable to common
  shareholders before extraordinary item      $    (0.07)     $    (0.07)      $    (0.14)     $    (0.14)
Extraordinary item from early
  extinguishment of debt                            -               -                -              (0.00)
                                            --------------- --------------- ---------------- ---------------
Loss applicable to common shareholders        $    (0.07)     $    (0.07)      $    (0.14)     $    (0.14)
                                            =============== =============== ================ ===============

Basic and diluted weighted
  average shares outstanding                   52,547,217      44,268,397       50,496,525      42,004,759
                                            =============== =============== ================ ===============
</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 Cash Flows
                             (amounts in thousands)
                                                                            For the six months ended
                                                                            ------------------------
                                                                          June 30,            June 30,
                                                                            2000                1999
                                                                       ---------------     ---------------

<S>                                                                       <C>                 <C>
Cash flows from operating activities:
     Net loss                                                             $ (6,762)           $ (5,578)
     Adjustments to reconcile net loss to net cash used in
        operating activities:
             Minority interest                                                 130                 119
             Depreciation and amortization                                   1,100                 940
             Loss on extinguishment of debt                                     -                   95
             Amortization of debt discount                                     813                 851
             Amortization of debt issuance costs                               159                  67
             Options and common stock issued for services                      217                  -
             Change in operating assets and liabilities:
                  Increase in accounts receivable
                      and other receivables                                   (323)               (324)
                  Increase in inventory                                        (61)                (59)
                  Increase in deposits and prepaids                           (219)                (83)
                  Increase in unearned revenues                                387                 274
                  Increase (decrease) in accounts payable and                  922              (1,357)
                  accrued liabilities
                  Increase in other current liabilities                        755                   4
                                                                       ---------------     ---------------
Net cash used in operating activities                                       (2,882)             (5,051)
                                                                       ---------------     ---------------

Cash flows from investing activities:
     Purchase of license options                                              (108)               (114)
     Purchases of property and equipment                                      (434)             (2,505)
     Change in other assets                                                    (71)                 -
                                                                       ---------------     ---------------
Net cash used in investing activities                                         (613)             (2,619)
                                                                       ---------------     ---------------

Cash flows from financing activities:
     Increase in debt issuance costs                                           (24)             (1,074)
     Exercise of stock options                                                 491                  -
     Distribution of minority interests                                       (182)                (41)
     Payments of long-term debt                                             (1,911)             (4,067)
     Proceeds from issuance of long-term debt                                  404              13,500
                                                                       ---------------     ---------------
Net cash (used in) provided by financing activities                         (1,222)              8,318
                                                                       ---------------     ---------------

Net increase (decrease) in cash                                             (4,717)                648
Cash at beginning of period                                                  5,603                 579
                                                                       ---------------     ---------------

Cash at end of period                                                     $    886            $  1,227
                                                                       ===============     ===============
</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
                                  June 30, 2000

NOTE 1 - BASIS OF PRESENTATION

The interim financial  statements for the three and six month periods ended June
30, 2000 and June 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 six month  periods ended June 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 entered into an Asset Acquisition Agreement ("American  Agreement")
with American Wireless Network, Inc. ("American") where the Company will acquire
16 900 Mhz wide-area licenses, comprised of ten, twenty and thirty Mhz channels,
in  seven  Metropolitan  Trading  Areas  ("MTA's").   Also  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 six months  ended June 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    Six months ended
                                                  June 30, 1999        June 30, 1999
                                                  -------------        -------------

<S>                                                 <C>                 <C>
Average shares outstanding as previously reported   54,098,532          52,798,790
Loss applicable to common shareholders as
  previously reported                                   $(0.06)             $(0.11)
Average shares outstanding as restated              44,268,397          42,004,759
Loss applicable to common shareholders as restated      $(0.07)             $(0.14)
</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 six months ended June
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 $34.3  million,  $7.3  million and $18.1  million,  respectively,  that raise
substantial  doubt about the Company's  ability to continue as a going  concern.
Management's  plans in regard to these matters are in Note 10. The  consolidated
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.


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 taken 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 approximately $1.35
million were to commence June 30, 2000. On June 30, 2000, GATX agreed to refrain
from exercising remedies under the loan facility until July 28, 2000 as a result
of failure by the Company to make  principal  and interest  payments due on June
30, 2000. On July 27, 2000,  GATX agreed to continue to refrain from  exercising
remedies  under  the loan  facility  until  August  15,  2000 as a result of the
Company's  inability to make  principal  and  interest  payments due on June 30,
2000.




                                       8
<PAGE>

Warrants to purchase up to 1,822,500  shares of the Company's Common Stock at an
exercise  price of $0.39  per  share  were  also  issued  to the  Lender  ("GATX
Warrants"). The loan is secured by substantially all the assets of the Company.

On June 10, 1999,  the Company  entered  into an Amendment to the GATX  Facility
("Amendment").  The Amendment,  among other things,  delayed  certain  financial
covenants,  extended the option period to make available  funds from 120 days to
150 days and amended the collateral value to loan ratio from 2 to 1 to 1.5 to 1.
The Company also restated the exercise  price of the GATX Warrants from $0.39 to
$0.01 per share of the Company's Common Stock. In connection with the Amendment,
the Company  has  recognized  a debt  discount  related to the GATX  Warrants of
$608,350,  which  represents  the  intrinsic  value,  which  is  not  materially
different  from  the  fair  value,  of the  GATX  Warrants  on the  date  of the
Amendment.  This  discount  is being  amortized  to interest  expense  using the
effective interest method over the life of the loan.

The  Company  has  certain  financial  covenants  related to the GATX  Facility,
consisting of total  indebtedness  to tangible net worth ratio,  current  ratio,
average EBITDA for commercialized markets and adjusted tangible net worth. As of
June 30, 2000 the Company was not in compliance.

NOTE 6 - EQUITY TRANSACTIONS

During the second  quarter of 2000,  23,750  shares of common  stock were issued
through the exercise of employee  stock options with option prices between $0.50
and $0.51 per share.  Additional  equity  transactions are discussed in Note 7 -
Non Cash Activities.


NOTE 7 - NON CASH ACTIVITIES

During the six  months  ended  June 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  and (5) issuance of $328,000 in debt to  refinance  existing  debt and
accounts payable.

During the six  months  ended  June 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  and (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.

During the three and six months  ended June 30, 2000 and 1999,  the Company paid
no cash for Federal  income  taxes.  For the six months  ended June 30, 2000 and
1999, the Company paid  approximately  $1.5 million and $174,000,  respectively,
for interest.


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


                                       9
<PAGE>

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 six months ended June 30, 2000 and 1999, the Company paid $52,740 and
$878,573,  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  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 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.

In order to facilitate the Nextel  transaction,  the Company expects to reach an
agreement  with GATX to amend the GATX  Facility.  The Company has 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 reasonably 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 $27
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.





                                       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 six
months ended June 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 second quarter were $2.0 million compared to $1.5 million
for the same period in 1999, an increase of $0.5 million or 33.3%.  Year-to-date
revenues for 2000 and 1999 were $3.7 million and $2.8 million,  respectively, an
increase of $0.9 million or 32.1%.  Service  revenues  increased to $1.7 million
compared to $1.2  million,  an increase of $0.5 million or 41.7% for the quarter
ended  June 30,  2000  compared  to the same  period in 1999.  For the six month
period ended June 30, 2000,  service revenues were $3.3 million,  an increase of
$1.0 million or 43.5% when compared to service  revenues of $2.3 million for the
same period in 1999.  Equipment sales and  maintenance  revenue was down for the
second  quarter of 2000 to $232,000  compared to $301,000 in 1999, a decrease of
$69,000  or  22.9%.  For the first six  months of 2000 as  compared  to the same
period in 1999,  equipment  sales and  maintenance  revenue was down $116,000 or
21.7% to $419,000 from $535,000.

Consistent  with the Company's  business plan to focus on recurring  revenues by
selling its services through independent dealers  supplemented by its own direct
sales force, subscribers generating revenue increased to over 47,000 units as of
June 30, 2000 as compared to approximately  34,000  subscriber units at June 30,
1999,  an increase  of  approximately  13,000  units or 38.2%.  The  increase is
primarily  due  to  full-scale   implementation   of  service  in  new  markets,
implementation  of a direct  sales  force,  and  continued  growth  in  existing
markets.  Average  pricing per subscriber unit remained  comparable  during both
periods.

Cost of service  revenue for the three  months  ended June 30, 2000 was $482,000
compared  to $330,000  for the same  period in 1999,  an increase of $152,000 or
46.1%. For the six months ended June 30, 2000, the cost of service was $892,000,
an increase of $279,000 or 45.5% when  compared to the same period in 1999.  The
increase is  primarily  attributable  to  additional  commercial  markets  being
operational  during the first six 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 $106,000 and  $224,000,  respectively,  for the three and six months
ended June 30, 2000 compared to $185,000 and $322,000, respectively for the same
periods in 1999.

Gross  margin for the three  months ended June 30, 2000 was 70.0% as compared to
66.2% for same period in 1999. For the six month periods ended June 30, 2000 and
1999, the gross margins were 70.1% and 66.4%,  respectively.  The improvement in
margins for 2000  primarily  reflect  period over  period  subscriber  growth in
markets established during the first quarter of 1999.




                                       11
<PAGE>

Selling,  general and administrative  expenses increased to $2.8 million for the
three months ended June 30, 2000 compared to $2.5 million for the same period in
1999,  an increase of $300,000 or 12.0%.  For the six months ended June 30, 2000
these expenses were $5.7 million  compared to $4.8 million in the prior year, an
increase  of $0.9  million or 18.8%.  Salaries,  wages and  benefits  expense (a
component of selling,  general and  administrative  expenses)  increased to $1.2
million for the three months  ended June 30, 2000,  compared to $1.0 million for
the three months ended June 30, 1999, an increase of $0.2 million or 20.0%.  For
the six months  ended June 30,  2000,  salaries,  wages and  benefits  were $2.3
million  compared to $1.9  million  for the same period in 1999,  an increase of
$0.4 million or 21.1%.  Much of this increase is related to personnel  additions
in  operational  areas and direct sales,  made in connection  with the Company's
transition from aggregating SMR spectrum to constructing,  marketing and rolling
out  commercial  SMR service.  Excluding  salaries,  wages and  benefits,  other
selling,  general and administrative  expenses increased to $1.6 million for the
quarter  ended June 30, 2000  compared to $1.5  million for the same  quarter in
1999,  an increase of $0.1  million or 6.7%.  For the six months ended June 30,
2000, these same expenses increased to $3.4 million compared to $2.9 million for
the same period in 1999,  an increase of $0.5  million or 20.7%  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 $554,000 and $1.1 million
respectively  for the three and six  months  ended  June 30,  2000  compared  to
$496,000 and  $940,000,  for the three and six months  ended June 30, 1999.  The
increase of $58,000 or 11.7% for the three  months  period and $160,000 or 17.0%
for the six  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 $404,000 or 50.3%, to $1.2
million for the second  quarter of 2000 as  compared  to  $803,000  for the same
period in 1999.  For the six  month  period  ended  June 30,  2000 net  interest
expense was $2.5  million  compared to $1.4 million for the same period in 1999,
an increase of $1.1 million or 78.6%.  These  increases  reflect the higher debt
balances associated with the GATX Facility.

During the six months ended June 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 $3.3 million for the three months ended June
30, 2000  compared to $2.8  million for the same period in 1999,  an increase of
$500,000 or 17.9%. For the six months ended June 30, 2000, the net loss was $6.8
million  compared to $5.6  million  for the same  period in the prior  year,  an
increase of $1.2 million or 21.4%. The 1999 net loss before  extraordinary item,
which related to the  extinguishment  of debt,  was $5.4 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 June 30, 2000 and 1999 was $0.07.  For
the six month  periods  ended  June 30,  2000 and  1999,  the loss per share was
$0.14.  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 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


                                       12
<PAGE>

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 six months of 2000 was
$2.9  million as compared to $5.1 million for the  comparable  period in 1999, a
decrease of $2.2  million or 43.1%.  The  decrease in net cash used in operating
activities  consisted  primarily of a $2.3 million increase accounts payable and
accrued  liabilities and $0.8 million in additional  current  liabilities during
the  first  six  months of 2000 as  compared  to the  first six  months of 1999,
partially offset by an increased loss of $1.2 million in 2000.

Net cash used in investing activities decreased to $613,000 during the first six
months of 2000 as  compared  to $2.6  million  for the first six months of 1999.
Capital expenditures to fund the Company's expansion of its SMR network declined
by $2.1 million when  comparing  the first six months of 1999 to 2000.  This was
primarily a result of the heavy capital expenditures to build SMR infrastructure
in 1999.

Net cash used in financing  activities was $1.2 million for the six months ended
June 30,  2000,  as compared to $8.3  million in net cash  provided by financing
activities  for the six months ended June 30, 1999.  The 1999 activity  includes
the drawdown of $13.5 million on the GATX  Facility  compared to $0.4 million in
2000 as well as a $2.2  million  decrease in debt  payments in 2000  compared to
1999 and $1.1 million in debt costs in 1999 related to GATX.

As a result of the planned  transaction  with  Nextel,  the Company  anticipates
making significant  changes in its business plan, whereby business activities of
the Company  will be scaled back and the direct  sales  force  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
regard to  revenues.  During the  pendency of this  transaction,  Nextel,  or an
agreed upon third party,  will be providing the Company with interim  funding to
meet all current obligations through the closing of the transaction.


ITEM 2A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of June 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

Nationwide Digital Data Corp. and Metropolitan Communications Corp. among others
(collectively,  "NDD/Metropolitan"),  traded in the  selling of SMR  application
preparation and filing services, and in some instances, construction services to
the general  public.  Most of the purchasers in these services had minimal or no
experience  in the  wireless  communications  industry.  Based on evidence  that
NDD/Metropolitan had not fulfilled their construction and operation  obligations
to over 4,000 applicants who had received FCC licenses through NDD/Metropolitan,
the Federal  Trade  Commission  ("FTC") filed suit against  NDD/Metropolitan  in
January,  1993, in the Federal  District Court for the Southern  District of New
York ("District  Court").  The District Court  appointed  Daniel R. Goodman (the
"Receiver")  to preserve  the assets of  NDD/Metropolitan.  In the course of the
Receiver's  duties,  he  together  with a licensee,  Dr.  Robert  Chan,  who had
received several FCC licenses through NDD/Metropolitan's  services, filed a rule
waiver  request  seeking  extension  of the  construction  period  for  each  of
approximately  4,000  SMR  stations.  At  that  time,  licensees  of most of the
stations included in the waiver request  ("Receivership  Stations") were subject
to an  eight-month  construction  period.  On May 24, 1995,  the FCC granted the
request for  extension.  The FCC reasoned  that the  Receivership  Stations were
subject to regulation as commercial mobile radio services stations,  but had not
been granted the extended  construction  period previously awarded by the FCC to
all  commercial  mobile  radio  services  licensees.  Thus,  in an  effort to be
consistent in its treatment of similarly situated licensees, the FCC granted the
licensee  petitioners an additional  four months in which to construct and place
the  Receivership  Stations  in  operation  (the  "Goodman/Chan   Waiver").  The
Goodman/Chan Waiver became effective upon publication in the Federal Register on
August  27,  1998.  Moreover,  the FCC  released a list on October 9, 1998 which
purported to clarify the status of relief  eligibility  for licenses  subject to
the August 27, 1998  decision.  Subsequently  the FCC also  released a purported
final list of the Receivership Stations.

On the  basis of a  previous  request  for  assistance  to the  FCC's  Licensing
Division by the  Company,  the FCC  examined  and marked a list  provided by the
Company.  The FCC's  markup  indicated  those  stations  held by the  Company or
subject to  management  and option  agreements  with the Company,  which the FCC
considered to be, at that time, Receivership Stations and/or stations considered
"similarly  situated" and thus eligible for an extension of construction waiver.
From this  communication,  the Company  believes that  approximately  800 of the
licenses that it owns or manages are Receivership Stations or otherwise entitled
to relief as "similarly situated" licensees.  For its own licenses and under the
direction of each  licensee for managed  stations,  the Company  proceeded  with
timely  construction of those stations which the Company reasonably  believes to
be Receivership  Stations or otherwise  entitled to relief. The Company received
relief on approximately 150 licenses under the Goodman/Chan proceedings and from
the official communication from the FCC, the Company believes that approximately
650 licenses  should be eligible  for relief as  "similarly  situated".  Initial
review of the Commission's  Goodman/Chan Order indicated a potentially favorable
outcome  for the  Company as it  pointed to a grant of relief for a  significant
number of the Company's owned and/or managed  licenses which were subject to the
outcome of the Goodman/Chan decision. However, on October 9, 1998 a release from
the  offices  of  the  Commercial   Wireless  Division  of  the  FCC's  Wireless
Telecommunication  Bureau  announced that because of a technicality  relating to
the actual filing dates of the construction  deadline waiver requests by certain
of the subject  licensees,  some licenses which the FCC staff earlier had stated
would be eligible for  construction  extension  waivers due to the similarity of
circumstances between those licensees and the Goodman/Chan licensees,  would not
actually be granted final construction  waivers. The Commission has subsequently
begun a process of deleting  certain of the Company's  licenses in this category
from its  official  licensing  database.  Prior to the release of the October 9,
1998, Public Notice,  the Company  constructed and placed into operation certain
licenses from this category based on  information  received from the FCC and the
Receiver.  The Company is in the process of  determining  which licenses have in
fact been deleted;  however,  due to the continuing  disparity between the FCC's
lists  and its  subsequent  treatment  of  such  lists  as  well  as  continuing
modification  of the FCC's  license  database,  the Company is  uncertain  as to
which, if any, will remain deleted under the FCC's current procedures.



                                       14
<PAGE>

In response, on November 9, 1998, Chadmoore filed a Petition for Reconsideration
at the FCC seeking reversal of the action  announced in the Commercial  Wireless
Division Public Notice.  The Company asked that the relief be reinstated for its
impacted licenses.  Moreover,  on February 1, 1999, the Company,  in conjunction
with other aggrieved  parties,  filed a petition with the United States Court of
Appeals  for the  District  of Columbia  Circuit  seeking  reversal of the FCC's
decision  and a remand of the  decision  to the FCC with  instructions  from the
court to reinstate  the  licenses  for which  relief had been  denied.  Argument
before the court was held on May 4, 1999.  The petitions of the Receiver and all
"similarly  situated"  parties  were  consolidated  into a single  briefing  and
argument  before  the court.  In an  opinion  issued  July 15,  1999,  the court
dismissed all the petitions filed by the Goodman/Chan licensees. The court noted
in its opinion that the receiver did not have  standing to seek relief on behalf
of the licensees and the  similarly  situated  parties had filed their appeal at
the FCC in an untimely manner.  Thus,  rather than hearing the merits underlying
the case, the judges dismissed the petitions on procedural grounds.

The dismissal of the Petitions, while a problem for the other parties before the
court,  appears not to be a bar to the Company's  efforts to seek relief in this
instance,  but simply  requires that the Company await the FCC's final action in
this matter. In reviewing the Court's opinion, the Company's Management believes
that the court has left open the possibility of a rehearing on the merits should
the FCC fail to ultimately  grant relief to the Company.  Thus, as Chadmoore was
the only  party  before  the  court  which had  timely  filed  such a  petition,
Management  believes  the  potential  for a  rehearing  on the  merits  would be
applicable  only to  Chadmoore  should  the FCC  not act  affirmatively  in this
matter.

On November  9, 1999 the FCC's  Commercial  Wireless  Division  Chief  entered a
decision  denying  Chadmoore's  Petition for  Reconsideration.  This staff level
opinion is not binding upon the Commission, and the Company has a legal right to
seek an internal FCC review through application to the Commission, as well as an
ultimate  right to seek  redress in the United  States  Court of Appeals for the
District of Columbia Circuit.  Thus, on December 9, 1999 the Company filed, with
the full  commission,  an  application  for review of the staff  decision.  This
application remains pending at the Commission,  and the Company has been seeking
assistance  from  decision  makers  in  Washington  D.C.  in an effort to obtain
affirmative relief. However, should such efforts not prove fruitful,  Management
believes  the way is clear for a hearing on the merits of the case in the United
States  Court of  Appeals  for the  District  of  Columbia  Circuit.  Due to the
uncertainty surrounding both the FCC's administrative process in managing review
of this matter and the docket calendar of the court, it is not possible, at this
time, for Management to predict,  with any reasonable  level of  reliability,  a
timetable  for  when  action  on  these  pending   matters  will  be  concluded.
Approximately 650 of those licenses  purchased by or under option and management
agreements  with the Company are among those which the FCC initially has refused
to afford relief pursuant to the Commercial Wireless Division's October 9, 1998,
Public  Notice.  Thus,  it is  reasonably  possible  (as  defined  by  Financial
Accounting Standard Board No.5) that the Company's owned and/or managed licenses
which are  encompassed  within the denial of relief  pursuant  to the October 9,
1998  Public  Notice,  could be  permanently  canceled by the FCC for failure to
comply  with  its  construction  requirements.  If  these  licenses  are in fact
cancelled by the FCC, it would result in the loss of licenses  with a book value
of approximately $6,200,000 and the loss of certain subscribers to the Company's
services,  which  could  result in a material  adverse  effect on the  Company's
financial  condition,  results of  operations  and liquidity and could result in
possible  fines and/or  forfeitures  levied by the FCC. The Company has prepared
these  estimates  based on the best  information  available  at the time of this
filing. Once again, there has been no comprehensive list published by the FCC in
this matter which the Company feels it may rely upon. Therefore, the Company has
pursued the  above-described  litigation  to clarify this  matter.  Based on the
preceding, no provision has been made in the accompanying consolidated financial
statements.

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.



                                       15
<PAGE>

ITEM 5.  OTHER INFORMATION

On August 21,  2000,  the  Company  announced  that it had  signed a  definitive
agreement with Nextel  Communications,  Inc.  ("Nextel") under which Nextel will
acquire, in a tax-free  reorganization,  substantially all of the assets used by
the  Company in its  wireless  business.  The  purchase  price for the assets is
expected  to be  approximately  $160,000,000  worth of shares  of Nextel  stock,
subject to certain closing adjustments and limitations.  The Company will retain
all  assets  not  directly  used  in the  operation  of its  wireless  business,
including cash, cash equivalents,  accounts receivable,  inventory,  testing and
other  equipment,  as well as certain 450  megahertz  licenses and real property
located  in  Memphis,  Tennessee.  The  Company  will  also  retain  all  of its
liabilities  other than  post-closing  obligations under certain site leases and
system  contracts  being  acquired by Nextel in the  transaction.  Following the
completion  of the  sale of  assets,  the  Company's  remaining  assets  will be
liquidated,  the  Company's  remaining  liabilities  will be  paid or  otherwise
provided for, and the Company will be dissolved.

The  closing of the asset sale is subject to a number of  conditions,  including
approval of the Company's  shareholders,  approval by the Federal Communications
Commission,  approval under the Hard-Scott-Rodino Antitrust Improvements Act and
other standard closing conditions. The closing conditions.    The closing of the
sale of assets is expected to occur in the first quarter of 2001.


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


EXHIBIT
NUMBER   EXHIBIT


10.1      Employment  Agreement  between  the  Company  and  Stephen K.  Radusch
          effective as of April 1, 2000. (Filed herewith)

10.2      Amended  and  Restated  Employment  Agreement  between the Company and
          Robert W. Moore effective July 1, 2000. (Filed herewith)

10.3      Amended and Restated Employment Agreement between the Company and Rick
          D. Rhodes effective July 1, 2000. (Filed herewith)

10.4      Amended  and  Restated  Employment  Agreement  between the Company and
          Vincent F. Hedrick effective July 1, 2000. ( Filed herewith)

10.5      Amended  and  Restated  Employment  Agreement  between the Company and
          Stephen K. Radusch effective July 1, 2000. (Filed herewith)

10.6      Agreement and Plan of Reorganization by and among the Company,  Nextel
          Communications,  Inc.,  and Nextel  Finance  Company  dated August 21,
          2000. (Filed herewith)

27.1      Financial Data Schedule. (Filed herewith)



                                       16
<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: August 21, 2000



























                                       17