UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
6-20999
SEC File Number
Not Applicable
CUSIP Number
[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended...............................................December 31, 2002
-----------------
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended.............................................
[ Read Instruction (on back page) Before Preparing Form. Please Print or Type ]
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION
HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: Not Applicable
- --------------------------------------------------------------------------------
PART I -- REGISTRANT INFORMATION
Chadmoore Wireless Group, Inc.
- --------------------------------------------------------------------------------
Full Name of Registrant
- --------------------------------------------------------------------------------
Former Name if Applicable
2458 East Russell Road, Suite B
- --------------------------------------------------------------------------------
Addresses of Principal Executive Office
Las Vegas, NV 89120
- --------------------------------------------------------------------------------
City, State and Zip Code
PART II -- RULES 12B-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable
effort or expense;
[X] (b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, 11-K or Form
N-SAR, or portion thereof, will be filed on or before the
fifteenth calendar day following the prescribed due date; or
the subject quarterly report of transition report on Form
10-Q, or portion thereof will be filed on or before the
fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
2
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 10-KSB, 20-F, 11-K,
10-Q, N-SAR or the transition report or portion thereof, could not be filed in
the prescribed time period.
On January 28, 2002, the shareholders of Chadmoore Wireless Group, Inc., a
dissolved Colorado corporation - 2002 ("Chadmoore"), approved the dissolution of
Chadmoore and a plan of liquidation. Management has determined that Chadmoore's
financial statements for periods commencing on that date should be presented on
a liquidation basis. On October 18, 2002, Chadmoore engaged McGladery & Pullen,
LLP as its independent auditors for the fiscal year ended December 31, 2002. The
delay in filing the Form 10KSB Report is due to the additional time required for
Chadmoore to present its financial statements accurately for the period
commencing January 29, 2002 on a liquidation basis and for McGladery to complete
its audit of such financial statements. Chadmoore expects that the Form 10-KSB
Report will be filed by April 15, 2003.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Stephen K. Radusch 702 740-5633
----------------------------- --------- -----------------
(Name) Area Code Telephone Number
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been
filed? If the answer is no, identify report(s). Yes [ ] No [X ]
The Company's 10QSB for September 2002 was filed with the Security and
Exchange Commission on March 31, 2003. The Company has not filed its
Form 10KSB for the year ended December 31, 2002, but has filed Form
12B-25 seeking relief from the March 31, 2003 deadline.
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof?
Yes [X] No [ ]
If so, attach an explanation of the anticipated change, both
narratively and quantatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
3
On January 28, 2002, the shareholders of the Chadmoore approved the
dissolution of Chadmoore and a plan of liquidation. On February 8,
2002, Chadmoore sold substantially all of its assets to Nextel
Communications, Inc. for $130 million in cash. Chadmoore has been
operating under its plan of liquidation and will present its financials
for the period commencing January 29, 2002 through December 31, 2002 on
a liquidation basis. Accordingly, results of operations presented on a
liquidation basis of accounting will not be comparable to the results
from the prior year, which were presented on a going concern basis.
Chadmoore Wireless Group, Inc., a dissolved Colorado corporation, 2002
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 31, 2003 By: /s/ STEPHEN K. RADUSCH
---------------------------- --------------------------------------
Name: Stephen K. Radusch
Title: Chief Financial and Accounting
Officer
4