U. S. Securities And Exchange Commission

                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)
[ X ]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 for the Fiscal Year Ended December 31, 1999.

[   ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934 for the transition period from _____ to _____.


                             ANTENNAS AMERICA, INC.
              ----------------------------------------------------
              (Exact name of small business issuer in its charter)

               Utah                                      87-0454148
   -------------------------------                   ------------------
   (State or other jurisdiction of                    (I.R.S. Employer
    incorporation or organization)                   Identification No.)

            4860 Robb Street, Suite 101, Wheat Ridge, Colorado 80033
            --------------------------------------------------------
                    (Address of principal executive offices)

                                 (303) 421-4063
                           ---------------------------
                           (Issuer's telephone number)

      Securities registered pursuant to Section 12(b) of the Exchange Act:

                                     (None)

      Securities registered pursuant to Section 12(b) of the Exchange Act:
                          $.0005 par value common stock

Check  whether  the issuer  (1) has filed all  reports  required  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 _____


Check  here if  disclosure  of  delinquent  filers  in  response  to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. _X_

Issuer's revenues for its most recent fiscal year: $4,567,531

As of March 20,  2000,  the  aggregate  market value of the voting stock held by
non-affiliates of the issuer was approximately $176,270,316. This calculation is
based upon the  average  of the  closing  bid price of $2.6875  and ask price of
$2.71875 of the stock on March 20, 2000.  Without asserting that any director or
executive  officer  of the  issuer,  or the  beneficial  owner of more than five
percent of the issuer's common stock, is an affiliate,  the shares of which they
are the beneficial  owners have been deemed to be owned by affiliates solely for
this calculation.

The  number  of  shares  of the  Registrant's  $.0005  par  value  common  stock
outstanding as of March 20, 2000 was 97,398,467.


<PAGE>


                                     PART 1

Item 1.  Business

         Business Development.  We were organized under the laws of the State of
Utah on September 30, 1987 for the purpose of acquiring one or more  businesses.
Our  prior  name  was  Westflag   Corporation,   which  was  formerly  Westcliff
Corporation.  In January  1989,  we  completed  our initial  public  offering of
10,544,650  units at $.04 per unit,  resulting in net proceeds of  approximately
$363,000.  (The number of units and price per unit have been adjusted to reflect
our one-for-four  reverse split in April 1989). Each unit consisted of one share
of common  stock,  one Class A Warrant and one Class B Warrant.  All the Class A
and Class B Warrants  expired  without  exercise and no longer  exist.  In April
1989, we effected a  one-for-four  reverse  split so that each four  outstanding
shares of common  stock  prior to the reverse  split  became one share after the
reverse split. Unless otherwise indicated,  all references in this Annual Report
to the number of shares of our common stock have been adjusted for the effect of
the 1989 one-for-four reverse split.

         On April 12, 1989,  we merged with Antennas  America,  Inc., a Colorado
corporation,  that had been formed in September  1988 and that had  developed an
antenna design  technique that would permit the building of flat (as compared to
parabolic) antenna systems.  Pursuant to the merger,  Antennas America, Inc. was
merged into us, all the issued and outstanding stock of Antennas  America,  Inc.
was  converted  into  41,951,846  of our  shares,  and our name was  changed  to
Antennas America, Inc.

         Business  Of  The  Company.  We  design,  develop,  market  and  sell a
diversified  line  of  antennas  and  related  wireless  communication  systems,
including conformal and phased array antennas.

Principal Products

                               Conformal Antennas

         A  conformal  antenna is one that is  constructed  so that it  conforms
technically and physically to its product  environment.  We first introduced and
patented  the  disguised  decal  antenna.  This  product,   introduced  in  1989
originally only for conventional  automobile  cellular phones, is an alternative
to the  conventional  wire type  antenna  and has been  expanded  to be used for
numerous mobile  applications,  including  Cellular,  UHF, VHF, ETACS, GSM, PCS,
SMR, Passive Repeaters and GPS. The antenna is approximately 3 1/2" x 3 1/2" and
typically  installs  on the inside of the  vehicle so that it is not  detectable
from the outside of the vehicle.

         Several derivative  products of this antenna design have been developed
for special  applications and OEM (original equipment  manufacturer)  customers,
and we intend to use our experience in these  applications for the new Bluetooth
wireless technology.  The Bluetooth wireless technology is setting standards for
short range connectivity  between computers and their accessories.  For the year
ended  December  31,  1999,  the  patented  decal  antenna  and other  conformal
derivatives of the decal antenna  accounted for  approximately 28 percent of our
sales.

                                  GPS Antennas

         We have developed a proprietary, flat GPS system that integrates with a
GPS receiver. GPS receivers communicate with several  globe-circling  satellites
that will  identify  longitude  and latitude  coordinates  of a location.  These
satellite  systems have been used for years by the military and more recently in
boats and planes,  for  surveying  purposes,  and by hikers.  Accurate to within
approximately 100 yards,  there are several types of GPS systems,  some of which
are the  size of a  cellular  phone  and are  very  easy to use.  We  anticipate
marketing  our GPS antenna  products  on an OEM basis for the  purposes of fleet
management and in-vehicle mapping systems.

                                       2
<PAGE>

         Building on our vehicular and GPS antenna experience, we also developed
a  proprietary,   patented,  amplified  GPS/Cellular  combination  antenna  that
integrates  with a GPS receiver.  We currently are selling this product to fleet
and asset management  companies on a worldwide  basis.  Conventional GPS antenna
systems are mounted on the  exterior of a vehicle or other asset.  However,  our
new product  can be mounted on the  interior of an  automobile  or truck,  which
protects the antenna from weather, theft and vandalism.

                                   F Antennas

         In February 1999, we announced the introduction of a new antenna system
designed to provide  wireless  access to the  internet and other data for laptop
computers.  Utilizing our experience in designing conformal antenna systems, our
new F800 and F900 antennas are powerful yet flexible  antenna  systems which can
be  installed  directly on the computer  and are  connected to a wireless  modem
inserted in the computer's PCMCIA slot. The main design parameter of the antenna
is its  flexibility,  creating an antenna that will function in several wireless
applications or installations without requiring  modification of the fundamental
design of the  antenna.  We will  market  the new F800 and F900  series  antenna
systems along with our existing commercial wireless channels to existing and new
OEM customers.

                      Flat Panel and Phased Array Antennas

         Our flat  panel  and  phased  array  antennas  are flat  antennas  that
typically  incorporate  a  group  of  constituent  antennas,  all of  which  are
equidistant  from the center point.  These types of antennas are used to receive
and/or  transmit  data,   voice  and,  in  some  cases,   video  from  microwave
transmitters  or satellites.  We currently are  developing  and selling  various
versions of these  antennas to private,  commercial and  governmental  entities,
including the  previously  announced  flat panel antenna for broadband  wireless
Multipoint Distribution Services, Spread Spectrum and other applications under a
joint development agreement with TSI-USA. Other projects for this type of design
technology are (1) the off-air antennas for local television and (2) the 2.4 GHz
spread spectrum wireless communications antennas.

         Off-Air  Antennas For Local Reception With Satellite And Other TV. Home
satellite  television systems have become extremely popular and affordable.  The
single  biggest  drawback to the 18" home TV  satellite  system was that,  until
recently,  viewers could not  receive  local TV  broadcasts  from the  satellite
system.  In order to  receive  free local TV  broadcasts,  viewers  resorted  to
installing  outdated receive equipment which typically included "rabbit ears" or
the  conventional  "yagi"  roofmount  antenna.  Our two flat  conformal  antenna
systems provide local TV reception where digital satellite systems are utilized.
These antennas  combine our conformal and phased array  technology.  New federal
law allows viewers to receive local TV broadcasts from satellite  systems,  even
if those local broadcasts  would be received using a VHF/UHF antenna.  We do not
believe that this new law will have a near-term  negative  impact on our antenna
business because the satellite  systems are concentrating on the top  20 markets
leaving a large market for our products, because the satellite  systems will not
carry all local  channels in all markets,  and because of the fees the satellite
systems charge for local channels.

         Our  FREEDOM(TM)  Antenna  System is a flat  VHF/UHF  TV  antenna  that
provides  local TV reception and attaches to the back of the  satellite  dish so
that it is virtually invisible when installed. Designed to be inconspicuous, the
FREEDOM(TM)  Antenna is an economical  solution to the issue of local TV program
reception with the popular 18" dishes.

                                       3
<PAGE>

         The WALLDO(TM)  Antenna System is a flat VHF/UHF TV antenna,  measuring
15 1/2"x 13" x 2", which  attaches to the house or other  structure and provides
local TV  reception.  This antenna is designed so that it conceals the fact that
an outdoor antenna has been  installed.  Both the FREEDOM(TM) and the WALLDO(TM)
antennas are  omnidirectional  and work in locations where a medium gain antenna
is  required,  which  is  generally  within  a 25 mile  radius  of the  local TV
station's  transmitters.  Because the WALLDO(TM) antennas can be attached to the
side of the house or to the other  structures,  we market it as the  solution to
the problem of antenna  installations on rooftops where there may be limitations
due to zoning codes,  covenants, or homeowner restrictions or where there is the
need for a more aesthetically pleasing solution.

         New Low Profile Local TV Antennas.  In January 1999, we began producing
and  delivering  three new low profile  antennas to receive local TV broadcasts.
These antennas use a new electromagnetic antenna design to maximize installation
flexibility  and yield longer  range  reception  of off-air  (VHF/UHF)  signals.
Unlike conventional dipole antennas, this new design can receive signals in both
vertical and horizontal planes with minimum cross-polarization loss. This highly
efficient  design  allows  for a low  profile  antenna  solution  that  provides
numerous  installation  options. The antenna has a built-in switchable amplifier
and  can be  painted  to  match  its  environment.  At the  present  time we are
marketing three versions of the new low profile antenna system:  indoor/outdoor,
mid-range outdoor and long-range outdoor.  The indoor/outdoor  product is unique
in that when used  indoors it is  designed  to fit  inconspicuously  in the more
popular home entertainment  systems. The outdoor versions consist of a mid-range
and long-range  outdoor  antenna  system.  We market the new low profile antenna
systems along with our other local TV antennas.

         MMDS  Antennas For Wireless  Cable.  In 1995, we  introduced  three new
phased array antenna systems to the wireless cable market. Known in the industry
as MMDS  (Multichannel,  Multipoint  Distribution  Systems),  these  systems are
direct  competitors  of cable TV and  satellite  TV.  MMDS  (wireless  cable) is
similar  to  conventional  cable  with the  exception  that it uses a  microwave
frequency to transmit the channels for home viewing.  The signals can usually be
received  approximately  30 miles from the  transmitter  by installing a receive
antenna on the subscriber's  home. Using the existing MMDS  infrastructure,  the
wireless  cable  business has  transformed  into a wireless  provider of digital
data,  telephony,  and television  services.  The system uses new electronics to
interface with existing equipment, including antennas, and with commercial cable
modems to provide  reliable,  wireless  high data  throughput.  We currently are
marketing  our  existing  line of MMDS  antennas  and have  entered into a Joint
Development Agreement with TSI-USA to develop an integrated system including our
flat panel  antenna for broadband  wireless  Multipoint  Distribution  Services,
Spread Spectrum and other MMDS high speed internet applications.

                                 Other Antennas

         We are pursuing new business opportunities for the conformal and phased
array  antennas by  continuing  to broaden and adapt our existing  technologies.
Currently, we design or manufacture antennas varying in frequency from 27 MHz to
12 GHz. These antennas all use our flat antenna design to provide  inconspicuous
installation. All of our antennas are designed to be manufactured using existing
design  footprints.  This allows us to better use our  engineering and technical
staff,  suppliers and production  staff.  This also allows us, in some cases, to
use existing tools, dies and radomes for more than one product.


                                       4
<PAGE>


Marketing And Distribution

         We market our  commercial  line of antennas  directly to  distributors,
installers and retailers of antenna accessories.  Current distribution  consists
of several domestic and  international  distributors,  including several hundred
active retail dealers. We also market our diversified proprietary designs to our
existing and potential customers in the commercial, government and retail market
places.  Potential  customers are identified  through trade  advertising,  phone
contacts,  trade shows,  and field  visits.  We provide  individual  catalog and
specification  brochures  describing  existing products.  The same brochures are
utilized to demonstrate our capabilities to develop related products for OEM and
other commercial customers. Our web site, www.antennas.com, includes information
about  our   products   and   background   as  well  as   financial   and  other
shareholder-oriented  information. The web site, among other things, is designed
to encourage  both  existing and  potential  customers to view us as a potential
source for diversified  antenna  solutions.  Inquiries  through the web site are
pursued by our in-house sales  personnel.  To help customers get answers quickly
about  our  products,   we  have   established  a  toll-free   telephone  number
administered by our customer service  personnel from 8:00 a.m. to 5:00 p.m. MST.
All our products are currently made in the United  States,  which we consider to
be a marketing advantage over most of our competitors.  Many of our products are
also   marketed   internationally.   We  currently   have  seven   international
distributors marketing our products in 12 countries.

         In March 1998, we announced that we had agreed with Jasco Products Co.,
Inc.,  based in Oklahoma City,  Oklahoma,  for Jasco to be  responsible  for the
mass-marketing  and distribution of our new local TV antennas to retail accounts
in the United States,  including product literature,  in-store point of purchase
displays, and other related marketing services to these customers.  Jasco serves
as the  exclusive  distributor  of  Dishmate(TM),  Optima(R) and MAX antennas to
consumer  electronics  retail customers in the U.S., Mexico and Central America.
Our  distribution  agreement  with Jasco  expires in  October  2003,  subject to
renewal  for up to two  additional  years.  Effective  January  1,  1999,  Jasco
obtained  through Thomson  Consumer  Electronics the marketing and  distribution
rights to the General Electric, or GE, brand of consumer electronic  accessories
for the United States, Mexico and Central America. In October 1998, we announced
that some of our products,  including the Dishmate(TM),  Optima(R) and MAX local
TV antennas,  would be marketed on a  non-exclusive  basis by Jasco under the GE
name beginning January 1, 1999.

Production

         We  currently  produce  most  of the  customized  items  that we use to
manufacture  our  products   excluding  cable,   connectors  and  other  generic
components.  We anticipate  that this control over the  production  process will
allow us to be more efficient and more  responsive to customers,  will lower the
overall cost of  production,  and will better allow us to take advantage of more
opportunities in the wireless communications market.

Research And Development

         Research and  development  ("R&D") costs are charged to operations when
incurred  and are  included  in  operating  expenses  except  when  specifically
contracted  by our  customers.  Except for  salaries  of  engineering  personnel
involved in R&D, our R&D costs have not been material in 1999 and 1998. We spent
approximately $137,000 on R&D during 1999 and approximately $81,000 during 1998.
Our R&D  personnel  develop  products to meet  specific  customer,  industry and
market  needs  that  we  believe  will  compete   effectively  against  products
distributed by other companies.  Quality assurance programs are implemented into
each  development  and  manufacturing  project,  and we enforce  strict  quality
requirements on components received from other manufacturing facilities.

                                       5
<PAGE>

         Historically,  we have  experienced  delays in the  development  of new
products. For example, delays in the development of certain new products in 1998
subsequently  led to a delay in the  introduction  of those  products  until the
first  quarter  of 1999.  These  delays had an adverse  affect on  revenues  and
earnings for the period.  We cannot  guarantee that our R&D activities will lead
to the successful  introduction of new or improved  products or that we will not
encounter delays or problems in connection therewith. The cost of completing new
technologies to satisfy minimum  specification  requirements  and/or quality and
delivery  expectations  may exceed  original  estimates,  which could  adversely
affect operating results during any financial period.

Employees

         We currently  have 52 full time  employees  including  Randall P. Marx,
Chief Executive Officer and Treasurer,  and Richard L. Anderson,  Vice President
of  Administration  and  Secretary.  Each of these  employees is also one of our
directors.

Competition

         The market for antennas and  receivers is highly  competitive,  and our
current and proposed products compete with products of larger companies that are
better   financed,   have  established   markets,   and  maintain  larger  sales
organizations and production  capabilities.  In marketing our products,  we have
encountered  competition from other companies,  both domestic and international,
which market more conventional  antenna systems.  At the present time our market
share of the overall antenna business is small, but is significantly greater for
the  non-conventional  antenna market.  Our antenna  products are designed to be
unique and in some cases are patented.  Our products normally compete with other
products principally in the areas of price and performance.  However, we believe
that our unique antenna  products work as well as  conventional  products in the
same design class of products,  usually sell for approximately the same price or
less than competing antennas,  are easier to install, and in most cases are more
desirable,  primarily  due to  being  less  conspicuous.  Additionally,  we have
demonstrated  to our customers and  potential  customers  that we are a reliable
source of  manufacturing.  In the fall of 1999,  we  delivered  on average  over
40,000  antennas per month.  We believe that this is a distinct  advantage  over
some of our  competitors.  We currently have a cache of antenna  designs ranging
from small  microstrip  antennas to large phased array designs that includes six
patents with three additional  patents  pending.  We believe that these products
can serve as a starting point to cover most wireless frequencies up to 5.7 GHz.

Government Regulations

         We are subject to government  regulation of our business  operations in
general,  and the  telecommunications  industry also is subject to regulation by
federal,  state and local  regulatory and governmental  agencies.  Under current
laws  and  the  regulations  administered  by the  FCC,  there  are  no  federal
requirements  for  licensing  antennas  that only receive (and do not  transmit)
signals.  We  believe  that our  antennas  that  also  transmit  signals  are in
compliance with current laws and  regulations.  Current laws and regulations are
subject to change and our operations may become subject to additional regulation
by governmental  authorities.  We can be  significantly  impacted by a change in
either statutes or rules.


                                       6
<PAGE>


Patents

         Kevin O. Shoemaker, one of our engineers, is the record owner of a U.S.
patent,  subject to annual  renewal  fees,  valid  through  the year  2007,  for
microstrip antennas and multiple radiator array antennas.  Mr. Shoemaker also is
the record owner of a U.S.  patent for a  serpentine  planar  broadband  antenna
valid  through  the year 2011.  This is the  design  that we use for some of our
conformal antennas, including the vehicular disguised decal antennas and related
products.  In addition,  Mr.  Shoemaker and Randall P. Marx, our Chief Executive
Officer,  are the record owners of patents  relating to the technique and design
of the FREEDOM(TM) and WALLDO(TM)  local TV, VHF/UHF antenna  systems,  a patent
covering the process used to manufacture certain of our flat planar antennas,  a
patent for the conformal  FREEDOM(TM)  antenna for the RCA style  satellite dish
and a patent  covering  creating  antennas from coaxial cable,  which brings the
total  number  of our  patents  to six.  Mr.  Shoemaker  and Mr.  Marx  each has
permanently  assigned  to us all of the  rights in these and all other  products
that have been and will be developed while employed by us. In addition,  we have
filed  provisional  patents  on three new  antenna  products  in the name of Dr.
Mohamed Sanad, our former Principal Consulting Engineer,  pursuant to a contract
with Dr.  Sanad that  entitles us to an  assignment  of these  patents  from Dr.
Sanad. We seek to protect our proprietary  products,  information and technology
through  reliance  on  confidentiality  provisions,  and,  when  practical,  the
application of patent, trademark and copyright laws. We cannot assure that these
applications will result in the issuance of patents, trademarks or copyrights of
our products, information or technology.

Disclosure Regarding Forward-Looking Statements And Cautionary Statements

         Forward-Looking  Statements. This Annual Report on Form 10-KSB includes
"forward-looking statements." All statements other than statements of historical
fact included in this Annual Report, including without limitation under "ITEM 1.
Business-Principal  Products",   "Marketing  and  Distribution",   "Production",
"Research  and  Development",  "Competition",   "Governmental  Regulations"  and
"Patents",  and "ITEM 6.  Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations", regarding our financial position, business
strategy,  plans and  objectives of our  management  for future  operations  and
capital  expenditures,  and other  matters,  other than  historical  facts,  are
forward-looking statements.  Although we believe that the expectations reflected
in  such   forward-looking   statements  and  the  assumptions  upon  which  the
forward-looking  statements are based are  reasonable,  we can give no assurance
that such expectations will prove to have been correct.

         Additional  statements  concerning  important  factors that could cause
actual results to differ  materially from our  expectations are disclosed in the
following  "Cautionary  Statements" section and elsewhere in this Annual Report.
All written and oral  forward-looking  statements  attributable to us or persons
acting on our behalf  subsequent to the date of this Annual Report are expressly
qualified in their entirety by the Cautionary Statements.

         Cautionary  Statements.  In addition to the other information contained
in this Annual Report, the following Cautionary  Statements should be considered
when evaluating the forward-looking statements contained in this Annual Report:

1.   We have a history of losses.  From  inception in September 1987 through the
     fiscal year ended December 31, 1992, and again for the years ended December
     31,  1998 and  1999,  we  incurred  losses  from  operations.  We  operated
     profitably  during each of the fiscal years ended December 31, 1993 through
     1997.  Profits for some of these years were marginal,  and we cannot assure
     that our  operations  in the future will be  profitable.  See the financial
     statements included in Item 13 of this Annual Report on Form 10-KSB.

                                       7
<PAGE>

2.   Our industry  suffers rapid  technological  changes.  We do business in the
     antenna  and  wireless  communications  industries.  These  industries  are
     characterized by rapidly developing technology. Changes in technology could
     affect the market for our products and necessitate additional  improvements
     and  developments to our products.  We cannot predict that our research and
     development  activities will lead to the successful  introduction of new or
     improved products or that we will not encounter delays or problems in these
     areas.   The  cost  of  completing  new  technologies  to  satisfy  minimum
     specification  requirements  and/or quality and delivery  expectations  may
     exceed original  estimates that could adversely  affect  operating  results
     during any financial period.

3.   Protection  of  product  design may be  insufficient  to protect us against
     competitors.  We attempt  to  protect  our  product  designs  by  obtaining
     patents, when available, and by manufacturing our products in a manner that
     makes  reverse  engineering   difficult.   These  protections  may  not  be
     sufficient to prevent our competitors from developing products that perform
     in a manner  that is similar to or better than our  products.  Competitors'
     successes may result in decreased margins and sales of our products.

4.   Our limited financial resources could constrain our business expansion.  We
     have limited financial  resources  available which may restrict our ability
     to grow.  Additional  capital from sources  other than our cash flow may be
     necessary to develop new products.  We cannot  predict that this  financing
     will be  available  from any  source.  We believe  that we can  sustain our
     current  business  without  additional  funding,  but we may not be able to
     increase our business as desired without additional funding.

5.   We could be adversely impacted by intense  competition.  The communications
     and  antenna  industries  are  highly  competitive,  and  we  compete  with
     substantially  larger  companies  in the  production  and sale of antennas.
     These  competitors  have  larger  sales  forces and more  highly  developed
     marketing  programs  as well  as  larger  administrative  staffs  and  more
     available service personnel.  The larger competitors also will have greater
     financial resources  available to develop and market competitive  products.
     The presence of these competitors could  significantly  affect any attempts
     to develop our  business.  However,  we believe  that we will have  certain
     advantages in  attempting  to develop and market our products,  including a
     more cost-effective  technology, the ability to undertake smaller projects,
     and the  ability to respond to customer  requests  more  quickly  than some
     larger competitors.  We cannot be certain that these conclusions will prove
     correct.

6.   We depend on the  availability of efficient  labor. We produce and assemble
     our products at our own facility and are dependent on efficient workers for
     these functions.  We cannot predict that efficient workers will continue to
     be available to us at a cost consistent with our budget.

7.   We depend on key employees.  We are highly dependent on the services of our
     executive  management,  including  Randall  P.  Marx,  our Chief  Executive
     Officer.  The loss of the services of any of our executive management could
     have a material adverse effect on us.

8.   New  government  regulation  could  increase  our costs.  We are subject to
     government regulation of our business operations in general. Certain of our
     products are subject to regulation by the Federal Communications Commission
     ("FCC")  because they are  designed to transmit  signals.  Because  current
     regulations  covering our operations are subject to change at any time, and
     despite our belief that we are in substantial  compliance  with  government
     laws and regulations,  we may incur significant costs for compliance in the
     future.

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<PAGE>

9.   There is an inactive  trading of our shares and possible  volatile  prices.
     Historically,  there has been an extremely  limited  public  market for our
     shares, although most recently there has been significantly more volume. We
     cannot predict that the recent trading volume will be sustained. The prices
     of our shares are highly volatile. Due to the low price of the shares, many
     brokerage  firms  may not  effect  transactions  and may not deal  with low
     priced  shares as it may not be  economical  for them to do so.  This could
     have an adverse effect on sustaining the market for our shares. Further, we
     believe it is  improbable  that any  investor  will be able to borrow funds
     using our shares as collateral.

     For the foreseeable  future,  trading in the shares,  if any, will occur in
     the  over-the-counter  market  and the  shares  will be  quoted  on the OTC
     Bulletin  Board.  On March 20, 2000, the low bid price for the common stock
     was $2.50,  the high asked price was $2.75 and the  closing  sale price was
     $2.71875.  Because of the matters  described  above, a holder of our shares
     may be unable to sell shares when he or she wishes to do so, if at all.

10.  Penny stock  regulation may  discourage  investors'  interest.  The SEC has
     adopted rules that  regulate  broker-dealer  practices in  connection  with
     transactions  in  "penny  stocks".   Penny  stocks   generally  are  equity
     securities  with  a  price  of  less  than  $5.00  (other  than  securities
     registered on certain national securities exchanges or quoted on the Nasdaq
     system,  provided that current price and volume information with respect to
     transactions in such securities is provided by the exchange or system).  If
     our shares are traded for less than $5 per share,  then  unless (1) our net
     tangible  assets  exceed   $5,000,000  during  our  first  three  years  of
     continuous  operations  or  $2,000,000  after  our  first  three  years  of
     continuous operations; or (2) we had average revenue of at least $6,000,000
     for the last three  years,  our shares  will be subject to the SEC's  penny
     stock rules unless otherwise exempt from those rules.

     The penny stock rules require a broker-dealer,  prior to a transaction in a
     penny stock not otherwise  exempt from the rules, to deliver a standardized
     risk disclosure  document  prescribed by the SEC that provides  information
     about  penny  stocks and the  nature and level of risks in the penny  stock
     market.  The broker-dealer  also must provide the customer with current bid
     and  offer  quotations  for  the  penny  stock,  the  compensation  of  the
     broker-dealer  and its  salesperson in the  transaction and monthly account
     statements  showing  the  market  value  of each  penny  stock  held in the
     customer's account. The bid and offer quotations, and the broker-dealer and
     salesperson compensation information,  must be given to the customer orally
     or in writing before or with the customer's confirmation.  In addition, the
     penny stock rules require that prior to a transaction  in a penny stock not
     otherwise  exempt from such rules,  the  broker-dealer  must make a special
     written determination that the penny stock is a suitable investment for the
     purchaser and receive the purchaser's written agreement to the transaction.
     These disclosure  requirements may have the effect of reducing the level of
     trading  activity in the secondary  market for a stock that becomes subject
     to the penny  stock  rules.  As long as our shares are subject to the penny
     stock rules, selling shareholders may find it difficult to sell our shares.

11.  No  dividends  with  respect  to our  shares.  We have  not  paid  any cash
     dividends  with respect to our shares,  and it is unlikely that we will pay
     any dividends on our shares in the foreseeable  future. We currently intend
     that any earnings  that we may realize will be retained in the business for
     further development and expansion.

                                       9
<PAGE>

Item 2.  Properties

         We are the tenant on a three-year  lease which  expires May 15, 2000 on
5,100 square feet of office space and 17,500 square feet of production space and
a  three-year  lease on another  2,500  square  feet of  production  space which
expires on November 30, 2002 in Wheat Ridge, Colorado at a cost of approximately
$17,000  per  month.  We are  obligated  to pay for  all  utilities,  taxes  and
insurance on the production space. The property is in good condition.

Item 3.  Legal Proceedings

         On  August  6,  1997,  we filed a  lawsuit  against  Terk  Technologies
Corporation,  Neil Terk,  Tom Jensen &  Associates,  Tom  Jensen,  and Robert A.
Hodge, Jr. for false and/or  misleading  representations  regarding our local TV
antennas. Terk Technologies  Corporation is one of our competitors.  The lawsuit
was filed in the United  States  District  Court for the  Northern  District  of
Illinois.  The lawsuit includes related  supplemental  claims for consumer fraud
under the Illinois  Consumer Fraud and Deceptive Trade Practices Act,  deceptive
trade practices  under the Illinois  Deceptive Trade Practices Act, and tortious
interference with prospective  economic advantage,  unfair competition and trade
disparagement  under Illinois  common law. The lawsuit relates to a report which
we alleged falsely disparages  Antennas America,  Inc.'s local TV antennas.  Two
distributors of our products, Jasco Products Company, Inc. and MITO Corporation,
joined the lawsuit as plaintiffs.

         In May 1998, Terk Technologies Corporation filed a counterclaim against
us  alleging  that we  engaged in false  and/or  misleading  representations  in
violation  of federal  and  Illinois  state  statutes.  The  counterclaim  seeks
unspecified damages, including costs and punitive damages. The counterclaim also
requests that we withdraw and correct alleged deceptive statements attributed to
us. We filed an answer to the  counterclaim  denying the allegations and denying
that we were responsible for the statements attributed to us.

         In October 1998,  the Court  dismissed the action while  allowing us to
file a  pretrial  order  with the Court  setting  forth the basis for trying the
case. In January 1999, the case was  reinstated.  During 1999, we proceeded with
the discovery process with the defendants in this case. In December 1999, an out
of court agreement was reached with the defendants on a settlement and this case
is considered closed.

Item 4.  Submission of Matters to a Vote of Security Holders

         No matters  were  submitted  to a vote of security  holders  during the
fourth quarter of the fiscal year covered by this report.

                                     PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

         Trading in our common stock is very  limited.  Our shares are traded in
the  over-the-counter  market  through  the OTC  Bulletin  Board  and the  "pink
sheets".  Our  trading  symbol  is  "ANTM".  Our  shares  are not  quoted on any
established stock exchange or on the Nasdaq Stock Market. Because trading in our
shares is so limited, prices are highly volatile.

         The  following  quotations  for  the  past  two  fiscal  years  are the
inter-dealer  quotations  provided by the National Quotations Bureau and the OTC
Bulletin Board's Trading and Market Services, without retail markup, markdown or
commission. These quotations do not necessarily represent actual transactions.


                                       10
<PAGE>


                                  Common Stock

                                      Closing Bid Price
                                  ------------------------
Quarter Ended                     High                Low
-------------                     ----                ----
March 31, 1998                    $.17                $.05
June 30, 1998                      .13                 .08
September 30, 1998                 .10                 .04
December 31, 1998                  .05                 .02
March 31, 1999                     .115                .035
June 30, 1999                      .12                 .04
September 30, 1999                 .15                 .07
December 31, 1999                  .155                .10

         On March 20,  2000,  the  closing  sale price for our common  stock was
$2.71875.  On March 20, 2000, the number of our  shareholders of record was 350.
We have not  declared or paid any cash  dividends  on our common stock since our
formation  and do not  presently  anticipate  paying any cash  dividends  on our
common stock in the foreseeable future.

Item 6.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

                         Liquidity and Capital Resources

                                                              December 31,
                                                           1999          1998
                                                         ---------     --------
Components of Working Capital (Deficit)

          Cash                                           $177,679      $ 17,555
          Accounts Receivable                             324,481       336,732
          Inventory                                       579,713       300,366
          Other Current Assets                                139        21,938
          Accounts Payable                               (357,474)     (351,793)
          Notes Payable and Capital Lease Obligations    (168,989)     (370,348)
          Notes Payable - Officers                        (33,274)      (33,274)
          Other Current Liabilities                       (70,528)      (77,548)
          Total Working Capital (Deficit)                 451,747      (156,372)

         During the last six  months of 1999 we  undertook  a private  placement
offering  of units,  with each unit  consisting  of one share of our  restricted
common stock and one redeemable  common stock  purchase  warrant to purchase one
share of common  stock,  for $.0525 per unit. A minimum of  6,000,000  units and
maximum of 22,000,000 units were  authorized,  and the maximum offering was sold
for a total of $1,155,000.  These funds were used for working  capital  purposes
and to repay  $111,000  of officer  debt.  The  warrants  included  in the units
entitle the holder to purchase one share of common stock at an exercise price of
$.175 per share and became exercisable on March 14, 2000. The warrants expire on
March 14,  2001 and may be  redeemed  by us at the price of $.001 per warrant at
any time that the warrants are  exercisable  after the weighted  average trading
price for the common stock is at least $.2275 per share for 20 of 30 consecutive
business days.

         The note payable to the bank as of December 31, 1998 was an asset-based
revolving credit line and bore interest at prime plus six percent (13.75%). This
line was  discontinued  by the bank as of January 31, 1999. We then entered into
an accounts receivable purchase agreement with another division of the same bank
on  February  1, 1999.  Under the new  arrangement,  the bank would  purchase 85
percent of approved accounts  receivable from us, thereby reducing the amount of
accounts receivable by the amount of funds received by us from the sale of those
receivables.

                                       11
<PAGE>

         The  financing  cost for this new  arrangement  was one  percent of the
receivable  for the first 10 days and 1/15 of one  percent  each day  thereafter
until the account is paid in full.  The maximum  amount charged was nine percent
of the  receivable.  As of  December  31,  1999,  we showed  $5,897 as  accounts
receivable  relating to the unsold 15 percent of the accounts  receivable  which
belong to us but which was held by the bank as a reserve until the bank had been
paid for the  account  receivable  by the  customer.  This  accounts  receivable
purchase agreement was canceled with the bank as of March 10, 2000.

         In addition, effective February 16, 1999, an agreement was entered into
with one of our distributors  whereby the distributor advanced us $200,000 at an
interest rate of 12% until March 1, 2000, and at 14% thereafter,  and we granted
the distributor  options to purchase  500,000 shares of stock at a price of $.03
per share. The options were valued in the transaction at $6,000. This amount was
recorded as a discount to the note and was  amortized  using the  straight  line
method over the life of the note. The note was paid back through a reduced price
on product as product was shipped and was paid in full on January 31, 2000.  The
funds advanced were used for working capital purposes.

         The  $608,119  increase in working  capital  from  December 31, 1998 to
December 31, 1999 was  primarily  due to an increase in cash due to the proceeds
received in the private  placement,  an  increase  in  inventory  to support the
higher sales volume during the year, and the change in bank financing.

         We had total assets of  $1,507,969  as of December 31, 1999 as compared
with  $1,480,905  as of December 31, 1998, or a 2% increase from the prior year.
Increases in cash primarily due to the private placement funds and inventory due
to the higher sales volume were offset by the decrease in assets associated with
the  deferred  tax  asset   valuation   reserve  as  discussed  in  "Results  of
Operations".

         Liabilities decreased by $364,254 to $762,029 from December 31, 1998 to
December  31,  1999.  The  previously  outstanding  note payable to the bank was
repaid  using funds from the new account  purchase  arrangement.  As  previously
mentioned,  the  private  placement  funds were used to pay  $111,000 of officer
debt.

         Our net worth was  $745,940  as of December  31, 1999 as compared  with
$354,622 as of December 31, 1998. The net proceeds from the private placement of
$955,706 were offset by the loss for the year of $572,388.

                              Results of Operations

Fiscal Year Ended December 31, 1999 Compared To Fiscal Year
Ended December 31, 1998

         For  the  year  ended  December  31,  1999,  our  total  revenues  were
$4,567,531 as compared to $2,926,728  for the year ended  December 31, 1998. The
56%  increase in revenues  resulted  from the sales of the new local TV antennas
systems  sold  under the GE brand name  through  Jasco and  shipments  under the
contract from Thomson Consumer Electronics local TV antenna system under the RCA
brand name.

                                       12
<PAGE>

         During  1999,  due  to the  reasons  described  below,  we  recorded  a
non-cash,   non-recurring  valuation  allowance  of  $335,373  against  our  net
operating loss  carryforward that had been on the balance sheet at full value as
of December 31, 1998.  This valuation  allowance was recorded in accordance with
Statement of Financial  Accounting  Standard No. 109 (SFAS 109),  Accounting for
Income Taxes,  based on the  possibility  that we may not be able to utilize the
previously  recorded  deferred tax asset.  Although we believe that the deferred
tax asset will be  utilized,  this is not  demonstrated  by existing  operations
primarily  because of our rapid expansion of our business and new products which
has  resulted  in  increased   costs  for  our  investment  in  new  technology,
advertising  and development of new commercial  products and wireless  services.
Additionally,  in line with  previously  stated plans to increase the number and
variety of our revenue  streams,  and to increase  market  share in the wireless
market,  in November 1999 we opened our new  e-commerce  web site. We anticipate
additional expenses associated with the advertising initiatives to drive traffic
to this  site to sell our new and  existing  products  and to  inform  potential
customers of our total antenna solution capabilities.

         After  recording  the  non-cash,   non-recurring   $335,373   valuation
allowance  expense,  our results for the year ended December 31, 1999 were a net
loss of  $572,388 as  compared  with a net loss of  $244,726  for the year ended
December 31, 1998. Not including the non-cash,  non-recurring $335,373 valuation
allowance   expense,   we  would  have  incurred  a  net  loss  after  taxes  of
approximately   $149,000  for  the  year  ended   December  31,  1999.  We  have
significantly  increased  our  research and  development  costs by adding to our
engineering  staff,  filing  for three new  patents,  and  developing  three new
products  relating to those patents.  We anticipate that these new products will
have a positive effect on both revenues and earnings in 2000.

         If  we  begin  to  utilize  our  net  operating  loss  carryforward  by
generating  future  earnings,  of which there is no assurance,  there will be no
corresponding  income tax expense for  financial  statement  reporting  purposes
until   approximately  $1.2  million  of  taxable  income  has  been  generated.
Therefore,  if this  occurs,  our  statement  of  operations  will  be  impacted
positively  through the  generation of future  earnings of this amount,  with no
corresponding tax expense.

         Gross profit  margins  decreased to 24% for the year ended December 31,
1999 from 34% for 1998,  which  impacted  the net results.  Contributing  to the
lower  margins were the lower than  projected  gross margins on our new local TV
antennas  sold under the GE brand name by Jasco  Products,  Inc. The lower gross
margins  were also due to our 1999 plan to increase our exposure to the wireless
market by offering more competitive antenna solutions to mature markets, such as
local TV reception  that, due to the  competitive  nature of the local TV retail
business, incorporate lower gross margins than our commercial products.

         Due to our rapid growth in 1999,  interest  expense  increased for 1999
from 1998 by $36,565 due to larger  borrowings under a new agreement with higher
interest  rates and a loan  agreement  with a vendor to ramp up our new local TV
antenna production.

                              Year 2000 Compliance

         Year 2000  compliance is the ability of computer  hardware and software
to  respond  to  the  problems   posed  by  the  fact  that  computer   programs
traditionally  have  used two  digits  rather  than  four  digits  to  define an
applicable  year. As a  consequence,  any of our computer  programs or equipment
using internal  programs may recognize a date using "00" as the year 1900 rather
than  the  year  2000.   This  could  have  resulted  in  a  system  failure  or
miscalculations   causing   interruption  of  operations,   including  temporary
inability to send invoices or engage in normal business activities or to operate
equipment  such  as  telephone   systems,   facsimile  machines  and  production
machinery.  However, neither we nor our suppliers or customers have had any Year
2000 problems to date.


                                       13
<PAGE>

Item 7.  Financial Statements

         The financial  statements and schedules that  constitute Item 7 of this
Annual Report on Form 10-KSB are included in Item 13 below.

Item 8.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure

         Not applicable.


                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons:
         Compliance with Section 16(a) of the Exchange Act

<TABLE>
<CAPTION>

            Name                   Age              Position with the Company           Director Since
            ----                   ---              -------------------------           --------------
<S>                                 <C>      <C>                                             <C>
Randall P. Marx                     47       Chief Executive Officer; Treasurer;             1990
                                             and Director

Kevin O. Shoemaker                  45       Engineer; and Director                          1989

Richard L. Anderson                 51       Vice President - Administration;                1994
                                             Secretary;  and Director

Julie H. Grimm                      33       Chief Financial Officer                           -

Donald A. Huebner                   55       Principal Consulting Engineer; and              1998
                                             Director

Sigmund A. Balaban                  58       Director                                        1994
</TABLE>


         Randall P. Marx has served as Chief  Executive  Officer since  November
1991, as a director since May 1990, and as Treasurer  since December 1994.  From
May 1990 until  November  1991,  Mr. Marx  advised us with  respect to marketing
matters.  From 1989 to 1991,  Mr. Marx served as a consultant to three  domestic
and international electronic companies. His responsibilities consisted primarily
of administration,  finance,  marketing and other matters. From 1983 until 1989,
Mr. Marx served as President of THT Lloyd's Inc., Lloyd's  Electronics Corp. and
Lloyd's  Electronics  Hong  Kong  Ltd.,   international   consumer   electronics
companies.  THT Lloyd's Inc.  purchased  the Lloyd's  Electronics  business from
Bacardi  Corp.  in 1986.  Prior to 1983,  Mr.  Marx owned a sales and  marketing
company involved in the consumer electronics business.

         Kevin O. Shoemaker has served as a director since 1989. From April 1989
through December 1999, he served as our Chief  Scientist.  He also served as our
Chairman of the Board from 1989 to March 1999, as Executive  Vice President from
May 1990 until  November  1991 and as President  from  November 1991 until April
1994. Mr. Shoemaker's prior employment included serving as a design engineer for
Martin Marietta Aerospace,  an aerospace defense contractor,  and as a technical
specialist for Ball Aerospace Systems, an aerospace contractor.

                                       14
<PAGE>

         Richard L. Anderson has served as a director since December 1994.  From
March until  December  1995, he served as a part-time  consultant to assist with
our general operations.  Since January 1996, Mr. Anderson has served as our Vice
President of  Administration,  and as of March 1998, he has held the position of
Secretary.  From 1990 to 1995, Mr. Anderson  served as an independent  financial
contractor  underwriting  residential  and commercial real estate first mortgage
credit  packages.  From October 1985 until March 1990,  Mr.  Anderson  served as
Senior Vice  President,  Administration  of  Westline  Mortgage  Corporation,  a
Denver,  Colorado  based  mortgage  loan company  that was a subsidiary  of Bank
Western  Federal  Savings.  Prior to October 1985, Mr.  Anderson  served as Vice
President, Human Resources for Midland Federal Savings.

         Julie H.  Grimm has been our Chief  Financial  Officer  since May 1998.
From 1997 to 1998, Ms. Grimm, a Certified Public Accountant,  was the Accounting
Manager for Qwest Communications,  a telecommunications company based in Denver.
From 1991 to 1997, Ms. Grimm was employed by Harris Corporation, a Florida-based
electronics  manufacturing  company,  as the Financial  Audit Manager.  Prior to
April 1991, Ms. Grimm was with Ernst & Young llp, in Atlanta,  Georgia,  serving
clients in the manufacturing industry.

         Donald A.  Huebner has served as a director  of the  Company  since May
1998 and Principal Consulting Engineer since February 2000. Dr. Huebner has been
a Department Staff Engineer of Lockheed Martin Astronautics in Denver,  Colorado
since 1986. In this capacity,  Dr.  Huebner  served as technical  consultant for
phased array and space craft antennas as well as other areas concerning antennas
and  communications.  Prior to joining  Lockheed  Martin,  Dr. Huebner served in
various capacities with Ball Communication  Systems and Hughes Aircraft Company.
Dr.  Huebner  also has served as a part-time  faculty  member in the  electrical
engineering  departments  at the  University of Colorado at Boulder,  California
State  University  at  Northridge,  and  University of  California,  Los Angeles
("UCLA").  Dr.  Huebner  also has served as  consultant  to  various  companies,
including as a consultant to us from 1990 to the present.  Dr. Huebner  received
his  Bachelor  of Science in  Electrical  Engineering  from UCLA in 1966 and his
Master's of Science in Electrical  Engineering  from UCLA in 1968.  Dr.  Huebner
received his Ph.D. from UCLA in 1972 and a Master's in  Telecommunications  from
the  University  of  Denver  in 1996.  Dr.  Huebner  is a member  of a number of
professional  societies,  including  the  Antennas And  Propagation  Society and
Microwave  Theory And  Technique  Society of the  Institute  of  Electrical  and
Electronic Engineers.

         Sigmund A. Balaban has served as a director  since  December  1994. Mr.
Balaban has been employed by Fujitsu  General  America,  Inc. of Fairfield,  New
Jersey,  formerly  Teknika  Electronics,  since 1986 serving as Vice  President,
Credit from 1986 to 1992 and as Senior Vice  President and General  Manager from
1992 to the present.  Fujitsu General  America,  Inc. is a subsidiary of Fujitsu
General, Ltd., a Japanese multiline manufacturer.

Section 16(a) Beneficial Ownership Reporting Compliance

         Section 16(a) of the  Securities Act of 1934, as amended (the "Exchange
Act") requires our directors, executive officers and holders of more than 10% of
our common stock to file with the  Securities  and Exchange  Commission  initial
reports of  ownership  and reports of changes in  ownership  of common stock and
other equity  securities of ours. We believe that during the year ended December
31, 1999,  our  officers,  directors  and holders of more than 10% of our common
stock  complied  with all Section  16(a)  filing  requirements.  In making these
statements,  we have relied upon the written representation of our directors and
officers and our review of the monthly  statements  of changes  filed with us by
our officers and directors.


                                       15
<PAGE>


Item 10.  Executive Compensation

Summary Compensation Table

         The  following  table  sets  forth in  summary  form  the  compensation
received  during  each of our three  successive  completed  fiscal  years  ended
December 31, 1999 by Randall P. Marx, our Chief Executive  Officer.  None of our
other  executive  officers  received total salary and bonus  exceeding  $100,000
during any of the three successive fiscal years ending December 31, 1999.

<TABLE>
<CAPTION>
                                                                                       Long Term Compensation
                                                                           ------------------------------------------------
                                          Annual Compensation                    Awards          Payouts
                                ------------------------------------------  -------------------  -------
                                                                           Restricted
                                                            Other Annual      Stock                 LTIP       All Other
                               Fiscal    Salary    Bonus    Compensation     Awards     Options    Payouts   Compensation
Name and Principal Position     Year    ($) (1)   ($) (2)      ($) (3)         ($)        (#)      ($) (4)        ($) (5)
------------------------------ -------- --------- --------- -------------- ------------ --------- ---------- --------------
<S>                             <C>     <C>          <C>          <C>           <C>        <C>        <C>          <C>
Randall P. Marx                 1999    115,000     -0-          -0-           -0-        -0-        -0-          -0-
Chief Executive Officer,
Treasurer and a Director        1998     75,000     -0-          -0-           -0-        -0-        -0-          -0-

                                1997     75,000    10,100        -0-           -0-        -0-        -0-          -0-
</TABLE>

------------------
(1) The dollar value of base salary (cash and non-cash) received during the year
indicated.

(2) The  dollar  value of bonus  (cash and  non-cash)  received  during the year
indicated.

(3)  During the period covered by the Summary Compensation Table, we did not pay
     any other annual compensation not properly  categorized as salary or bonus,
     including perquisites and other personal benefits, securities or property.

(4)  We do not have in effect any plan that is  intended  to serve as  incentive
     for  performance  to occur over a period longer than one fiscal year except
     for our 1997 Stock Option And Compensation Plan.

(5)  All other  compensation  received that we could not properly  report in any
     other  column  of the  Summary  Compensation  Table  including  our  annual
     contributions   or  other   allocations  to  vested  and  unvested  defined
     contribution plans, and the dollar value of any insurance premiums paid by,
     or on behalf of, the Company  with respect to term life  insurance  for the
     benefit of the named executive  officer,  and, the full dollar value of the
     remainder of the premiums paid by, or on behalf of, us.

Employee Retirement Plans, Long-Term Incentive Plans, and Pension Plans

         Other  than our stock  option  and  401(k)  plan,  we have no  employee
retirement plan, pension plan, or long-term incentive plan to serve as incentive
for performance to occur over a period longer than one fiscal year.

1997 Stock Option And Compensation Plan

         In November 1997, the Board of Directors approved our 1997 Stock Option
And Compensation  Plan (the "Plan").  Pursuant to the Plan, we may grant options
to  purchase  an  aggregate  of  5,000,000  shares  of our  common  stock to key
employees,  directors,  and other  persons who have or are  contributing  to our
success.  The  options  granted  pursuant to the Plan may be  incentive  options
qualifying  for  beneficial  tax  treatment  for the  recipient  or they  may be
non-qualified  options.  The Plan is  administered  by an option  committee that
determines  the terms of the options  subject to the  requirements  of the Plan,
except that the option  committee  shall not administer the Plan with respect to
automatic  grants of options to our  directors  who are not our  employees.  The
option committee may be the entire Board or a committee of the Board.

                                       16
<PAGE>

         At the time of their election, directors who are not also our employees
("Outside  Directors")  automatically receive options to purchase 250,000 shares
pursuant to the Plan at the time of their election as an Outside Director. These
options  held by Outside  Directors  are not  exercisable  at the time of grant.
Options to purchase  50,000  shares become  exercisable  for each meeting of the
Board of  Directors  attended by each  Outside  Director on or after the date of
grant of the options to that Outside  Director.  The exercise  price for options
granted to Outside  Directors is equal to the fair market value per share of our
common  stock on the date of grant.  All  options  granted to Outside  Directors
expire  five years  after the date of grant.  On the date that all of an Outside
Director's  options have become  exercisable,  options to purchase an additional
250,000 shares, which are not exercisable at the time of grant, shall be granted
to that Outside Director.

         Mr. Balaban,  the sole Outside Director on November 19, 1997,  received
options to purchase  250,000  shares,  which were not exercisable at the date of
grant, at an exercise price of $.08 per share,  pursuant to the Plan on November
19,  1997.  All of these  options have since  become  exercisable  and expire on
November  19,  2002.  Mr.  Balaban  received  options to purchase an  additional
250,000 shares,  which were not exercisable at the date of grant, at an exercise
price of $.095 per share on June 24,  1998.  These  options  have  since  become
exercisable  and expire on June 24, 2003. Mr Balaban was then granted options to
purchase  250,000 shares,  at an exercise price of $.15 on September 8, 1999. Of
this grant, 100,000 options were exercisable as of March 20, 2000.

          Mr. Huebner received  options to purchase  250,000 shares,  which were
not exercisable at the date of grant, at an exercise price of $.085 per share on
May 15, 1998. All of these options have since become  exercisable  and expire on
May 15, 2003. Mr.  Huebner  received  options to purchase an additional  250,000
shares at an exercise price of $.06 on May 10, 1999. Of this amount, 150,000 had
become exercisable as of March 20, 2000.

         In  addition  to  these  automatic  grant  of  options  to the  Outside
Directors,  stock  options  have  been  granted  pursuant  to the  Plan on other
occasions.  On November 19, 1997, each of three employees was granted options to
purchase  100,000  shares,  for an aggregate of 300,000  shares,  at an exercise
price of $.10 per share,  contingent upon certain  corporate goals being met. On
April 14, 1998,  options to purchase  50,000 shares at an exercise price of $.12
per share were issued to another of our  employees.  These  options also were to
become  exercisable  upon certain  corporate goals being met. As of December 31,
1998, the corporate goals were not met and these options  expired.  On April 14,
1998, the Board of Directors  approved the issuance of options to purchase up to
300,000  shares of common stock at an exercise price of $.105 to Julie H. Grimm,
our Chief  Financial  Officer.  These options were cancelled as discussed in the
following paragraph.

         On May 10, 1999, the Board of Directors authorized new options for each
of two employees for 80,000 shares at an exercise price of $.06 per share. These
options have a one-year  term. One of these  employees was also granted  options
for an additional  100,000 shares at an exercise price of $.06 for a term of two
years.  The other employee was granted options for an additional  100,000 shares
at an exercise  price of $.06 per share  contingent  on meeting a certain  sales
goal.  These options would also have a term of two years. On this same date, the
Board of Directors cancelled the previous options outstanding for Julie H. Grimm
and granted her new  options  for 240,000  shares at an exercise  price of $.06.
These  options  have a two-year  term.  Additional  options were also granted to
another  employee  on this same date;  however,  the  options  expired  when the
employee left our employment in July 1999.

                                       17
<PAGE>

Compensation Of Outside Directors

         Standard Arrangements. Outside Directors are paid $250 for each meeting
of the Board of  Directors  that they  attend.  For  meetings  in excess of four
meetings per year,  Outside Directors will receive $50 per meeting.  Pursuant to
the Plan,  Outside  Directors may elect to receive payment of the meeting fee in
the form of our  restricted  common  stock at a rate per share equal to the fair
market  value of the common  stock on the date of the meeting by  informing  our
Secretary,  Chief  Executive  Officer or President of that election on or before
the date of the meeting. Directors also will be reimbursed for expenses incurred
in  attending  meetings  and for  other  expenses  incurred  on behalf of us. In
addition,  each  Outside  Director  automatically  receives  options to purchase
shares of common stock pursuant to the Plan.

         Prior to the adoption of the Plan in November 1997, we granted  options
("Outside  Director  Options")  and shares  ("Outside  Director  Shares") to the
Outside  Directors  commencing  in January  1995.  On  January 3, 1995,  Outside
Directors  Options to purchase  250,000  shares at an exercise price of $.05 per
share were  granted to each of Sigmund A. Balaban and Richard L.  Anderson,  who
both were Outside  Directors  at the time.  The closing bid price for the common
stock was $.001 per share on January 3, 1995. All options granted to Mr. Balaban
became  exercisable  on July 14, 1998. Of the options  granted to Mr.  Anderson,
150,000 became  exercisable on July 14, 1998, and the remaining 100,000 will not
become  exercisable  because Mr. Anderson is no longer an Outside  Director.  He
became an officer  and  employee  in January  1996.  These  options for both Mr.
Balaban and Mr. Anderson expired unexercised on January 3, 2000.

         Outside Director Options to purchase an additional  250,000 shares were
issued to Mr.  Balaban on December  26, 1996 at an exercise  price of $.0475 per
share,  which was the  closing  bid price on the date of  grant.  These  options
became  exercisable  on July 14, 1998 and may be  exercised  until  December 26,
2001.

         For the period from  January  1995  through the adoption of the Plan in
November  1997,   Outside  Directors  were  allowed  to  receive  their  meeting
attendance  fees in the form of common  stock based on the fair market  value of
the common  stock on the date of the  meeting.  As of March 20, 2000, a total of
110,416 shares of common stock had been granted to the Outside Directors in lieu
of meeting fees.

         Other  Arrangements.  During  the year  ended  December  31,  1999,  no
compensation was paid to our  non-employee  directors other than pursuant to the
standard compensation arrangements described in the previous section.

Employment Contracts And Termination Of Employment And
Change-In-Control Arrangements

         Effective as of March 19, 1998, we entered into an employment agreement
with Kevin O. Shoemaker,  one of our engineers,  who is the beneficial  owner of
6.6  percent  of our common  stock.  The  employment  agreement  provides  for a
two-year  term at an annual  salary rate of not less than $66,000 per year.  Mr.
Shoemaker's  annual  salary  rate  pursuant  to the  Employment  Agreement  will
increase to $70,000 if Mr.  Shoemaker  meets the criteria for  receiving a bonus
pursuant to the  Employment  Agreement.  Mr.  Shoemaker is eligible to receive a
bonus for a particular  fiscal year during the term of the employment  agreement
if we have net  profits of at least  $300,000  for that  fiscal  year and if Mr.
Shoemaker contributes a reasonable amount of finished products to our assortment
of existing  products  for that fiscal  year.  If these  criteria  are met,  Mr.
Shoemaker  also will receive a bonus in 1999 ranging from $10,000 if we have net
profits in the  applicable  fiscal  year of at least  $300,000  up to a bonus of
$30,000  if we have  net  profits  in the  applicable  fiscal  year of at  least
$900,000. In connection with the employment agreement,  Mr. Shoemaker agreed not
to sell or otherwise dispose of any shares of common stock prior to December 31,
1999 without our prior written consent.

                                       18
<PAGE>

         We entered into a written  employment  agreement  with Randall P. Marx,
our Chief  Executive  Officer and Treasurer on October 1, 1998 with an effective
date of September 1, 1998.  Mr. Marx is the  beneficial  owner of 9.9 percent of
our stock or 9,789,774  shares.  The agreement is for a period of two years with
an annual  salary rate of  $115,000.  Mr.  Marx is eligible  for a bonus of five
percent of the income from our  operations  per fiscal year for each fiscal year
during the term. As a part of this agreement, Mr. Marx has agreed not to compete
with us for a period of two years following his termination as our employee.

         We entered into an employment  agreement with Richard L. Anderson,  our
Vice President-Administration and Secretary, on October 1, 1998. The term of the
agreement is 23 months and  provides for an annual  salary rate of not less than
$57,500.  The agreement  provided for options to purchase shares that would have
become  exercisable  after 1998 or 1999 if we met certain net  operating  income
requirements. We did not meet the income requirements for 1998 or 1999 and these
options did not become exercisable.

         We have no compensatory plan or arrangement that results or will result
from the  resignation,  retirement,  or any other  termination  of an  executive
officer's  employment  with us or from a  change-in-control  or a  change  in an
executive officer's responsibilities following a change-in-control,  except that
the Plan  provides  for vesting of all  outstanding  options in the event of the
occurrence of a change-in-control.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

         The following table summarizes certain information as of March 20, 2000
with respect to the  beneficial  ownership of our common stock by each director,
by all  executive  officers and  directors as a group,  and by each other person
known by us to be the  beneficial  owner of more than five percent of our common
stock:

<TABLE>
<CAPTION>
                                                       Number of Shares
Name and Address of Beneficial Owner                Beneficially Owned (1)         Percent of Class
------------------------------------                ----------------------         ----------------
<S>                                                       <C>                             <C>
Richard L. Anderson                                       2,551,476 (2)                   2.6
Antennas America, Inc.
4860 Robb Street, Suite 101
Wheat Ridge, CO  80033

Sigmund A. Balaban                                        1,569,964 (3)                   1.6
10 Grecian Street
Parsippany, NJ  07054

Julie H. Grimm                                              240,000 (4)                    *
Antennas America, Inc.
4860 Robb Street, Suite 101
Wheat Ridge, CO  80033

                                       19
<PAGE>

Donald A. Huebner                                           544,500 (5)                    *
6305 W. Apache Drive
Larkspur, CO  80118

Randall P. Marx                                           9,789,774 (6)                   9.9
Antennas America, Inc.
4860 Robb Street, Suite 101
Wheat Ridge, CO  80033

Kevin O. Shoemaker                                        6,434,474 (7)                   6.6
Antennas America, Inc.
4860 Robb Street, Suite 101
Wheat Ridge, CO  80033

Barry F. Nathanson                                        8,577,366 (8)                   8.4
6 Shore Cliff Place
Great Neck, NY  11023

Hudson River Investments, Inc.                            7,962,350 (9)                   7.9
720 5th Avenue, 9th Floor
New York, NY  10019

Evansville Limited                                        6,100,000 (10)                  6.0
P.O. Box 438
Road Town, Tortola
British Virgin Islands

Bruce Morosohk                                            5,123,117 (11)                  5.3
7212 South Acoma Street
Littleton, CO  80120

All officers and directors as a group (six persons)      21,130,188                      20.7
                                                     (2)(3)(4)(5)(6)(7)
</TABLE>

* Less than one percent.

(1)    "Beneficial  ownership" is defined in the regulations  promulgated by the
       U.S. Securities and Exchange Commission as having or sharing, directly or
       indirectly  (1)  voting  power,  which  includes  the power to vote or to
       direct the voting, or (2) investment  power,  which includes the power to
       dispose or to direct the disposition, of shares of the common stock of an
       issuer. The definition of beneficial ownership includes shares underlying
       options  or  warrants  to  purchase  common  stock,  or other  securities
       convertible  into  common  stock,   that  currently  are  exercisable  or
       convertible  or that will become  exercisable  or  convertible  within 60
       days.  Unless otherwise  indicated,  the beneficial owner has sole voting
       and investment power.

(2)    Includes 135,238 shares and 135,238 warrants to purchase shares of common
       stock at $.175 owned jointly with Geary Kommer Anderson; includes 475,000
       warrants to purchase shares at $.175 per share;  includes  636,500 shares
       owned by the Lloyd  Anderson  Marital  Trust B Dated June 21,  1990,  for
       which Richard L. Anderson serves as trustee.

                                       20
<PAGE>

(3)    Includes  options under the Plan to purchase 250,000 shares at $.0475 per
       share until December 26, 2001; options under the Plan to purchase 250,000
       shares at $.08 per share until November 19, 2002;  options under the Plan
       to  purchase  250,000  shares  at $.095 per share  until  June 24,  2003;
       options under the Plan to purchase 250,000 shares at $.15 per share until
       September  8,  2004,  100,000  of which are  currently  exercisable;  and
       250,000 warrants to purchase shares of common stock at $.175 per share.

(4)    Consists of options under the Plan to purchase  240,000  shares of common
       stock for $.06 per share which expire on May 10, 2001.

(5)    Consists of Outside  Director  Options under the Plan to purchase 250,000
       shares at $.085 per share until May 15,  2003;  option  under the Plan to
       purchase 250,000 shares at $.06 per share until May 10, 2004,  150,000 of
       which are currently exercisable; and warrants to purchase 9,524 shares of
       common stock at $.175 per share.

(6)    Includes  1,015,000  shares  owned by the Harold and Theora  Marx  Living
       Trust,  of which Mr.  Marx's  parents  are  trustees,  although  Mr. Marx
       disclaims  beneficial  ownership of these shares; also includes 1,904,762
       warrants to purchase shares of common stock at $.175 per share.

(7)    Does  not  include   5,123,117  shares  owned  by  Bruce  Morosohk,   Mr.
       Shoemaker's  brother-in-law,  as to which shares Mr. Shoemaker  disclaims
       beneficial ownership.

(8)    Includes warrants to purchase 4,388,683 shares of common stock at $.175.

(9)    Includes warrants to purchase 4,001,175 shares of common stock at $.175.

(10)   Includes warrants to purchase 3,800,000 shares of common stock at $.175.

(11)   Does not include the following shares as to which Mr. Morosohk  disclaims
       beneficial ownership:  (a) 6,434,474 shares owned by Kevin Shoemaker, Mr.
       Morosohk's  brother-in-law,  and (b) an aggregate of 191,780 shares owned
       by Mr. Morosohk's siblings and their respective spouses.

Item 12.  Certain Relationships and Related Transactions

     Not applicable.

Item 13.  Exhibits and Reports on Form 8-K

(a)      Financial Statements

         Report of Independent Auditors..................................F-1

         Balance Sheets at December 31, 1999 and 1998....................F-2

         Statements of Operations for the Years Ended

                December 31, 1999 and 1998...............................F-3

         Statements of Changes in Stockholders' Equity

                for the Years Ended December 31, 1999 and 1998...........F-4

         Statements of Cash Flows for the Years Ended

                December 31, 1999 and 1998...............................F-5

         Notes to Financial Statements...................................F-6

         (a)(2)  Exhibits.
                 --------


                                       21
<PAGE>
                                  EXHIBIT INDEX

Exhibit
Number      Description
------      -----------
3.1a     Articles  of  Incorporation  of  Westcliff  Corporation,  now  known as
         Antennas  America,  Inc. (the "Company"),  are  incorporated  herein by
         reference from the Company's  Form S-18  Registration  Statement  dated
         December 1, 1987 (File No. 33-18854-D).

3.1b     Articles  of  Amendments  of the  Company  dated  January  26, 1988 are
         incorporated  herein by  reference  from the  Company's  Post-Effective
         Amendment No. 3 to Form S-18  Registration  Statement dated December 5,
         1989 (File No. 33-18854-D).

3.1c     Articles of  Agreement  of Merger  between  the  Company  and  Antennas
         America,  Inc.,  a Colorado  corporation,  dated  March 22,  1989,  are
         incorporated  herein by  reference  from the  Company's  Post-Effective
         Amendment No. 3 to Form S-18  Registration  Statement dated December 5,
         1989 (File No. 33-18854-D)

3.2      Bylaws of the Company as amended and restated on March 25, 1998

10.1a    Industrial  Lease dated  April 10, 1998  between the Company and Five K
         Investments (1)

10.1b    Renewal and Extension of Lease dated April 10, 1998 between the Company
         and Five K Investments (1)

10.1c    Renewal and Extension of Lease dated April 10, 1998 between the Company
         and Five K Investments (1)

10.1d    Renewal and Extension of Lease dated April 10, 1998 between the Company
         and Five K Investments (1)

10.2a    Employment  Agreement  dated as of October 1, 1998  between the Company
         and Randall P. Marx (File No. 000-18122)

10.2b    Employment  Agreement  dated as of October 1, 1998  between the Company
         and Richard L. Anderson (File No. 000-18122)

10.2c    Employment Agreement dated as of March 31, 1998 between the Company and
         Kevin O. Shoemaker  incorporated herein by reference from the Company's
         Form 10-KSB Annual Report dated March 31, 1998 (File No. 000-18122)

10.3a    Distribution  Agreement  dated  October 7, 1998 between the Company and
         Jasco Products Co., Inc. (2)

10.3b    Promissory  Note  dated  February  15,  1999 from the  Company to Jasco
         Products Co., Inc. (2)

10.3c    Stock Option  Agreement  dated February 15, 1999 between the Compan and
         Jasco Products Co., Inc. (2)

27.1     Financial Data Schedule

---------------------------

(1)    Incorporated  by  reference  from the  Company's  Form SB-2  Registration
       Statement dated June 8, 1998 (File No. 333-53453)

(2)    Incorporated  by  reference  from the  Company's  Form SB-2  Registration
       Statement filed February 9, 2000 (File No. 333-96485)

       (b)    Reports  on Form 8-K.  The  Company  filed no  reports on Form 8-K
              during the quarter ended December 31, 1999.


                                       22
<PAGE>


                                   SIGNATURES

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

                                     ANTENNAS AMERICA, INC.


Date:  March 29, 2000                By:/s/ Randall P. Marx
                                        -------------------
                                        Randall P. Marx, Chief Executive Officer
                                        and Principal Financial Officer

         In accordance with the Exchange Act, this report has been signed by the
following persons on behalf of the registrant in the capacities and on the dates
indicated.

              Date                         Signatures
              ----                         ----------

         March 29, 2000                    /s/ Richard L. Anderson
                                           ------------------------
                                           Richard L. Anderson, Director


         March 29, 2000                     /s/ Sigmund A. Balaban
                                           -----------------------
                                           Sigmund A. Balaban, Director


         March 29, 2000                     /s/ Randall P. Marx
                                           --------------------
                                           Randall P. Marx, Director


         March 29, 2000                     /s/ Kevin O. Shoemaker
                                           -----------------------
                                           Kevin O. Shoemaker, Director


         March 29, 2000                     /s/ Donald A. Huebner
                                           ----------------------
                                           Donald A. Huebner, Director




                                       23
<PAGE>


                         Report of Independent Auditors

The Board of Directors and Stockholders
Antennas America, Inc.

We have audited the accompanying balance sheets of Antennas America,  Inc. as of
December 31, 1999 and 1998, and the related statements of operations, changes in
stockholders'  equity,  and cash flows for the years then ended. These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of Antennas  America,  Inc. at
December 31, 1999 and 1998, and the results of its operations and cash flows for
the years then ended in conformity with accounting principles generally accepted
in the United States.

/s/  Ernst & Young LLP

Denver, Colorado
February 18, 2000



                                      F-1
<PAGE>


                             Antennas America, Inc.

                                 Balance Sheets
<TABLE>
<CAPTION>
                                                                                 December 31,
                                                                           1999                1998
                                                                    ----------------------------------------
Assets
Current assets:
<S>                                                                      <C>                <C>
   Cash                                                                  $   177,679        $     17,555
   Accounts receivable, less allowance for doubtful accounts
     of $15,060 and $6,465, respectively                                     324,481             336,732
   Inventory, net                                                            579,713             300,366
   Prepaid expenses                                                              139              21,938
                                                                    ----------------------------------------
Total current assets                                                       1,082,012             676,591

Property and equipment, net                                                  369,381             404,814

Other assets:
   Deferred tax asset, net                                                         -             335,373
   Intangible assets, net of accumulated amortization of $57,923
     and $49,419, respectively                                                40,491              40,539
   Deposits                                                                   16,085              23,588
                                                                    ----------------------------------------
Total assets                                                              $1,507,969          $1,480,905
                                                                    ========================================

Liabilities and stockholders' equity
Current liabilities:
   Accounts payable                                                      $   357,474          $  351,793
   Notes payable--others                                                     114,143              97,799
   Note payable--bank                                                              -             209,892
   Notes payable--officers                                                    33,274              33,274
   Current portion of capital lease obligations                               54,846              62,657
   Accrued expenses                                                           70,528              77,548
                                                                    ----------------------------------------
Total current liabilities                                                    630,265             832,963

Capital lease obligations, less current portion                                6,111              60,027
Notes payable--others, less current portion                                  125,653             116,345
Notes payable--officers, less current portion                                      -             110,948
Other long-term obligations                                                        -               6,000
                                                                    ----------------------------------------
Total liabilities                                                            762,029           1,126,283

Commitments

Stockholders' equity:
   Common stock, $.0005 par value, 250,000,000 shares
     authorized, 95,089,563 and 75,371,847 shares issued
     and outstanding, respectively                                            47,545              37,686
   Additional paid-in capital                                              1,891,686             937,839
   Accumulated deficit                                                    (1,193,291)           (620,903)
                                                                    ----------------------------------------
Total stockholders' equity                                                   745,940             354,622
                                                                    ----------------------------------------
Total liabilities and stockholders' equity                                $1,507,969          $1,480,905
                                                                    ========================================
</TABLE>

See accompanying notes.



                                      F-2
<PAGE>

                             Antennas America, Inc.

                            Statements of Operations
<TABLE>
<CAPTION>

                                                                             Years ended December 31,
                                                                             1999                1998
                                                                    ----------------------------------------

<S>                                                                       <C>                 <C>
Sales, net                                                                $4,567,531          $2,926,728
Cost of sales                                                              3,483,357           1,922,522
                                                                    ----------------------------------------
Gross profit                                                               1,084,174           1,004,206
Selling, general and administrative expenses                               1,201,018           1,301,421
                                                                    ----------------------------------------
Loss from operations                                                        (116,844)           (297,215)

Other income (expense):
   Interest expense                                                         (120,339)            (83,774)
   Other income                                                                  168               3,498
                                                                    ----------------------------------------
Total other expense                                                         (120,171)            (80,276)
                                                                    ----------------------------------------

Loss before income taxes                                                    (237,015)           (377,491)
Provision for (benefit from) income taxes                                    335,373            (132,765)
                                                                    ----------------------------------------
Net loss                                                                  $ (572,388)        $  (244,726)
                                                                    ========================================

Basic and diluted loss per share                                             $(0.01)             $(0.00)

Weighted average shares outstanding                                       80,089,781          74,676,836

</TABLE>

See accompanying notes.


                                      F-3
<PAGE>



                             Antennas America, Inc.

                  Statements of Changes in Stockholders' Equity

<TABLE>
<CAPTION>
                                                     Common Stock           Additional
                                           ------------------------------    Paid-in       Accumulated       Stock
                                                Shares          Amount       Capital         Deficit     Subscriptions      Total
                                           -----------------------------------------------------------------------------------------

<S>                                           <C>              <C>         <C>            <C>              <C>            <C>
Balance, December 31, 1997                    73,189,422       $36,595     $   801,039    $   (376,177)    $  18,500      $ 479,957
Issuance of subscribed shares                    650,000           325          18,175               -       (18,500)             -
Cancellation of common stock                     (51,371)          (26)             26               -             -              -
Consulting expense related to issuance of
  stock options                                        -             -          40,000               -             -         40,000
Exercise of vendor stock options               1,500,000           750          73,691               -             -         74,441
Common stock issued for directors' fees           83,796            42           4,908               -             -          4,950
Net loss                                               -             -               -        (244,726)            -       (244,726)
                                           -----------------------------------------------------------------------------------------
Balance, December 31, 1998                    75,371,847        37,686         937,839        (620,903)            -        354,622
Issuance of stock options                              -             -           6,000               -             -          6,000
Common stock issued for directors' fees           26,620            13           1,987               -             -          2,000
Issuance of common stock and warrants in
  private placement transactions, net of
  expenses of $78,077                         19,691,096         9,846         945,860               -             -        955,706
Net loss                                               -             -               -        (572,388)            -       (572,388)
                                           -----------------------------------------------------------------------------------------
Balance, December 31, 1999                    95,089,563       $47,545      $1,891,686     $(1,193,291) $          -       $745,940
                                           =========================================================================================
</TABLE>


See accompanying notes.



                                      F-4
<PAGE>



                             Antennas America, Inc.

                            Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                               Year ended December 31
                                                                              1999               1998
                                                                        -------------------------------------
<S>                                                                          <C>               <C>
Operating activities
Net loss                                                                     $(572,388)        $(244,726)
Adjustments to reconcile net loss to net cash provided by
   (used in) operating activities:
     Depreciation and amortization                                             114,481           115,372
     Loss on disposal of property and equipment                                      -            25,478
     Noncash expense for issuance of stock and options                           2,000            44,950
     Accrued interest on notes payable added to principal                       18,942            15,974
     Accrued salary added to note payable                                        4,776             7,308
     Amortization of note discount                                               5,500                 -
     Deferred tax expense (benefit)                                            335,373          (132,764)
     Gain from debt cancellation                                                     -           (24,862)
     Changes in operating assets and liabilities:
       Accounts receivable                                                      12,251            (9,047)
       Inventory                                                              (279,347)          208,188
       Prepaid expenses                                                         21,799            53,803
       Other assets                                                             (1,353)          (12,976)
       Accounts payable and accrued expenses                                       458            21,747
                                                                        -------------------------------------
Net cash provided by (used in) operating activities                           (337,508)           68,445

Investing activities

Patent acquisition costs                                                        (8,457)          (14,665)
Purchase of property and equipment                                             (70,543)          (73,070)
                                                                        -------------------------------------
Net cash used in investing activities                                          (79,000)          (87,735)

Financing activities

Reductions in notes payable--bank                                              (209,892)          (40,837)
Repayment of notes and capital lease obligations                              (253,938)          (84,400)
Proceeds from private placement, net                                           884,254                 -
Proceeds from distributor note payable                                         201,059                 -
Repayment of notes payable--officers                                            (44,851)           (1,000)
Proceeds from equipment refinancing                                                  -            32,104
Proceeds from exercise of options, net                                               -            69,336
                                                                        -------------------------------------
Net cash provided by (used in) financing activities                            576,632           (24,797)
                                                                        -------------------------------------

Net increase (decrease) in cash                                                160,124           (44,087)
Cash, beginning of year                                                         17,555            61,642
                                                                        -------------------------------------
Cash, end of year                                                           $  177,679        $   17,555
                                                                        =====================================

Supplemental cash flow information:

  Cash paid for interest                                                    $   96,207        $   63,271
Noncash investing and financing activities:
  Officer note exchanged for common stock                                       71,452                 -
  Capital lease obligations incurred                                             1,108            53,137
  Tax benefit related to stock options                                               -             5,100
</TABLE>

See accompanying notes.



                                      F-5
<PAGE>

                             Antennas America, Inc.
                          Notes to Financial Statements
                                December 31, 1999



1. Organization and Summary of Significant Accounting Policies

Organization

Antennas  America,  Inc. (the Company) was incorporated in Colorado on September
6, 1988 and was reorganized as a Utah corporation on April 12, 1989. The Company
manufactures and sells antennas used for various purposes.

Consolidation

The wholly  owned  subsidiary  of the  Company,  Antennas  America  Distributing
Company, was dissolved effective December 29, 1998. The results of operations of
this  subsidiary  have been  included  in the  consolidated  results of Antennas
America, Inc. through that date. All significant intercompany  transactions have
been eliminated.

Inventory

Inventory  is valued at the lower of cost or market using  standard  costs which
approximate  average  cost.  Inventories  are  reviewed  periodically  and items
considered to be slow-moving or obsolete are reduced to estimated net realizable
value through an  appropriate  reserve.  Inventory  consists of the following at
December 31:

                                                    1999             1998
                                            ------------------------------------
         Raw materials                             $301,874         $161,295
         Work in progress                           165,392          134,034
         Finished goods                             153,347           36,037
                                            ------------------------------------
                                                    620,613          331,366
         Inventory reserve                          (40,900)         (31,000)
                                            ------------------------------------
         Net inventory                             $579,713         $300,366
                                            ====================================

Property and Equipment

Property and  equipment are stated at cost.  The Company uses the  straight-line
method  over  estimated  useful  lives  of  three  to  seven  years  to  compute
depreciation for financial reporting purposes and accelerated methods for income
tax purposes.

Property and equipment consist of the following at December 31:

                                                    1999              1998
                                                ------------------------------
         Machinery and equipment                  $491,966          $439,332
         Computer equipment and software           108,330            93,897
         Furniture and fixtures                     65,515            62,779
         Leasehold improvements                     29,944            29,204
                                                ------------------------------
                                                   695,755           625,212
         Accumulated depreciation                 (326,374)         (220,398)
                                                ------------------------------
                                                  $369,381          $404,814
                                                ==============================



                                      F-6
<PAGE>

                             Antennas America, Inc.
                    Notes to Financial Statements (continued)


1. Organization and Summary of Significant Accounting Policies (continued)

Depreciation  expense,  which  includes  amortization  of fixed assets  acquired
through capital leases, amounted to $105,976 and $106,048 during the years ended
December 31, 1999 and 1998, respectively.

Substantially  all of the Company's  fixed assets are pledged as collateral  for
debt described in Notes 2 and 3.

Patent Costs

Patent  costs  are  stated  at cost and  amortized  over  ten  years  using  the
straight-line method. Amortization expense amounted to $8,505 and $9,324 for the
years ended December 31, 1999 and 1998, respectively.

Research and Development

Research and development costs are charged to expense as incurred. Such expenses
were $137,000 and $81,000,  respectively,  for the years ended December 31, 1999
and 1998.

Revenue

Revenue is recorded  when goods are shipped.  Sales returns and  allowances  are
recorded  after  returned  goods are  received  and  inspected.  The Company has
several  major  commercial  customers  who  incorporate  its products into other
manufactured   goods,   and  returns   therefrom  have  not  been   significant.
Additionally,  returns  related to retail sales have been  immaterial and within
management's expectations.

Cash

The Company  considers  all highly  liquid  debt  instruments  purchased  with a
maturity of three months or less to be cash.

Fair Value of Financial Instruments

The  Company's  short-term  financial  instruments  consist  of  cash,  accounts
receivable,  and accounts payable and accrued expenses.  The carrying amounts of
these financial  instruments  approximate fair value because of their short-term
maturities.  Financial  instruments  that  potentially  subject the Company to a
concentration   of  credit  risk  consist   principally  of  cash  and  accounts
receivable.

The  Company has several  major  customers  (see Note 7), the loss of any one of
which could have a material  negative impact upon the Company.  The Company does
not hold or issue financial instruments for trading purposes nor does it hold or
issue interest rate or leveraged derivative financial instruments.

Estimates

The preparation of the Company's  financial  statements  requires  management to
make estimates and assumptions that affect the amounts reported in the financial
statements  and  accompanying  notes.  Actual  results  could  differ from these
estimates.


                                      F-7
<PAGE>
                             Antennas America, Inc.
                    Notes to Financial Statements (continued)



1. Organization and Summary of Significant Accounting Policies (continued)

Advertising Costs

Advertising costs are charged to operations when the advertising is first shown.
Advertising  costs  charged to  operations  were  $4,931 and $11,841 in 1999 and
1998, respectively.

2. Notes Payable

Notes   payable  to  others  at  December   31,   1999  and  1998   consists  of
uncollateralized  obligations to  individuals  and vendors and an equipment loan
secured by the piece of equipment as follows:

<TABLE>
<CAPTION>
                                                                               1999             1998
                                                                         ----------------------------------
<S>                                                                           <C>               <C>
    Amount due vendor, interest at 8% per annum, due January 31, 2001         $125,653          $116,345
    Amount due vendor, interest at 10% per annum, due on demand                 95,540            86,484
    Amounts due distributor, interest at 12% per annum, due March 1, 2000       18,603                 -
    Amount due individual without interest, due on demand                            -             8,155
    Amount due for equipment purchase, interest at 9.5% per annum,
        paid in full in February 1999                                                -             3,160
                                                                         ----------------------------------
                                                                               239,796           214,144
    Less current portion                                                      (114,143)          (97,799)
                                                                         ----------------------------------
                                                                              $125,653          $116,345
                                                                         ==================================
</TABLE>

On February 16, 1999,  an agreement  was entered into with one of the  Company's
distributors,  Jasco  Products,  whereby the  distributor  advanced  the Company
$200,000 at an interest rate of 12% until March 1, 2000, and at 14%  thereafter,
and the Company  granted the distributor  options to purchase  500,000 shares of
stock at a price of $.03 per share.  The options were valued in the  transaction
at $6,000.  This  amount  was  recorded  as a discount  to the note and is being
amortized  using the  straight  line method over the term of the note.  The note
will be paid back  through a reduced  price on product as product is shipped and
interest will be paid in cash monthly.  The funds advanced were used for working
capital  purposes.  As shown  above,  the  balance due under this  agreement  at
December 31, 1999 is $18,603, which was paid in full on January 31, 2000.

The vendor notes  outstanding  included in the amount above were entered into in
prior years for services unpaid. The notes are accruing interest monthly.

As of December  31, 1998,  notes  payable to bank  consisted  of an  asset-based
revolving credit line having a maximum  borrowing  amount of $500,000,  of which
$209,892 was  outstanding  at December 31, 1998. The line bore interest at prime
plus 4.5%  (13%)  through  October  1998 and prime plus 6%  thereafter,  and was
collateralized  by accounts  receivable,  inventory and  otherwise  unencumbered
machinery and equipment.  The line had $290,108 of unused credit at December 31,
1998.  This line was  discontinued  by the bank as of  February  1, 1999 and the
Company then entered into an Account Purchase Agreement with another division of
the bank on  February  1, 1999.  All  borrowings  under the first line were paid
using  proceeds  from the new  agreement  and  therefore the balance of the note
payable to the bank is zero at December 31, 1999.



                                      F-8
<PAGE>
                             Antennas America, Inc.
                    Notes to Financial Statements (continued)



2. Notes Payable (continued)

The Account Purchase  Agreement allows the Company to be advanced 85% of certain
approved receivables at a cost of 1% of the receivable for the first 10 days and
1/15 of 1%  thereafter  until the  account  is paid in full.  The  maximum  rate
charged is 9%. The funds are advanced on a nonrecourse basis. As of December 31,
1999, we showed $5,897 as accounts  receivable relating to the unsold 15 percent
of the accounts  receivable which belong to us but which are held by the bank as
a reserve  until the bank is paid for the account  receivable  by the  customer.
This agreement was canceled on March 10, 2000.

3. Capital Lease Obligations

The Company has entered  into  financing  type lease  transactions  with leasing
companies  to  lease  certain  manufacturing  equipment,  office  equipment  and
software.  Most leases  have  bargain  purchase  options at the end of the lease
term.  Scheduled  maturities of the  obligations  as of December 31, 1999 are as
follows:

      2000                                                   $  60,177
      2001                                                       6,425
                                                       -------------------
      Minimum future lease payments                             66,602
      Less interest component                                   (5,645)
                                                       -------------------
      Present value of future net minimum lease
        payments                                                60,957
      Less current portion                                     (54,846)
                                                       -------------------
      Due after one year                                      $  6,111
                                                       ===================

Property and  equipment  includes the  following  amounts for capital  leases at
December 31, 1999:

      Machinery and equipment                                  $121,643
      Software                                                   27,656
      Office equipment                                           20,993
                                                       -------------------
                                                                170,292

      Less accumulated amortization                             (52,928)
                                                       -------------------
                                                               $117,364
                                                       ===================

4. Notes Payable--Officers

As of December  31,  1998,  notes  payable to officers  included  unpaid  salary
accruals due to two of the Company's  officers,  including  Randall P. Marx, the
chief  executive  officer,  who accounted for  approximately  70% of the balance
owed. The advances accrue no interest.  A portion of the balance at December 31,
1998 was a loan to the Company to purchase its computer  network made by another
officer. This loan accrues interest at 8.5%.

During  October  1999,  the note  payable to Randall P. Marx was  exchanged  for
common  stock and warrants in the private  placement  discussed in Note 5. After
withholding  appropriate payroll taxes,  $71,452 was available for the exchange.
From funds  received in the same  private  placement,  the officer  note for the
computer network loan was paid in full. The remaining balance as of December 31,
1999 is for unpaid salary owed to a former  company  officer which is being paid
in weekly installments through June 2000.


                                      F-9
<PAGE>
                             Antennas America, Inc.
                    Notes to Financial Statements (continued)



5. Stockholders' Equity

In January 1996, the Company authorized a stock bonus to one of its officers for
350,000 shares of restricted common stock with a market value of $3,500.  During
the year ended December 31, 1997, the Company accepted stock  subscriptions from
an officer for 300,000 shares of its restricted  common stock.  The market value
of the stock  subscribed at the  subscription  date amounted to $0.05 per share.
These shares were issued during 1998.

During  1998,  the  Company  canceled  51,371  shares of its common  stock.  The
cancellation  relates  to the  1998  settlement  of a  dispute  with  one of the
Company's original shareholders  regarding the actual number of shares issued to
this  shareholder.  There  was  no  gain  or  loss  recognized  related  to  the
cancellation.

The Company  entered into a contract with an investor  relations  firm effective
December  31, 1997 that granted the firm the option to buy  6,000,000  shares of
stock. The total included  2,000,000 shares at $0.06;  2,000,000 shares at $0.10
and  2,000,000  shares  at $0.30.  The  shares  underlying  these  options  were
registered  effective  June 10, 1998 and  1,500,000  of the $0.06  options  were
exercised  by the firm on June 19,  1998.  The  Company  recognized  $40,000  of
consulting  expense in 1998  related to the fair  market  value of these  option
grants.  These options were valued by using the  Black-Scholes  method described
below. The unexercised  4,500,000  options expired during 1998 when the contract
terminated with the investor relations firm.

During the latter six months of 1999, the Company  undertook a private placement
offering of units for $.0525 per unit with each unit  consisting of one share of
the Company's  restricted  common stock and one redeemable common stock purchase
warrant  to  purchase  one share of the  Company's  common  stock.  A minimum of
6,000,000 units and maximum of 22,000,000 units were authorized, and the maximum
offering was sold for a total of $1,155,000.  The warrants included in the units
will  entitle  the holder to purchase  one share of common  stock at an exercise
price of $.175 per share and became  exercisable  on March 14, 2000,  the date a
registration  statement on Form SB-2  relating to the resale of the common stock
sold in this private  placement and the common stock underlying the warrants was
declared  effective  by the  Securities  and Exchange  Commission.  The warrants
expire  March 14,  2001 and may be called for  redemption  by the Company at the
price of $.001 per warrant at any time that the warrants are  exercisable  after
the weighted  average  trading price for the Company's  common stock is at least
$.2275 per share for 20 of 30 consecutive business days.

As of December 31, 1999,  the financial  statements  include  $955,706 of equity
related  to the  private  placement.  The total cash  received  at this date was
$962,331 and expenses were  $78,077.  As discussed in Note 4, in addition to the
net cash proceeds  received from the private  placement,  an officer exchanged a
note  payable for $71,452 of units in the private  placement.  As of January 13,
2000,  the  private  placement  was  completed  with total net cash  proceeds of
$1,005,471 received by the Company, which was received as cash of $1,083,548 and
the cancellation of the officer' note of $71,452,  reduced by offering  expenses
of $78,077.

In November  1997,  the Board of  Directors  approved the  Company's  1997 Stock
Option and Compensation  Plan (the Plan).  Pursuant to the Plan, the Company may
grant  options to purchase an  aggregate of  5,000,000  shares of the  Company's
common  stock to key  employees,  directors,  and other  persons who have or are
contributing to the success of the Company.  The options granted pursuant to the
Plan may be incentive  options  qualifying  for beneficial tax treatment for the
recipient or they may be nonqualified options. The options granted are valued at
the stock price on the date of grant and have varying exercise periods.  Certain
options were granted under agreements  where certain  corporate goals were to be
met before the options could be exercised.  Failure of the Company to meet these
goals would result in the options expiring.

                                      F-10
<PAGE>
                             Antennas America, Inc.
                    Notes to Financial Statements (continued)


5. Stockholders' Equity (continued)

Under the 1997 Stock Option and  Compensation  Plan,  the  following  amounts of
options are outstanding:

<TABLE>
<CAPTION>
                                                             Number of          Weighted Average
                                                              Shares           Exercise Price ($)
                                                       -----------------------------------------------
     <S>                                                      <C>                     <C>
     1998 Activity:
       Outstanding at beginning of year                       1,200,000               0.068
       Granted                                                1,850,000               0.118
       Exercised                                                      -                   -
       Forfeited or expired                                     850,000               0.122
                                                       -----------------------------------------------
       Outstanding at end of year                             2,200,000               0.089
                                                       ===============================================
       Exercisable at end of year                             1,350,000               0.069
                                                       ===============================================

     1999 Activity:
       Outstanding at beginning of year                       2,200,000               0.089
       Granted                                                1,500,000               0.075
       Exercised                                                      -                   -
       Forfeited or expired                                   1,200,000               0.103
                                                       -----------------------------------------------
       Outstanding at end of year                             2,500,000               0.074
                                                       ===============================================
       Exercisable at end of year                             2,150,000               0.070
                                                       ===============================================
</TABLE>

At December  31, 1999,  there are 650,000  options  exercisable  from $0.0475 to
$0.05,  650,000 at $0.06,  750,000  from  $0.08 to $0.095 and  100,000 at $0.15.
These options expire  beginning in 2000 to 2004. The weighted average grant date
fair  values of the options  granted  during 1999 and 1998 were $.063 and $.083,
respectively.  The  weighted  average  remaining  contractual  life  of  options
outstanding  at the end of 1999  and  1998  were  2.29  years  and  2.48  years,
respectively.

The Company has elected to follow  Accounting  Principles Board Opinion No., 25,
Accounting for Stock Issued to Employees  (APB 25), and related  interpretations
in accounting for its employee stock options  because,  as discussed  below, the
alternative fair value accounting provided for under FASB Statement of Financial
Accounting  Standards No. 123,  Accounting for  Stock-Based  Compensation  (SFAS
123), requires use of option valuation models that were not developed for use in
valuing  employee  stock  options.  Under APB 25, if the  exercise  price of the
Company's employee stock options equals the market price of the underlying stock
on the date of grant, no compensation expense is recognized.

Pro forma recognition  regarding net loss and loss per share is required by SFAS
123,  which also requires that the  information  be determined as if the Company
has accounted for its employee stock options under the fair value method of SFAS
123.  The fair value for  options  was  estimated  at the date of grant  using a
Black-Scholes option valuation model with the following assumptions used for all
options  granted in 1998 and 1999:  risk-free  interest rate of 5.5%, a dividend
yield of 0%,  volatility  factors of the expected  market price of the Company's
common  stock of between  1.395 to 1.781,  and an  expected  life of one to five
years.


                                      F-11
<PAGE>
                             Antennas America, Inc.
                    Notes to Financial Statements (continued)



5. Stockholders' Equity (continued)

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded  options which have no vesting  restrictions  and are fully
transferable.  In addition,  option valuation models require the input of highly
sensitive  assumptions,  including the expected stock price volatility.  Because
the  Company's  employee  stock  options  have   characteristics   significantly
different from those of traded  options,  and because  changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion,  the  existing  models do not  necessarily  provide a  reliable  single
measure of the fair value of its employee stock options.

                                             Years Ended December 31,
                                              1999              1998
                                        --------------------------------
      Net loss:
        As reported                        $(572,388)        $(244,726)
        Pro Forma                          $(624,288)        $(285,756)
      Loss per share:
        As reported                           $(0.01)           $(0.00)
        Pro forma                             $(0.01)           $(0.00)

Because  the SFAS 123  method of  accounting  has not been  applied  to  options
granted  prior to January 1, 1995,  the  resulting  pro forma results may not be
representative of that to be expected in future years.

6. Income Taxes

The Company  records the income tax effect of transactions in the same year that
the transactions enter into the determination of income,  regardless of when the
transactions  are  recognized  for tax purposes.  Income tax credits are used to
reduce the  provision  for income  taxes in the year in which such  credits  are
allowed for tax purposes.

Deferred  taxes are  provided  to  reflect  the  income  tax  effects of amounts
included  for  financial  purposes in different  periods than for tax  purposes,
principally accelerated  depreciation for income tax purposes. Such amounts have
not been significant.

Income tax expense  (benefit) for the years ended  December 31, 1999 and 1998 is
as follows:

                                             1999            1998
                                     ----------------------------------
      Current                               $      -       $       -
      Deferred                               335,373        (132,765)
                                     ----------------------------------
      Total                                 $335,373       $(132,765)
                                     ==================================

The  Company has not  recorded a liability  for  federal  income  taxes  payable
currently or deferred to future periods due to the existence of substantial  net
operating loss carryforward amounts available to offset taxable income.



                                      F-12
<PAGE>
                             Antennas America, Inc.
                    Notes to Financial Statements (continued)



6. Income Taxes (continued)

The components of the deferred taxes asset as of December 31 are as follows:

                                                    1999             1998
                                              --------------------------------
      Deferred tax assets:
          Net operating loss carryforwards        $455,876         $382,353
          Inventory reserve                         15,256           11,563
          Accrued expenses                           1,865            8,206
          Bad debt reserves                          5,617            2,411
                                              --------------------------------
                                                   478,614          404,533
      Deferred tax liabilities:
          Property and equipment                   (40,405)         (35,174)
          Other                                          -          (33,986)
                                              --------------------------------
                                                   (40,405)         (69,160)
                                              --------------------------------

      Deferred tax assets                          438,209          335,373
      Valuation allowance                         (438,209)               -
                                              --------------------------------
      Net deferred tax assets                     $      -         $335,373
                                              ================================

A  reconciliation  of federal income taxes  computed by  multiplying  pretax net
income by the  statutory  rate of 34% to the  provision  for income  taxes is as
follows at December 31:

                                                      1999             1998
                                                -------------------------------
      Tax benefit computed at statutory rate        $(80,586)       $(128,347)
      State income tax                                (7,590)         (13,268)
      Valuation allowance                            438,209                -
      Effect of permanent differences                  2,390           (8,358)
      Other                                          (17,050)          17,208
                                                -------------------------------
      Provision for income taxes (benefit)          $335,373        $(132,765)
                                                ===============================

In  accordance  with  Statement of Financial  Accounting  Standard No. 109 (SFAS
109), Accounting for Income Taxes, the Company recorded a valuation allowance in
the  third  quarter  of 1999 for its  deferred  tax  asset  which  is  primarily
attributable  to the net operating  loss  carryover.  At December 31, 1998,  the
realization  of this deferred tax asset was evaluated  based on future  earnings
projections at that time and no valuation reserve was deemed necessary. However,
based on current  results and the near term financial  forecasts of the Company,
an evaluation of the reserve during 1999  determined that it is more likely than
not that the net  operating  loss  asset may not be  realized  and  therefore  a
valuation  allowance  for the full  amount was  recorded.  The Company has a net
operating loss  carryforward  of  approximately  $1,222,000  that will expire in
years beginning in 2004 as follows:

                 2004                    $   95,275
                 2005                       331,357
                 2006                       183,378
                 2018                       369,659
                 2019                       242,519
                                       -------------
                                         $1,222,188
                                       =============



                                      F-13
<PAGE>

                             Antennas America, Inc.
                    Notes to Financial Statements (continued)



7. Sales to Major Customers

The Company  made sales in excess of 10% of its net sales to  unrelated  parties
for the year ended  December  31, 1999 to three  companies  totaling  $3,879,190
(85%) and for the year  ended  December  31,  1998 to three  companies  totaling
$2,418,732 (83%).  Additionally,  the Company had open uncollateralized accounts
receivable  from these customers  aggregating  $182,283 and $275,792 at December
31, 1999 and 1998, respectively.

8. Operating Leases

The Company leases its facilities  under  operating  leases through May 31, 2000
and November 30, 2002.  Minimum future  rentals  payable under the leases are as
follows:

                    2000              $ 86,506
                    2001                17,477
                    2002                16,042
                                      --------
                                      $120,025
                                      ========

Rent expense  amounted to $187,788 and $176,801 for the years ended December 31,
1999 and 1998, respectively.

9. Defined Contribution Plan

On November 23, 1999, the Board of Directors  approved the  establishment of the
Antennas America, Inc. 401(k) Plan for employee contributions  effective January
1, 2000.  Marquette  Trust  Company was  appointed  as plan trustee and will use
American  Skandia  Advisor  Funds,  Inc. Mr.  Sigmund  Balaban,  a member of the
Company's  Board of  Directors,  is the  registered  representative  of American
Skandia Advisor Funds and will receive some  compensation from the transactions.
The Plan will  allow for  discretionary  matching  in  Company  common  stock of
employee  contributions  by the  Company  if the  Company  has a profit  for the
preceding year.





                                      F-14