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, 1998.

[ ]    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, (303) 421-4063
 ------------------------------------------------------------------------------ 
                      (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: $2,926,728

As of March 23,  1999,  the  aggregate  market value of the voting stock held by
non-affiliates of the issuer was approximately  $4,443,088.  This calculation is
based upon the average of the closing bid price of $.07 and ask price of $.09 of
the stock on March 23, 1999.

The  number  of  shares  of the  Registrant's  $.0005  par  value  common  stock
outstanding as of March 23, 1999 was 75,382,957.


<PAGE>


                                     PART 1
Item 1.  Business

         Business  Development.  The Company was organized under the laws of the
State of Utah under the name  Westcliff  Corporation  on September  30, 1987. In
January 1989, the Company  completed a small initial public  offering.  In April
1989, the Company  merged with Antennas  America,  Inc., a Colorado  corporation
that had been  formed in  September  1988 and 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
the Company, all the issued and outstanding stock of Antennas America,  Inc. was
converted into shares of the Company's  common stock, and the Company's name was
changed to Antennas  America,  Inc. Also in April 1989,  the Company  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 report to the number of shares of
the Company's common stock have been adjusted for the effect of the one-for-four
reverse split.

         Business  Of The  Company.  The  Company's  operations  consist  of the
design,  development,  manufacture,  marketing and sale of 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.  The  first  product
introduced  by the Company in this  category was the  disguised  decal  antenna,
which  has been  patented  by the  Company.  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.
For the fiscal year ended  December 31, 1998,  the  patented  decal  antenna and
other conformal  derivatives of the decal antenna accounted for approximately 55
percent of the Company's sales.

                                  GPS Antennas

         The Company has 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 even by  hikers.
Accurate  to within  approximately  100 yards,  there are  several  types of GPS
systems, some of which are the size of a car phone and are very easy to use. The
Company  anticipates  marketing its GPS antenna products on an OEM basis for the
purposes of fleet management and in-vehicle mapping systems.


                                       1

<PAGE>


                                   F Antennas

         In February  1999,  the Company  announced  the  introduction  of a new
antenna  system  designed to provide  wireless  access to the Internet and other
data for laptop  computers.  Utilizing  its  experience  in designing  conformal
antenna  systems,  the  Company's  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.  The Company
will market the new F800 and F900 series antenna systems along with its existing
commercial wireless channels to existing and new OEM customers.

                      Flat Panel and Phased Array Antennas

         The 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.  The Company is currently  developing  and selling
various  versions  of these  antennas to private,  commercial  and  governmental
entities.  The Company's three primary  projects for this antenna design are (i)
the  "off-air"  antennas  for local  television  reception,  (ii) the flat panel
receive and transmit antennas for Micron Communications,  a subsidiary of Micron
Technologies  Inc.  ("Micron"),  and (iii) the 2.4 GHz spread spectrum  wireless
communications antennas.

         Off-Air  Antennas For Local Reception With Satellite And Other TV. Home
satellite   television  systems  recently  have  become  extremely  popular  and
affordable.  The single biggest  drawback to the 18" home TV satellite system is
that the viewer cannot  receive local TV broadcasts  from the satellite  system.
U.S.  federal law prohibits  subscribers  to satellite  services from  receiving
local channels or other network programming from the satellite provider if those
networks are  available  using a VHF/UHF  antenna.  In order to receive local TV
broadcasts,  the viewer must resort to  installing  outdated  receive  equipment
which typically  includes  "rabbit ears" or the  conventional  "yagi"  roofmount
antenna. In December 1996, the Company introduced two new flat conformal antenna
systems to provide local TV reception where digital  satellite systems are used.
These antennas combine the Company's conformal and phased array technology.

         The Company's  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 ideal solution to the problem of local TV program
reception with the popular 18" dishes.


         The WALLDO(TM)  Antenna System is a flat VHF/UHF TV antenna,  measuring
15 1/2"x 13" x 2",  which  attaches to a 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
stations'  transmitters.  Because the WALLDO(TM) antennas can be attached to the
side of a house or to other  structures,  the Company markets the antenna 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.

                                       2
<PAGE>

         New Low Profile Local TV Antennas.  In January 1999,  the Company began
producing  and  delivering  three new low profile  antennas to receive  local TV
broadcasts. These antennas use a revolutionary 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 the Company is 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.  The
Company  will market the new low profile  antenna  systems  along with its other
local TV antennas.

         Flat  Panel  Antennas  for  Micron  Communications.  By  modifying  its
existing  line of flat panel and phased array antenna  designs,  the Company has
developed   and   submitted   prototype   antennas  for  approval  and  possible
incorporation  into  Micron  Communication's   Microstamp(R)  program.  Micron's
Microstamp(R)  product is a small remote  intelligence device that can store 256
bytes of data and communicate by remote antennas with a host computer from up to
40 feet  away.  Typical  applications  for  the  Microstamp(R)  product  include
automatic  fuel  dispensing,   airline  baggage  tracking,  automated  warehouse
solutions and personnel ID and access control.

         MMDS Antennas For Wireless Cable. In 1995, the Company introduced three
new phased array  antenna  systems to the wireless  cable  market.  Known in the
industry as MMDS (Multichannel,  Multipoint Distribution Systems), these antenna
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.

                                 Other Antennas

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

Marketing And Distribution

         The  Company's  commercial  line of antennas is marketed by the Company
directly to  distributors,  installers  and  retailers  of antenna  accessories.
Current   distribution   consists   of  several   domestic   and   international
distributors,  including  several  hundred  active retail  dealers.  The Company
markets  its  diversified  proprietary  designs to its  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. The Company also provides individual catalog and specification
brochures  describing  existing  products.   The  same  brochures  are  used  to
demonstrate the Company's  capabilities to develop related  products for OEM and
other  commercial  customers.  The Company  introduced  its  Internet  web site,
www.antennas.com,  in late 1997.  This web site includes  information  about the
Company's   products   and   background   as  well  as   financial   and   other
stockholder-oriented  information. The web site, among other things, is designed
to  encourage  both  existing and  potential  customers to view the Company as a
potential  source for  diversified  antenna  solutions.  The Company  expects to
continue to receive  inquiries  through the web site that will be pursued by the
Company's in-house sales personnel.  To help customers get answers quickly about
its  products,   the  Company  has  established  a  toll-free  telephone  number
administered by its customer service  personnel from 8:00 a.m. to 5:00 p.m. MST.
All the Company's  products are currently made in the U.S.A.,  which the Company
considers to be a marketing advantage over most of its competitors.  Many of the
products developed by the Company are currently being marketed  internationally.
The  Company  currently  has  seven  international  distributors  marketing  its
products in 12 countries.

                                       3
<PAGE>

         In March  1998,  the  Company  announced  that it had agreed with Jasco
Products, Inc. ("Jasco"),  based in Oklahoma City, Oklahoma, for Jasco to market
the Company's local TV antennas. Under the arrangement, Jasco is responsible for
the  mass-marketing  and  distribution of the 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 the Company's  Dishmate(TM),  Optima(R) and MAX
antennas to consumer  electronics retail customers in the United States,  Mexico
and Central America. The Company's  distribution agreement with Jasco expires in
October  2003,  subject to renewal  for up to two  additional  years.  Jasco has
obtained, effective January 1, 1999, exclusive marketing and distribution rights
to the "GE" brand of  consumer  electronic  accessories  for the United  States,
Mexico, and Central America. In October 1998, the Company announced that certain
of its products,  including the Dishmate(TM),  Optima(R) and recently introduced
MAX local TV antennas, would be marketed on a non-exclusive basis by Jasco under
the GE name beginning January 1, 1999.

Production

         Due to changes made recently to its  production  operations,  including
investments in manufacturing equipment and facilities,  the manufacturing of the
Company's  products  has been more under the  control of the  Company  than ever
before.  The  Company  now  produces  most of the  customized  items  it uses to
manufacture  its  products   excluding  cable,   connectors  and  other  generic
components.  It is  anticipated  that these changes will allow the Company to be
more efficient and more responsive to customers,  will lower the overall cost of
production,  and  will  better  allow  the  Company  to take  advantage  of more
opportunities in the wireless communications market.

Research And Development

         Research and development  costs are charged to operations when incurred
and are included in operating  expenses except when  specifically  contracted by
the Company's customers.  Except for salaries of engineering  personnel involved
in research and development,  the Company's  research and development costs have
not been material.  The Company's  research and  development  personnel  develop
products to meet specific  customer,  industry and market needs that the Company
believes  will  compete  effectively  against  products   distributed  by  other
companies.  Quality assurance programs are implemented into each development and
manufacturing  project,  and the Company enforces strict quality requirements on
components received from non-Company manufacturing  facilities.  The Company has
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.  There can be no
assurance that the Company's  research and  development  activities will lead to
the successful introduction of new or improved products or that the Company 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 that could adversely
affect operating results during any financial period.
 
                                      4

<PAGE>

Employees

         The Company  currently has 41 full time employees  including Randall P.
Marx,  Chief  Executive  Officer  and  Treasurer,   Kevin  O.  Shoemaker,  Chief
Scientist,  and  Richard L.  Anderson,  Vice  President  of  Administration  and
Secretary.  Each of Messrs.  Marx,  Shoemaker  and Anderson is a director of the
Company.

Competition

         The  antenna  and  receiver  industry  is highly  competitive,  and the
Company's  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  its
products,  the Company has encountered  competition from other  companies,  both
domestic  and  international,   marketing  more  conventional  antenna  systems.
Therefore, at the present time the Company's market share of the overall antenna
business is small, but is significantly greater for the non-conventional antenna
market.  The  Company's  antenna  products are designed to be unique and in some
cases are patented.  The Company's products normally compete with other products
principally in the areas of price and performance. However, the Company believes
that its 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.

Government Regulations

         The  Company  is  subject  to  government  regulation  of its  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  Federal
Communications  Commission,  there are no  federal  requirements  for  licensing
antennas that only receive (and do not transmit)  signals.  The Company believes
that its antennas that also transmit signals are in compliance with current laws
and  regulations.  Current  laws and  regulations  are subject to change and the
Company's operations may become subject to additional regulation by governmental
authorities.  A change in either statutes or rules may have a significant effect
on government regulation of the Company's business.

Patents

     Kevin O. Shoemaker, the Company's Chief Scientist, 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 the Company uses for some
of its conformal antennas,  including the vehicular disguised decal antennas and
related products. In addition,  Mr. Shoemaker and Randall P. Marx, the Company's
Chief  Executive  Officer,  are the  record  owners of patents  relating  to the
technique  and design of the  Company's  FREEDOM(TM)  and  WALLDO(TM)  local TV,
VHF/UHF antenna systems and one covering the process used to manufacture certain
of the Company's flat planar antennas.  Furthermore,  Mr. Shoemaker and Mr. Marx
have been notified by the U.S. Patent Office that the pending patent application
for the conformal  FREEDOM(TM) antenna for the RCA style satellite dish has been
approved  which brings the total number of patents of the Company to five,  with
two addition  applications  under consideration. Mr. Shoemaker and Mr. Marx each
has  permanently  assigned to the Company all of his respective  rights in these
and all other antennas that have been and will be developed while he is employed
by  the  Company.  The  Company  seeks  to  protect  its  proprietary  products,
information and technology through reliance on  confidentiality  provisions and,
when practical,  the application of patent,  trademark or copyright laws.  There
can be no  assurance  that such  applications  will  result in the  issuance  of
patents,  trademarks or copyrights of the  company's  products,  information  or
technology.  The  inability of the Company to be able to patent all its products
or processes may be an impediment to its capability to exploit certain expanding
markets.  Even with patents granted,  they may not provide effective  protection
against competitors.

                                       5

<PAGE>

Disclosure Regarding Forward-Looking Statements And Cautionary Statements

         Forward-Looking  Statements.  This Prospectus includes "forward-looking
statements"  within the meaning of Section 21E of the Securities Act Of 1934, as
amended (the "Exchange Act"). 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  the  Company's  financial
position,  business strategy,  plans and objectives of management of the Company
for future operations and capital  expenditures,  and other matters,  other than
historical facts, are forward-looking statements.  Although the Company believes
that the  expectations  reflected  in such  forward-looking  statements  and the
assumptions upon which the forward-looking  statements are based are reasonable,
it 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  the  Company's  expectations  are
disclosed in the following "Cautionary Statements" section and elsewhere in this
Annual Report. All written and oral forward-looking  statements  attributable to
the  Company or  persons  acting on its  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.   Previous  Losses.  From the time that the Company  was formed in  September
     1987 through the fiscal year ended December 31, 1992 and again for the year
     ended December 31, 1998, the Company incurred losses from  operations.  The
     Company operated  profitably during each of the fiscal years ended December
     31, 1993 through 1997. Profits for some of these periods were marginal, and
     there is no assurance that the operations of the Company will be profitable
     in the future.  See the  financial  statements  included in Item 13 of this
     Annual Report on Form 10-KSB.

2.   Rapid Changes In  Technology.  The Company does business in the antenna and
     communications  industries.  These industries are  characterized by rapidly
     developing  technology  and there is no assurance  that the Company will be
     able to keep pace with  development  in  technology.  If the Company is not
     able  to  keep  pace  with   developments  in  technology,   the  Company's
     competitors may be able to offer better products and attract customers away
     from the Company.  The Company engages in research and development in order
     to keep pace with changes in technology.  The costs and expenses associated
     with this research and development increase the Company's overall costs and
     reduce the Company's potential profits or increase the Company's losses.

                                       6

<PAGE>

3.   Protection Of Product Design.  The Company  attempts to protect its product
     designs by obtaining  patents,  when available,  and by  manufacturing  the
     Company's  products in a manner that makes  reverse-engineering  difficult.
     These   protections   may  not  be  sufficient  to  prevent  the  Company's
     competitors  from  developing  products  that  perform in a manner  that is
     similar to or better than the Company's products.  Competitors' success may
     result in decreased margins and product sales for the Company.

4.   Limited Financial  Resources.  The limited financial resources available to
     the Company restrict the Company's ability to grow. In order to develop new
     products to effectively  compete in the satellite  communications,  antenna
     and microwave  industries,  the Company  requires  capital in excess of any
     cash  flow  generated  from  the  Company's  current  operations.   Limited
     financial resources for these purposes may put the Company at a competitive
     disadvantage  as  other  companies  develop  new  products  that  make  the
     Company's products obsolete.  This may result in decreases in the Company's
     revenues and in operating losses for the Company.

5.   Competition. The satellite communications, antenna and microwave industries
     are highly competitive and the Company competes with  substantially  larger
     companies in the production and sale of antennas.  These  competitors  have
     larger sales forces,  more highly developed  marketing  programs,  and more
     administrative  and  service  personnel  than  the  Company.  These  larger
     competitors also have greater  financial  resources  available for research
     and  development  and  marketing of products  competitive  to the Company's
     products.  The Company's  competitive  disadvantages make it more difficult
     for the Company to develop,  market and sell the  Company's  products.  The
     Company  believes,  however,  that  it  will  have  certain  advantages  in
     developing and marketing products utilizing more cost-effective technology,
     to undertake  smaller  projects,  and to respond to customer  requests more
     quickly than larger  competitors.  There is no assurance that these beliefs
     will prove correct.

6.   Availability Of Labor.  The Company  produces and assembles its products at
     its own facility and is dependent on efficient workers for these functions.
     There is no assurance that efficient  workers will continue to be available
     to  the  Company  at a cost  consistent  with  the  Company's  budget.  Low
     unemployment  rates in the  Denver,  Colorado  region  may have an  adverse
     affect on the Company's ability to obtain qualified workers at a reasonable
     cost.

7.   Dependence  On Key  Personnel.  The  success  of  the  Company  is  largely
     dependent upon the efforts of its executive  management,  including Randall
     P. Marx, Chief Executive  Officer of the Company.  The loss of the services
     of any of the Company's  executive  management  could be detrimental to the
     Company because there is no assurance that the Company could replace any of
     these personnel adequately at an affordable compensation level.

8.   Government  Regulation.  The Company is subject to government regulation of
     its business  operations in  general.  In addition,  the Company's  antenna
     products that are designed to send signals are subject to regulation by the
     Federal Communications Commission. Changes in laws or regulations may cause
     the Company's cost of compliance with these laws or regulations to increase
     which  would  reduce  the  Company's  potential  profit,  or  increase  the
     Company's losses.


                                       7


<PAGE>

9.   Inactive Trading Of The Common Stock;  Possible  Volatility Of Stock Price.
     There is an extremely limited public market for the common stock, and there
     is no assurance  that this market will be  sustained  or will  expand.  The
     prices of the Company's  securities  are highly  volatile.  Many  brokerage
     firms have  internal  rules  prohibiting  their  brokers  from  engaging in
     transactions with low-priced  stock. In addition,  some brokerage firms may
     not deal with low priced securities as it may not be economical for them to
     do so. This could have an adverse  effect on developing  and sustaining the
     market for the Company's securities.

     For the foreseeable future,  trading in the Company's  securities,  if any,
     will  occur in the  over-the-counter  market,  and the  securities  will be
     quoted on the OTC Bulletin  Board.  The closing quotes for the common stock
     on March 23,  1999  were  $.07 bid and $.09  asked.  The  Company  does not
     anticipate  that its common  stock will  qualify  for listing on the Nasdaq
     Stock  Market in the near  future.  As a result,  holders of the  Company's
     securities may be unable to sell their  securities when they wish to do so,
     if at all.

10.  Regulation  Of Trading In Low-Priced  Securities  May  Discourage  Investor
     Interest.  Trading in the  Company's  common  stock is subject to the SEC's
     "penny stock" 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
     Commission 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. The Company believes that the penny stock rules discourage  investor
     interest  in,  and limit the  marketability  of,  the  common  stock of the
     Company.

     The penny stock rules would not be applicable to the Company's common stock
     if the common  stock were  trading at a price of at least $5 per share,  if
     the Company's net tangible assets were at least $2 million,  if the Company
     had average annual revenue of at least $6 million for a three-year  period,
     or if the  Company's  common stock were listed on the NASDAQ Stock  Market.
     The  Company  intends to attempt to make its common  stock  exempt from the
     penny stock rules, but it may not be able to qualify for an exemption.

Item 2.  Properties

         The Company is the tenant in a three year lease through May 15, 2000 on
5,100 square feet of office space and 17,500 square feet of production  space in
Wheat Ridge,  Colorado at a cost of approximately $15,600 per month. The Company
also  is  obligated  to pay  for  all  utilities,  taxes  and  insurance  on the
production space. The property is in good condition.

                                       8

<PAGE>


Item 3.  Legal Proceedings

         On February 9, 1998, Mega Circuits, Inc. filed suit against the Company
for payment of  approximately  $33,000 for  components  allegedly  billed to the
Company,  some of which were used for the  Company's  passive  repeater  antenna
system that the Company was forced to recall in 1996. In its answer, the Company
denied any liability to Mega  Circuits,  asserted a number of defenses  based on
Mega Circuits'  failure to deliver proper products  ordered by the Company,  and
asserted a counter claim for damages  resulting  from,  among other things,  the
recall of several thousand of the Company's  passive repeater antennas in fiscal
1996.  The Company and Mega  Circuits  agreed to settle  this  lawsuit  upon the
payment by the Company to Mega Circuits of $17,500.  This amount was paid during
the fourth quarter of 1998.

         On  August  6,  1997,   the  Company  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 the
Company's local TV antennas.  Terk  Technologies  Corporation is a competitor of
the  Company.  The suit was filed in the United  States  District  Court for the
Northern District of Illinois. The suit 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  tortuous   interference  with  prospective   economic   advantage,   unfair
competition  and trade  disparagement  under  Illinois  common law.  The lawsuit
relates  to a report  which the  Company  alleges  falsely  disparages  Antennas
America,  Inc.'s local TV antennas.  Two distributors of the Company's products,
Jasco  Products  Company,  Inc.  and MITO  Corporation,  joined  the  lawsuit as
plaintiffs.

         In May 1998, Terk Technologies Corporation filed a counterclaim against
the  Company  alleging  that the  Company  engaged  in false  and/or  misleading
representations in violation of the Lanham Act, a federal law concerning patents
and  trademarks,  and in consumer  fraud in violation  of the Illinois  Consumer
Fraud and Deceptive  Trade  Practices Act. The  counterclaim  seeks  unspecified
damages,  including costs and punitive  damages.  The counterclaim also requests
that the Company withdraw and correct alleged deceptive statements attributed to
the  Company.  The  Company  filed an answer  to the  counterclaim  denying  the
allegations  and denying  that the Company was  responsible  for the  statements
attributed to the Company.

         In October  1998,  the Court  dismissed  the action while  allowing the
Company to file a  pretrial  order  with the Court  setting  forth the basis for
trying the case. In January 1999,  the case was  reinstated.  The Company is now
proceeding with the discovery process from the defendants in this case.

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

         The  Company's  common stock is traded in the  over-the-counter  market
through the "pink sheets" and the OTC Bulletin Board.  The Company's  securities
are not quoted on any established  stock exchange or on the NASDAQ Stock Market.


                                       9
<PAGE>

Trading  in the  Company's  securities  is very  limited  and  prices are highly
volatile.  Quotations  provided  below  for the past two  fiscal  years  are the
inter-dealer  quotations  provided by the National  Quotations  Bureau,  without
retail markup,  markdown or commission,  and do not necessarily represent actual
transactions.

                                  Common Stock
                                  ------------
                                          Bid
                                          ---
Quarter Ended                   High               Low
-------------                   ----               ---

March 31, 1997 ............     .20               .06
June 30, 1997 .............     .06               .04
September 30, 1997 ........     .12               .03
December 31, 1997 .........     .09               .04
March 31, 1998 ............     .165              .05
June 30, 1998 .............     .125              .075
September 30, 1998 ........     .10               .04
December 31, 1998 .........     .045              .0175

         On March 23, 1999,  the closing bid and asked prices for the  Company's
common stock were $.07 and $.09  respectively.  On December 31, 1998, the number
of  Shareholders  of record of the Company was 337. The Company has not declared
or paid any cash  dividends on its common stock since its formation and does not
presently  anticipate  paying  any cash  dividends  on its  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,
                                                            ------------
                                                          1998         1997
                                                       ---------    ---------
Components of Working Capital (Deficit)
         Cash ......................................   $  17,555    $  61,642
         Accounts Receivable .......................     336,732      327,685
         Inventory .................................     300,366      508,554
         Other Current Assets ......................      21,938       72,469
         Accounts Payable ..........................    (351,793)    (415,377)
         Notes Payable and Capital Lease Obligations    (370,348)    (504,535)
         Notes Payable - Officers ..................     (33,274)         -0-
         Other Current Liabilities .................     (77,548)     (29,642)
         Total Working Capital (Deficit) ...........    (156,372)      20,796
                                                                             

         The  $177,168  decrease  in  working  capital  was  primarily  due to a
decrease  in  inventory  reflecting  a  $60,000  inventory  write-off,   $30,000
inventory  reserve and better inventory  management  resulting in more inventory
turns.  Better inventory  management also led to a decrease in accounts payable.
Also contributing to the decrease in working capital were a decrease in cash and
other current  assets which were offset by the  reclassification  of $113,000 of
liabilities from current to long term.



                                       10
<PAGE>


         The Company had total assets of  $1,480,905  as of December 31, 1998 as
compared  with  $1,627,071  as of December 31, 1997, or a 9.0% decrease from the
prior  year.  Total  liabilities  were  $1,126,283  as of  December  31, 1998 as
compared  with  $1,147,114  as of December 31,  1997,  or a 1.8%  decrease.  The
decrease in total assets is primarily due to the inventory  write off of $60,000
and  inventory  reserve of  $30,000;  more  inventory  turns  resulting  in less
inventory at the end of the period; and a decrease in cash.

         The  Company's  net worth  was  $354,622  as of  December  31,  1998 as
compared with $479,957 as of December 31, 1997. The issuance of common stock and
options  for  certain  administrative  expenses  and  the  exercise  of  options
increased  equity by $119,386 which was offset by the net loss for the period of
$244,726.  As a  result  of past  operations,  the  Company  has an  income  tax
operating  loss  carryforward  of  approximately  $1,025,000.  The  Company  has
determined the likelihood of profitability for the year ending December 31, 1999
and  future  years  thereafter  and has  recorded  a  $335,373  benefit  for net
operating loss carryforward as provided for in Statement of Financial Accounting
Standards No. 109,  Accounting for Income Taxes,  that it reasonably  expects to
use.

         The Company's  ability to generate sales revenues is dependent upon its
ability to create new products  through the funding of research and  development
and to satisfy  product orders by paying for materials and overhead  required in
the production  process.  On May 23, 1997, the Company secured a credit facility
with Norwest Business Credit,  Inc., a subsidiary of Norwest Bank,  Minneapolis,
Minnesota.  The credit  facility  was a $500,000  revolving  loan secured by the
Company's accounts  receivable,  inventory and equipment.  Effective January 31,
1999, this facility was terminated by Norwest Business Credit and on February 1,
1999,  the Company  entered  into an account  purchase  agreement  with  another
division of Norwest  Business  Credit.  This 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% each day  thereafter  until the  account is
paid in full.  The maximum rate charged is 9% of the receivable  value.  Norwest
Business Credit  advances the funds on a non-recourse  basis and upon payment by
the customer  pays the  non-factored  amount to the Company,  less the factoring
fees. As with the credit facility, the Company is using the proceeds for working
capital,  capital expenditures associated with its product development,  and for
general corporate purposes.

         Effective  February 16, 1999,  an agreement was entered into with Jasco
Products,  the Company's  distributor  for the  Dishmate(TM),  Optima(R) and MAX
antennas.  Under this  agreement,  Jasco  advanced  the  Company  $200,000 at an
interest rate of 12% until March 1, 2000, and at 14% thereafter, and the Company
granted Jasco options to purchase 500,000 shares of stock at a price of $.03 per
share.  The note  will be paid  back  through a  reduced  price on  product  and
interest  will be paid monthly.  The funds  advanced by Jasco are being used for
working capital purposes.

         The  Company's  future  capital  requirements  will  depend  upon  many
factors,  including the  recruitment of key technical and management  personnel,
the need to maintain  adequate  inventory  levels to meet projected  sales,  the
expansion  of its  marketing  and  sales  efforts,  requirements  of  additional
manufacturing   equipment,  and  the  success  of  the  Company's  research  and
development efforts.

                              Results of Operations

         Fiscal  Year Ended  December  31,  1998  Compared  To Fiscal Year Ended
December 31, 1997

         For the year ended December 31, 1998, the Company's total revenues were
$2,926,728 as compared with  $3,012,266 for the prior year. The 2.8% decrease in
revenues  is  primarily  attributable  to the  delay  of the  Company's  planned
introduction  of its new line of local TV  antennas  until the first  quarter of
1999, and therefore  there was not an increase in sales of local TV antennas for
1998.


  
                                     11

<PAGE>

         The  Company's  net results  decreased  to a $244,726 net loss from net
income of  $134,500  for 1997.  The loss was  attributable  to  several  factors
including  the  transition  to a new  antenna  system  for one of the  Company's
largest OEM  customers,  the  maintenance  of  production  overhead  despite the
seasonal  lag in sales of the  local TV  antenna  systems,  increased  marketing
costs, increases in general and administrative  expenses incurred to support the
Company's   additional   infrastructure,   and  contractual  investor  relations
consulting  fees of $30,000 and certain  one-time  related costs amounting to an
additional $57,000.

         The  increase  in  selling,  general  and  administrative  expenses  to
$1,301,421  in 1998 from  $850,536  in 1997 is  attributable  to the  previously
mentioned  contractual  investor relations fees, increases in administrative and
sales  salaries,  additional  legal  fees  associated  with a lawsuit  against a
competitor, and higher depreciation related to capital additions in 1998 and the
last half of 1997.

         Interest expense  increased by $11,544 for 1998 over 1997. The increase
is primarily  attributable  to the costs  associated with the capital leases the
Company entered into during 1997 and 1998 for software, manufacturing and office
equipment.

                              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 the Company's  computer  programs or
equipment  using  internal  programs may recognize a date using "00" as the year
1900  rather  than the year  2000.  This  could  result 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.

         To date, the Company has reviewed its financial accounting software and
system and has determined it is fully Year 2000 compliant.  The Company has also
been  informed by vendors that major pieces of office and  production  equipment
used by the Company are Year 2000 compliant.

         The Company has initiated a review of its relationships  with suppliers
and vendors to determine if there will be an impact to the Company's  operations
due to a Year 2000 issue with a vendor's or supplier's  system. The Company does
not  rely on any sole  source  vendors,  and most  items  can be  obtained  from
alternate  sources if a  preferred  supplier  is not able to meet the  Company's
needs. Because this review is not completed, the Company has not yet developed a
contingency  plan for any  vendors  that  may not be Year  2000  compliant.  The
Company  anticipates that its contingency plan will include utilizing  alternate
suppliers  and vendors.  Using  alternate  vendors may not be efficient for some
products though,  due to required set up time for a new vendor.  This vendor and
supplier  review and a related  contingency  plan is expected to be completed in
the first half of 1999. Costs to date to become Year 2000 compliant and expected
costs in the future are not anticipated to be significant.

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.

                                       12

<PAGE>

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

         The Company filed a Form 8-K dated January 6, 1999 reporting the change
in its  independent  public  accountants  to  Ernst & Young  LLP  from  James E.
Scheifley & Associates,  P.C. The  information in the 8-K report is incorporated
herein by reference.


                                    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 ........   46   Chief Executive Officer; Treasurer; and          1990
                                     Director                                         
                                                                                      
     Kevin O. Shoemaker .....   44   Chief Scientist and Director                     1989
                                                                                      
     Richard L. Anderson ....   50   Vice President; Secretary; and Director          1994
                                                                                      
     Julie H. Grimm .........   32   Chief Financial Officer                          --
                                                                                      
     Bruce Morosohk .........   40   Director                                         1989
                                                                                      
     Sigmund A. Balaban .....   57   Director                                         1994
                                                                                      
     Donald A. Huebner ......   54   Director                                         1998
                                                                                
</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 the Company  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  served as the Chairman of the Board of the Company
from 1989 to March 1999.  He also served 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.



                                       13
<PAGE>


         Richard  L.  Anderson  has served as a director  of the  Company  since
December  1994.  From  March  until  December  1995,  he served  as a  part-time
consultant to assist with the general  operations of the Company.  Since January
1996,  Mr.  Anderson  has served as Vice  President  of  Administration  for the
Company, 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 the Chief  Financial  Officer  of the  Company
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.

         Bruce  Morosohk has served as a director of the Company  since 1989. He
also  served as  Secretary  from 1988  until  March 1998 and as  Treasurer  from
November 1991 to December 1994.  From 1980 until 1991, Mr. Morosohk was employed
by R. Greenberg and  Associates,  a private film production  firm,  serving as a
cameraman from 1981 to 1991, as manager of the Animation Department from 1988 to
1989, and as Director of Animation from 1989 to 1991.

         Sigmund A. Balaban has served as director of the Company 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.

         Donald A.  Huebner has served as a director  of the  Company  since May
1998.  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 the Company 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.

         Each of the Company's  officers serves at the pleasure of the Company's
Board of Directors.  The only family  relationship  among the Company's officers
and directors is that Messrs. Shoemaker and Morosohk are brothers-in-law.


                                       14

<PAGE>

Section 16(a) Beneficial Ownership Reporting Compliance

         Section  16(a) of the Exchange Act  requires the  Company's  directors,
executive officers and holders of more than 10% of the Company's 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 the Company.  The Company  believes  that during the year ended  December 31,
1998,  its  officers,  directors  and holders of more than 10% of the  Company's
common stock  complied  with all Section  16(a) filing  requirements.  In making
these statements,  the Company has relied upon the written representation of its
directors  and officers and the  Company's  review of the monthly  statements of
changes filed with the Company by its officers and directors.

Item 10.  Executive Compensation

Summary Compensation Table

         The  following  table  sets  forth in  summary  form  the  compensation
received during each of the Company's three  successive  completed  fiscal years
ended December 31, 1998 by the Chief Executive Officer and Chairman Of The Board
of the  Company.  No  executive  officer  of the  Company,  including  the Chief
Executive Officer and the Chairman Of The Board, received total salary and bonus
exceeding  $100,000  during  any of the three  successive  fiscal  years  ending
December 31, 1998.

<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                   1998     90,000     -0-         -0-            -0-        -0-        -0-          -0-
Chief Executive Officer,        
Treasurer and a Director          1997     75,000   10,100        -0-            -0-        -0-        -0-          -0-
                                
                                  1996     75,000     -0-         -0-            -0-        -0-        -0-          -0-
                                
Kevin O. Shoemaker                1998     64,187     -0-         -0-            -0-        -0-        -0-          -0-
Chairman of the Board,          
Chief Scientist, and a            1997     54,000     -0-         -0-            -0-        -0-        -0-          -0-
Director                        
                                  1996     54,000     -0-         -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,  the Company
     did not pay any other  annual  compensation  not  properly  categorized  as
     salary  or  bonus,  including  perquisites  and  other  personal  benefits,
     securities or property.

(4)  The  Company  does 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 the Company's 1997 Stock Option And Compensation Plan.

(5)  All other compensation  received that the Company could not properly report
     in any other  column of the Summary  Compensation  Table  including  annual
     Company  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, the Company.


                                       15

<PAGE>

         1997 Stock Option And Compensation Plan. 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
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  directors  of the  Company  who are not also
employees of the Company ("Outside Directors").  The option committee may be the
entire Board or a committee of the Board.

         At the time of their election,  Outside Directors automatically receive
non-exercisable options to purchase 250,000 shares pursuant to the Plan. 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 of the  Company's  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,  at an  exercise  price of $.08 per share,
pursuant to the Plan on November 19, 1997. All of these options are  exercisable
until  November  19, 2002.  Mr.  Balaban  then  received  options to purchase an
additional  250,000  shares at an exercise  price of $.095 per share on June 24,
1998. Of this grant,  150,000 shares were  exercisable at December 31, 1998. Mr.
Huebner  received  options to purchase  250,000  shares at an exercise  price of
$.085 per share on May 15, 1998. Of this amount,  200,000 had become exercisable
at December 31, 1998.

         Compensation  Of Outside  Directors.  In addition to the stock  options
described in the preceding paragraphs,  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 the Company's  restricted  common stock at a rate per share equal
to the  fair  market  value  of the  Company's  common  stock on the date of the
meeting  by  informing  the  Company's  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 the Company.

         Prior to the adoption of the Plan in November 1997, the Company 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
have now become  exercisable.  Of the options granted to Mr.  Anderson,  150,000
became  exercisable  when Mr. Anderson was an Outside Director and the remaining
100,000  cannot  become  exercisable  as long as Mr.  Anderson is an officer and
employee of the Company. These options expire on January 3, 2000.


                                       16

<PAGE>

         Also  prior to  adoption  of the  Plan,  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  have  become  exercisable  and  expire on
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.  The Outside  Director  Options and
the  Outside  Director  Shares  granted  prior to May 15,  1998 were  subject to
shareholder approval. As of December 31, 1998, a total of 83,796 shares of stock
had been granted to the Outside Directors in lieu of meeting fees.

         Option  Grants.  In addition to the  automatic  grant of options to the
Outside  Directors  described  above under "1997 Stock  Option And  Compensation
Plan",  stock options have been granted  pursuant to the  Company's  Plan on two
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 an employee of the Company.  These options also were to
become  exercisable upon certain corporate goals being. As of December 31, 1998,
the corporate  goals were not met and these options  expired.  Also 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,
the Company's Chief  Financial  Officer.  Of these options,  options to purchase
100,000 shares became  exercisable on July 27, 1998 and the remaining options to
purchase  200,000  shares  will  become  exercisable  on  April  28,  1999.  The
respective options terminate two years after they first become exercisable.

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

         Effective as of March 19, 1998, the Company  entered into an employment
agreement with Kevin O. Shoemaker, the Chief Scientist of the Company and an 8.5
percent  stockholder.  The  Employment  Agreement  provides  for a  term  ending
December  31, 1999 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 the Company has net profits of at least  $300,000 for that fiscal year and if
Mr.  Shoemaker  contributes  a  reasonable  amount of  finished  products to the
Company's  assortment  of  existing  products  for that  fiscal  year.  If these
criteria  are met,  Mr.  Shoemaker  will  receive a bonus in 1999  ranging  from
$10,000 if the Company has net profits in the applicable fiscal year of at least
$300,000  up to a  bonus  of  $30,000  if the  Company  has 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 the prior written  consent of
the Company.

         The Company entered into a written employment agreement with Randall P.
Marx,  the Company's  Chief  Executive  Officer and Treasurer on October 1, 1998
with an effective date of September 1, 1998. Mr. Marx is the beneficial owner of
8.6 percent of the Company's  stock.  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  operations  of the Company per fiscal year for each
fiscal year during the term.  As a part of this  agreement,  Mr. Marx has agreed
not to  compete  with  the  Company  for a period  of two  years  following  his
termination as an employee of the Company.


                                       17

<PAGE>

         The  Company  entered  into an  employment  agreement  with  Richard L.
Anderson, 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  provides  that options to purchase  150,000
shares will become  exercisable if the Company has net operating income ("NOI"),
determined  after  subtracting  interest  expense  but before  adding any income
related to forgiveness of indebtedness owed by the Company,  of between $300,000
and $599,000 in 1998, options to purchase 300,000 shares will become exercisable
if 1998 NOI is between  $600,000 and $899,999,  and options to purchase  500,000
shares  will become  exercisable  if 1998 NOI is at least  $900,000.  Options to
purchase an additional  150,000  shares will become  exercisable  if 1999 NOI is
between  $400,000 and $699,999,  options to purchase  300,000 shares will become
exercisable  if 1999 NOI is  between  $700,000  and  $999,999,  and  options  to
purchase  500,000  shares  will  become  exercisable  if  1999  NOI is at  least
$1,000,000.  These options will become exercisable upon the determination of the
respective NOI and expire two years after becoming exercisable.  The options for
1998 did not  become  exercisable  based on the  results  of  operations  of the
Company.  The exercise price for the options that could have become  exercisable
based on 1998 results was $.135 per share and the exercise  price of the options
that could become exercisable based on 1999 results is $.135 per share.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

         The following table summarizes certain information as of March 23, 1999
with respect to the beneficial  ownership of the Company's  common stock by each
director,  by all executive officers and directors as a group, and by each other
person known by the Company to be the beneficial owner of more than five percent
of the Company's common stock:



<PAGE>

<TABLE>
<CAPTION>

                                                                         Number of Shares
Name and Address of Beneficial Owner                                    Beneficially Owned       Percent of Class
-------------------------------------------------------------------- -------------------------- --------------------

<S>                                                                         <C>                        <C>
Richard L. Anderson                                                         1,481,000 (1)               2.0
Antennas America Inc.
4860 Robb Street, Suite 101
Wheat Ridge, CO 80033

Sigmund A. Balaban                                                          1,062,209 (2)               1.4
10 Grecian Street
Parsippany, NJ 07054

Randall P. Marx                                                             6,520,000 (3)               8.6
Antennas America Inc.
4860 Robb Street, Suite 101
Wheat Ridge, CO 80033

Bruce Morosohk                                                              5,491,117 (4)               7.3
Antennas America Inc.
4860 Robb Street, Suite 101
Wheat Ridge, CO 80033
</TABLE>

                                       18

<PAGE>

<TABLE>
<CAPTION>
                                                                         Number of Shares
Name and Address of Beneficial Owner                                    Beneficially Owned       Percent of Class
-------------------------------------------------------------------- -------------------------- --------------------
<S>                                                                       <C>                         <C>
Kevin O. Shoemaker                                                          6,434,474 (5)               8.5
Antennas America Inc.
4860 Robb Street, Suite 101
Wheat Ridge, CO 80033

Donald A. Huebner                                                             267,697 (6)                *
6305 W. Apache Drive
Larkspur, CO 80118

Julie H. Grimm                                                                300,000 (7)                *
Antennas America Inc.
4860 Robb Street, Suite 101
Wheat Ridge, CO 80033

All Officers and Directors as a group (seven persons)                       21,556,497                 28.0
                                                                           (1)(2)(6)(7)

Rocky Mountain Gastroenterology P.C. Profit Sharing Trust                    4,750,000                  6.2
6550 West 38th Avenue, Suite 300
Wheat Ridge, CO 80033
</TABLE>

*  Less than one percent.

(1)  Includes  636,500 shares owned by the Lloyd Anderson  Marital Trust B Dated
     June 21, 1990, for which Richard L. Anderson serves as trustee; and options
     under the Plan to purchase 150,000 shares for $.05 per share that expire on
     January 3, 2000; does not include  options to purchase  500,000 shares that
     could become  exercisable  during  fiscal year 2000 if certain  performance
     criteria  are  met  during  1999.  See  above,  "Employment  Contracts  And
     Termination Of Employment And Change-In-Control Arrangements".

(2)  Includes  options  under the Plan to  purchase  250,000  shares at $.05 per
     share until  January 3, 2000,  options  under the Plan to purchase  250,000
     shares at $.0475 per share until  December 26, 2001,  and options under the
     Plan to purchase  250,000 shares at $.08 per share until November 19, 2002,
     all of which  currently  are  exercisable,  and  options  under the Plan to
     purchase 250,000 shares at $.095 per share until June 24, 2003,  200,000 of
     which currently are exercisable.

(3)  Includes  435,000  shares owned by the Harold and Theora Marx Living Trust,
     of which Mr. Marx's  parents are trustees.  Mr. Marx  disclaims  beneficial
     ownership of these shares.

(4)  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.

(5)  Does not include 5,491,117 shares owned by Bruce Morosohk,  Mr. Shoemaker's
     brother-in-law,  as to which  shares  Mr.  Shoemaker  disclaims  beneficial
     ownership.

(6)  Consists of Outside  Director  Options  under the Plan to purchase  250,000
     shares  at $.085 per share  until May 15,  2003 all of which are  currently
     exercisable.

(7)  Consists  of options  under the Plan to purchase  100,000  shares of common
     stock for $.105 per share,  which expire on July 27,  2000,  and options to
     purchase  200,000  shares to become  exercisable  on April 28,  1999 and to
     expire on April 28, 2001.

                                       19

<PAGE>

Item 12.  Certain Relationships and Related Transactions

         Not applicable.

Item 13.  Exhibits and Reports on Form 8-K

         (a)   Financial Statements

         Reports of Independent Auditors..................................F-1

         Balance Sheet at December 31, 1998...............................F-3

         Statements of Operations for the Years Ended
                December 31, 1998 and 1997................................F-4

         Statements of Changes in Stockholders' Equity
                for the Years Ended December 31, 1998 and 1997............F-5

         Statements of Cash Flows for the Years Ended
                December 31, 1998 and 1997................................F-6

         Notes to Financial Statements....................................F-7

         (a)(2)  Exhibits.

                                  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)


                                       20

<PAGE>

                     
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
10.2b                Employment  Agreement  dated as of  October 1, 1998 between
                     the Company and Richard L. Anderson
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)

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)

      (b) Reports on Form 8-K. Just subsequent to the last quarter of the fiscal
          year ended December 31, 1998, the Company filed one report on Form 8-K
          for an event occurring on December 7, 1998.














                                       21

<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 31, 1999         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 31, 1999                     /s/ Richard L. Anderson
                                                   -----------------------------
                                                   Richard L. Anderson, Director



                 March 31, 1999                     /s/ Sigmund A. Balaban
                                                   -----------------------------
                                                   Sigmund A. Balaban, Director



                 March 31, 1999                     /s/ Randall P. Marx
                                                   -----------------------------
                                                   Randall P. Marx, Director



                 March 31, 1999                     /s/ Bruce Morosohk
                                                   -----------------------------
                                                   Bruce Morosohk, Director



                 March 31, 1999                     /s/ Kevin O. Shoemaker
                                                   -----------------------
                                                   Kevin O. Shoemaker, Director



                 March 31, 1999                     /s/ Donald A. Huebner
                                                   -----------------------------
                                                   Donald A. Huebner, Director


                                       22
<PAGE>


                                                  





                         Report of Independent Auditors

The Board of Directors and Stockholders
Antennas America, Inc.

We have audited the accompanying  balance sheet of Antennas America,  Inc. as of
December  31,  1998,  and the  related  statements  of  operations,  changes  in
stockholders'  equity,  and cash flows for the year 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 audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 audit provides 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, 1998,  and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.


/s/Ernst & Young, LLP
Denver, Colorado
March 12, 1999




                                      F-1
<PAGE>




                          Independent Auditor's Report

Board of Directors and Stockholders
Antennas America, Inc.

We have audited the consolidated  balance sheet of Antennas America,  Inc. as of
December 31, 1997, and the related consolidated statements of income, changes in
stockholders'  equity,  and cash flows for the year 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 audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above, present
fairly, in all material  respects,  the financial  position of Antennas America,
Inc. as of December  31, 1997 and the results of its  operations  and cash flows
for the year then  ended,  in  conformity  with  generally  accepted  accounting
principles.



                                        James E. Scheifley & Associates, P.C.
                                        Certified Public Accountants

Englewood, Colorado
March 6, 1998



                                      F-2
<PAGE>


                             Antennas America, Inc.
                                  Balance Sheet
                                December 31, 1998
<TABLE>
<CAPTION>

Assets
Current assets:
<S>                                                                                        <C>         
   Cash                                                                                      $     17,555
   Accounts receivable, less allowance for doubtful accounts of $6,465                            336,732
   Inventory                                                                                      300,366
   Prepaid expenses                                                                                21,938
                                                                                           ----------------
Total current assets                                                                              676,591

Property and equipment, at cost, net of accumulated
   depreciation                                                                                   404,814

Other assets:
   Deferred tax asset, noncurrent                                                                 335,373
   Intangible assets, net of accumulated amortization of $49,419                                   40,539
   Deposits and other long term assets                                                             23,588
                                                                                           ----------------
Total assets                                                                                   $1,480,905
                                                                                           ================

Liabilities and stockholders' equity 
]  Current liabilities:
   Note payable-bank                                                                          $   209,892
   Notes payable-others                                                                            97,799
   Notes payable-officers                                                                          33,274
   Current portion of capital lease obligations                                                    62,657
   Accounts payable                                                                               351,793
   Accrued expenses                                                                                77,548
                                                                                           ----------------
Total current liabilities                                                                         832,963

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

Commitments

Stockholders' equity:
   Common stock, $.0005 par value, 250,000,000 shares
     authorized, 75,371,847 shares issued and outstanding                                          37,686
   Additional paid-in capital                                                                     937,839
   Accumulated deficit                                                                           (620,903)
                                                                                           ----------------
Total stockholders' equity                                                                        354,622
                                                                                           ----------------
Total liabilities and stockholders' equity                                                     $1,480,905
                                                                                           ================
</TABLE>

See accompanying notes.

                                      F-3

<PAGE>


                             Antennas America, Inc.
                            Statements of Operations

<TABLE>
<CAPTION>

                                                                                Year ended December 31,
                                                                                1998              1997
                                                                       ------------------------------------

<S>                                                                          <C>               <C>       
Sales, net                                                                   $2,926,728        $3,012,266
Cost of sales                                                                 1,922,522         1,890,657
                                                                       ------------------------------------
Gross profit                                                                  1,004,206         1,121,609
Selling, general and administrative expenses                                  1,301,421           850,536
                                                                       ------------------------------------
Income (loss) from operations                                                  (297,215)          271,073

Other income (expense):
   Interest expense                                                             (83,774)          (72,230)
   Other income                                                                   3,498             3,810
                                                                       ------------------------------------
Total other income (expense)                                                    (80,276)          (68,420)
                                                                       ------------------------------------

Income (loss) before income taxes                                              (377,491)          202,653
Provision for (benefit from) income taxes                                      (132,765)           68,153
                                                                       ------------------------------------
Net income (loss)                                                           $  (244,726)      $   134,500
                                                                       ====================================

Net income (loss) per share                                                      $0.00              $0.00

Weighted average shares outstanding                                          74,676,836        73,189,422

</TABLE>

See accompanying notes.



                                      F-4
<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, 1996       73,189,422      $36,595       $801,039         $(510,677)      $   3,500        $330,457 
Exercise of stock options                 -            -              -                 -          15,000          15,000
Net income                                -            -              -           134,500               -         134,500
                              ---------------------------------------------------------------------------------------------
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          1,500,000          750         73,691                 -               -          74,441
    options
Common stock issued for              83,796           42          4,908                 -               -           4,950
    directors' fees
Net loss                                  -            -              -          (244,726)              -        (244,726)
                              ---------------------------------------------------------------------------------------------
Balance, December 31, 1998       75,371,847      $37,686       $937,839         $(620,903)      $       -        $354,622
                              =============================================================================================

</TABLE>

See accompanying notes.











                                      F-5
<PAGE>


                             Antennas America, Inc.

                            Statements of Cash Flows
<TABLE>
<CAPTION>

                                                                               Year ended December 31,
                                                                                1998             1997
                                                                          ----------------------------------
Operating activities
<S>                                                                           <C>             <C>     
Net income (loss)                                                             $ (244,726)     $  134,500
Adjustments to reconcile net income (loss) to net cash provided by
   operating activities:
     Depreciation and amortization                                               115,372          54,735
     Loss on disposal of property and equipment                                   25,478               -
     Noncash expense for issuance of stock and options                            44,950               -
     Accrued interest on notes payable added to principal                         15,974          10,323
     Accrued salary added to note payable                                          7,308               -
     Deferred tax expense (benefit)                                             (132,764)         68,153
     Changes in operating assets and liabilities:
       (Increase) decrease in accounts receivable                                 (9,047)       (161,274)
       (Increase) decrease in inventory                                          208,188        (312,705)
       (Increase) decrease in prepaid expenses                                    53,803         (38,996)
       (Increase) decrease in other assets                                       (12,976)         13,500
       Increase (decrease) in accounts payable and accrued expenses               (3,115)        233,120
                                                                          ----------------------------------
Net cash provided by operating activities                                         68,445           1,356

Investing activities
Patent acquisition costs                                                         (14,665)        (12,940)
Acquisition of plant and equipment                                               (73,070)       (245,315)
                                                                          ----------------------------------
Net cash used in investing activities                                            (87,735)       (258,255)

Financing activities
Proceeds (reductions) from revolving credit line                                 (40,837)        293,330
Repayment of notes and leases payable                                            (84,400)        (46,425)
Proceeds from equipment refinancing                                               32,104               -
Proceeds from exercise of options                                                 69,336               -
Common stock subscriptions                                                             -          15,000
Proceeds from officer loan                                                             -           9,500
Repayment of officer loans                                                        (1,000)         (8,500)
                                                                          ----------------------------------
Net cash provided by (used in) financing activities                              (24,797)        262,905
                                                                          ----------------------------------

Net increase (decrease) in cash                                                  (44,087)          6,006
Cash, beginning of year                                                           61,642          55,636
                                                                          ----------------------------------
Cash, end of year                                                             $   17,555      $   61,642
                                                                          ==================================

Supplemental cash flow information:
  Cash paid for interest                                                      $   63,271      $   61,907
  Cash paid for income taxes                                                           -               -
Noncash investing and financing activities:
  Capital lease obligations incurred                                              53,137               -
  Tax benefit related to stock options                                             5,100               -


</TABLE>

See accompanying notes.


                                      F-6
<PAGE>



                             Antennas America, Inc.
                          Notes to Financial Statements
                                December 31, 1998


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.

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, 1998:

           Raw materials                                            $161,295
           Work in progress                                          134,034
           Finished goods                                             36,037
                                                                 ------------
                                                                     331,366
           Inventory reserve                                         (31,000)
                                                                 ------------
           Net inventory                                            $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. When assets are retired or otherwise disposed of, the cost and the
related  accumulated  depreciation  are  removed  from  the  accounts,  and  any
resulting gain or loss is recognized in operations  for the period.  The cost of
repairs and  maintenance is charged to operations as incurred,  and  significant
renewals or betterments are capitalized.




                                      F-7
<PAGE>


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

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

Property and equipment consist of the following at December 31, 1998:

           Machinery and equipment                           $439,332
           Computer equipment and software                     93,897
           Furniture and fixtures                              62,779
           Leasehold improvements                              29,204
                                                          --------------
                                                              625,212
           Accumulated depreciation                          (220,398)
                                                          ==============
                                                             $404,814
                                                          ==============

Depreciation  expense  amounted to $106,048  and $49,934  during the years ended
December 31, 1998 and 1997, 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 $9,324 and $8,272 for the
years ended December 31, 1998 and 1997, respectively.

Research and Development

Research and  development  costs are charged to expense as incurred.  Such costs
were not material for the years ended December 31, 1998 and 1997.

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. In 1997, the
Company began retail sales of its product through a distributor. Returns related
to such 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.




                                      F-8
<PAGE>


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


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

Income (Loss) Per Share

In February 1997, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standard No. 128 (SFAS 128), Earnings Per Share. SFAS 128
supersedes and simplifies the existing computational guidelines under Accounting
Principles Board (APB) Opinion No. 15, Earnings Per Share.  Among other changes,
SFAS 128 eliminates the  presentation of primary earnings per share and replaces
it with basic  earnings  per share for which common  stock  equivalents  are not
considered  in the  computation.  It also  revises  the  computation  of diluted
earnings per share.  The income (loss) per share is computed by dividing the net
income  (loss)  for the year by the  weighted  average  number of common  shares
outstanding  for the year.  Income  (loss) per share is  unchanged  on a diluted
basis.

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.  Additionally, the
Company  maintains  a  line  of  credit  with  one  financial  institution.  The
maintenance  of  a  satisfactory   relationship  with  this  institution  is  of
significant  importance  to 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.

Advertising Costs

Advertising costs are charged to operations when the advertising is first shown.
Advertising  costs  charged to  operations  were $11,841 and $40,940 in 1998 and
1997, respectively.

Reclassifications

Certain amounts in the December 31, 1997 financial  statements were reclassified
to conform with the December 31, 1998 presentation.



                                      F-9
<PAGE>


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


2. Notes Payable

Notes payable to bank consists 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  (13.75% at December 31, 1998), and is
collateralized  by accounts  receivable,  inventory and  otherwise  unencumbered
machinery and equipment.  The line has $290,108 of unused credit at December 31,
1998.  This line was  discontinued  by the  bank as of  January 31, 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.  This 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% each day  thereafter  until the  account is
paid in full.  The  maximum  rate  charged  is 9%. The funds are  advanced  on a
nonrecourse basis.

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

<TABLE>
<CAPTION>

<S>                                                                     <C>     
     Amount due vendor, interest at 8% per annum, due January 31, 2000   $116,345

     Amount due vendor, interest at 10% per annum, due on demand           86,484
                                                                            
     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  
                                                                         -------- 
                                                                          214,144 
     Less current portion                                                  97,799   
                                                                         -------- 
                                                                         $116,345 
                                                                         ========                     
</TABLE>
                                                                         
3. Capital Lease Obligations

During 1997 and 1998 the Company 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, 1998
are as follows:

        1999                                                      $  78,463
        2000                                                         59,429
        2001                                                          6,324
                                                                ------------
        Minimum future lease payments                               144,216
        Less interest component                                     (21,532)
                                                                ------------
        Present value of future net minimum lease payments          122,684
        Less current portion                                        (62,657)
                                                                ------------
        Due after one year                                        $  60,027
                                                                ============

                                      F-10

<PAGE>


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


3. Capital Lease Obligations (continued)

Property  and  equipment  include the  following  amounts for capital  leases at
December 31, 1998:

                Machinery and equipment                             $121,643
                Software                                              27,656
                Office equipment                                      19,885
                                                                --------------
                                                                     169,184
                Less accumulated amortization                        (26,366)
                                                                --------------
                                                                    $142,818
                                                                ==============

4. Notes Payable-Officers

Notes payable to officers  includes  unpaid  advances and salary accruals due to
two of the Company's  officers,  including  Randall P. Marx, the chief executive
officer,  who accounts for  approximately  70% of the balance owed. The advances
accrue no  interest.  A  portion  of the  balance  is a loan to the  Company  to
purchase  its  computer  network  made by  another  officer.  This loan  accrues
interest at 8.5%.

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 at $0.06;  2,000,000 at $0.10 and 2,000,000
at $0.30. Sales of the shares underlying these options were registered effective
June 8, 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.

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



                                      F-11
<PAGE>


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


5. Stockholders' Equity (continued)

the recipient or they may be  nonqualified  options.  The exercise prices of the
options  granted are determined by the stock price on the date of grant and have
varying  exercise  periods.  Certain options were granted under agreements where
certain  performance  standards  were to be met  before  the  options  could  be
exercised.  Failure  of the  Company  to meet these  goals  would  result in the
options  expiring.  Under  this plan,  the  following  amounts  of  options  are
outstanding:
<TABLE>
<CAPTION>

                                                              Number of           Weighted Average
                                                               Shares              Exercise Price
                                                       ---------------------- -----------------------

       1997 Activity:
<S>                                                          <C>                      <C>   
         Outstanding at beginning of year                       650,000                $0.049
         Granted                                                550,000                 0.091
         Exercised                                                    -                     -
         Forfeited                                                    -                     -
       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

</TABLE>

At December 31, 1998, the price range of options that are exercisable is $0.0475
to $0.105.  These options expire beginning in 2000 to 2003. The weighted average
grant date fair  values of the options  granted  during 1998 and 1997 were $.083
and $.070, 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 income and earnings 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 these options was estimated at the date of grant
using a Black-Scholes  option  valuation  model with the following  assumptions:
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 two to five years.



                                      F-12
<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
option, the existing models do not necessarily provide a reliable single measure
of the fair value of its employee stock options.

                                              1998                 1997
                                       ------------------   ------------------

        Net income (loss):
          As reported                      $(244,726)            $134,500
          Pro forma                        $(285,756)            $125,590
        Earnings per share:
          As reported                         $0.00                $0.00
          Pro forma                           $0.00                $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 net 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.  For the years  ended  December  31,  1998 and 1997,  the
Company  made  estimates of the future  utilization  of its net  operating  loss
carryforward. These estimates account for the deferred tax asset recorded.

Income tax expense  (benefit) for the years ended  December 31, 1998 and 1997 is
as follows:

                                                    1998           1997
                                              -------------- --------------
        Current                               $          -    $         -
                                                        
        Deferred                                  (132,765)        68,153
                                              -------------- --------------
        Total                                    $(132,765)       $68,153
                                              ============== ==============


                                      F-13
<PAGE>


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


6. Income Taxes (continued)

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.

The components of the net accumulated deferred income tax asset are as follows:
<TABLE>
<CAPTION>

                                                                    1998            1997
                                                             --------------- ----------------
        Deferred tax assets:
<S>                                                               <C>               <C>     
            Net operating loss carryforwards                      $ 382,353         $221,572
            Inventory reserve                                        11,563             -
            Accrued expenses                                          8,206             -
            Bad debt reserves                                         2,411             -
            Other                                                        -            2,298
                                                             --------------- ----------------
                                                                    404,533          223,870

        Deferred tax liabilities:
            Property and equipment                                 (35,174)         (26,361)
            Other                                                  (33,986)             -
                                                             --------------- ----------------
                                                                   (69,160)         (26,361)
                                                             --------------- ----------------

        Net deferred tax assets                                   $ 335,373         $197,509
                                                             =============== ================
</TABLE>

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:
<TABLE>
<CAPTION>

                                                                      1998                 1997
                                                            -------------------- --------------------
       Tax expense (benefit) computed at
<S>                                                                <C>                  <C>    
         statutory rate                                            $(128,347)           $68,902
       State income tax                                              (13,268)             6,687
       Effect of permanent differences                                (8,358)                 -
       Other                                                          17,208             (7,436)
                                                            -------------------- --------------------
       Provision for income taxes (benefit)                        $(132,765)           $68,153
                                                            ==================== ====================
</TABLE>

The Company has determined that  profitability  for the year ending December 31,
1999 and beyond is  reasonably  possible and has recorded the benefit of the net
operating  loss  carryforward  as provided for in FAS 109. The Company has a net
operating loss  carryforward  of  approximately  $1,025,000  that will expire in
years beginning in 2004 as follows:

                   2004                                          $   39,000
                   2005                                             336,000
                   2006                                             235,000
                   2018                                             415,000
                                                              ---------------
                                                                 $1,025,000
                                                              ===============


                                      F-14

<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, 1998 to three  companies  totaling  $2,418,732
(83%) and for the year ended  December  31,  1997 to two  companies  aggregating
$2,279,467 (76%).  Additionally,  the Company had open uncollateralized accounts
receivable  from these customers  aggregating  $275,792 and $144,377 at December
31, 1998 and 1997, respectively.

8. Operating Leases

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

                      1999                                      $185,756
                      2000                                        70,153
                                                             -------------
                                                                $255,909
                                                             =============

Rent expense  amounted to $176,801 and $190,217 for the years ended December 31,
1998 and 1997, respectively.


                                      F-15