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, 1996.

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

Commission File No. 0-18122

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

           UTAH                                          87-0454148
--------------------------------                    ------------------
  (State or other jurisdiction                         (IRS Employer
of incorporation or organization)                   Identification No.)


           4860 ROBB ST., SUITE 101, WHEAT RIDGE, COLORADO 80033-2163
           ----------------------------------------------------------
                    (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(g) of the Exchange Act:
      --------------------------------------------------------------------

                          $.0005 par value common stock

Check  whether the issuer (1) filed all reports  required by Section 13 or 15(d)
of the  Securities  Exchange  Act of 1934 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 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:  $1,975,184

As of March 31,  1997,  the  aggregate  market value of the voting stock held by
non-affiliates of the issuer was approximately  $6,715,000.  This calculation is
based upon the average of the bid price ($.10) and ask price ($.15) of the stock
on March 31, 1997.

The  number  of  shares  of the  Registrant's  $.0005  par  value  common  stock
outstanding as of March 24, 1997 was 73,539,422.



<PAGE>


                                     PART 1

Item 1.  Business.
------------------

     Business Development. Antennas America, Inc., formerly Westflag Corporation
which was formerly  Westcliff  Corporation (the "Company"),  was organized under
the laws of the State of Utah on September 30, 1987 for the purpose of acquiring
one or more  businesses.  In January  1989,  the Company  completed  its initial
public  offering of 10,544,650  units at $.04 per unit resulting in net proceeds
to the  Company of  approximately  $363,000.  (The number of units and price per
unit have been adjusted to reflect the Company's  one-for-four  reverse split in
April 1989 that is described below).  Each unit consisted of one share of common
stock,  one  Class A  Warrant  and one  Class B  Warrant.  All the Class A and B
Warrants  expired  without  exercise  and no longer  exist.  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.

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

     Business  Of  Issuer.  The  Company's  operations  consist  of the  design,
development,  marketing and sale of a  diversified  line of antennas and related
wireless  communication  systems,  including conformal and phased array antennas
and spread spectrum radio systems.

Principal Products.
-------------------

                               Conformal Antennas.
                               -------------------

     A  conformal  antenna  is one  that is  constructed  so  that  it  conforms
technically and physically to its product  environment.  The original product in
this category is the  disguised  decal  antenna,  which has been patented by the
Company and which is an alternative to the  conventional  wire type antenna used
for numerous applications,  including Cellular,  UHF, VHF, ETACS, GSM, PCS, SMR,
Passive  Repeater  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  discernible
from the outside of the vehicle.

     Several derivative  products of this antenna design have been developed for
special  applications and O.E.M.  customers.  For the fiscal year ended December
31, 1996,  the patented  decal antenna and other  conformal  derivatives  of the
decal antenna accounted for approximately 90 percent of the Company's sales with
two customers'  purchases of patented antenna products accounting for 65 percent
of the Company's  current sales. As of March 31, 1997, based on existing orders,
and the  Company's  anticipated  sales,  the  Company  believes  that  these two
customers will represent  approximately  40% percent of the Company's  sales for
the fiscal year ending December 31, 1997.

     The Company has designed  five new  conformal  antenna  systems,  including
three off-air antennas to receive local TV broadcasts, a GPS (Global Positioning
Systems) antenna, and PCS (Personal Communications Systems) antenna. The Company
believes  that  these  new  conformal  antenna  systems  will  provide  the same
advantages  as the  other  mobile  conformal  antenna  systems  currently  being
produced by the Company.



                                        2

<PAGE>

                             Phased Array Antennas.
                             ----------------------

     The phased array  antenna is a flat antenna  that  incorporates  a group of
constituent  antennas all of which are equidistant  from the center point.  This
type of antenna is typically 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 the phased array antenna to
private, commercial and governmental entities. As described below, the Company's
three  primary  projects  for the phased  array  antenna  are (i) the flat panel
antenna for Micron  Communications,  a subsidiary  of Micron  Technologies  Inc.
("Micron"),  (ii) the MMDS phased array antenna  systems for the wireless  cable
market,  and (iii) the "off-air"  antennas for  satellite  and other  television
reception.

     Flat Panel  Antenna  for Micron  Communications.  After  several  months of
modifications to the Company's previously  developed flat antennas,  the Company
has  been  producing,  since  February  1997,  three  flat  panel  antennas  for
incorporation into Micron's Microstamp  program.  The Microstamp Program is new,
and volume through April 1997 has been light,  but the Company  anticipates that
this volume will increase during the second half of 1997.

     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 System),  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  up to 30 miles by  installing  a receive  antenna on the  subscriber's
home.

     When Congress passed the 1996  Telecommunications  Act, among other things,
it  allowed  telecommunications  companies  to  compete  directly  in the  video
distribution market. This allowed companies such as BellSouth,  Pacific Telesis,
Bell Atlantic and Nynex to use this  technology to deliver video  programming to
selected major markets.  Each of the above companies is now involved in the MMDS
industry and some have purchased existing and new licenses for certain marketing
areas.

     The Company's MMDS antennas  replace  conventional  grid antennas  commonly
installed as the receiving  antenna on customers'  rooftops.  The product offers
several features over conventional  parabolic antennas in that it is flat, has a
higher  efficiency  allowing for a smaller  size,  and can be mounted in several
locations  in the home such as windows,  an eave or the chimney.  Typically  the
Company's  phased  array  products  perform  on an equal  basis to  conventional
antennas with cost savings and substantial  installation and maintenance savings
to the MMDS service provider.  The Company did not sell any of its MMDS antennas
in  1996.  This  is  primarily  due to the  industry's  transition  from  analog
transmissions  to digital  transmissions.  The  Company's  existing flat antenna
technology will operate with analog or digital equipment. It is anticipated that
the Company's MMDS antenna sales, although limited, will resume in 1997.

     Off-Air  Antennas For  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. In order to receive local


                                        3

<PAGE>


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  three new flat  conformal
antenna systems for the digital satellite TV market.  These antennas combine the
Company's conformal and phased array technology.

     The Company's FREEDOM(TM) Antenna System, is a flat UHF/VHF TV antenna that
conforms to the back of the satellite dish.  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 UHF/VHF TV antenna,  measuring 15
1/2"x 13" x 2". This  antenna is  designed so that it conceals  the fact that an
outdoor antenna has been installed.  Both 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. The Company will market
the antennas 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.

     The Company will market these  products as consumer  electronics  products.
The Company will sell them to distributors, satellite dish installers and retail
stores.  The Company is currently offering two FREEDOM(TM)  antennas:  Freedom 1
fits most of the existing 18" dishes on the market;  the Freedom 2 fits the Sony
and Philips/Magnavox  dishes with production scheduled to begin on the Freedom 2
antenna in April of 1997. The Company has received much interest  concerning its
FREEDOM(TM) and WALLDO(TM) antennas,  and as of March 31, 1997, had a backlog of
a total of 15,000 Freedom and Walldo antennas.

     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.

                             Spread Spectrum Radio.
                             ----------------------

     The Company has been  working on  development  of a spread  spectrum  radio
which  continues to be in the Beta testing  stage.  The product  consists of the
Company's  unique flat antenna  design  combined with the Company's  proprietary
design of a spread  spectrum  radio  transceiver  operating  at 915 MHz.  Spread
spectrum radios allow for a frequency range to be more efficiently  utilized and
thereby provide for many more users per channel than conventional  radios. Using
the  Company's  flat  antenna  design  will  allow a  wireless  point  to  point
communication of data  transmission for several miles.  Spread spectrum products
are gaining in popularity resulting from the creation of rules permitting spread
spectrum  transmitters to operate on an  uncoordinated  basis without  requiring
individual user licenses.  Before a spread  spectrum radio may be marketed,  the
product must be  type-accepted  by the Federal  Communications  Commission  (the
"FCC").  The Company has completed all FCC testing of its spread  spectrum radio
by an independent  testing  laboratory and has received its FCC type  acceptance
identifying number which permits it to market the spread spectrum radio pursuant
to certain frequency  restrictions.  The spread spectrum radio can send data for
several miles,  daisy chain or relay for longer  distances,  stores and forwards
data, and is designed to directly  connect to a Hayes Modem  Compatible command


                                        4

<PAGE>

set.  It is unique in that it  transfers  data long  range,  has 8 analog  and 2
digital  inputs  which  allows the units to turn  devices on and off, to monitor
meters or equipment from long range, all at a competitive  cost. The Company has
experienced delays with respect to the development of the spread spectrum radio.
The  engineering   department  of  the  Company   believes  that  the  technical
development  of the  spread  spectrum  radio is  complete.  However,  during the
periods of delay that the  Company has  experienced  in the  development  of the
spread spectrum radio,  the Company has  incorporated a universal  manufacturing
process for all its antennas that would have to be altered significantly at this
time in order to  produce  the  spread  spectrum  radio as  originally  planned.
Therefore,  the  Company  currently  intends to allocate  its limited  available
resources  to the  production  and  marketing  of its  other  new  and  existing
products.  At such time that the Company  initiates  the  production  design and
marketing of the spread spectrum  radio,  there is no assurance that the markets
will still  exist as the  Company  initially  identified  or that the  Company's
radio, as designed, will be able to be produced at a competitive price.

Marketing And Distribution.
---------------------------

The Company's line of mobile  disguised decal antennas and off-air  antennas are
marketed by the Company  directly to  distributors,  installers and retailers of
antenna  accessories.  Current  distribution  consists of several  domestic  and
international  distributors and approximately 150 active retail dealers.  During
1996,  revenues for the mobile  disguised  decal  antenna  products  constituted
approximately  20 percent  of the  Company's  total  sales.  The  balance of the
Company's  sales in 1996 were  primarily  to  original  equipment  manufacturers
(O.E.M.) for the  incorporation  of the  Company's  products  into or with their
respective products.

Production.
-----------

The  Company  made  many  changes  to its  production  operations  in  1996.  In
anticipation  of  continued  growth,  investments  were  made in  personnel  and
manufacturing   facilities  along  with  additional  capital   expenditures  for
manufacturing equipment. The manufacturing of the Company's products is now more
under the control of the Company than ever before.  It is anticipated that these
changes  will  allow  the  Company  to be more  efficient,  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  and  software  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 were not material in 1995 or 1996.  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, quality and delivery
expectations may exceed original estimates that could adversely affect operating
results during any financial period.

Employees.
----------

The Company  currently  has 35 full time  employees  including  Randall P. Marx,
Chief Executive Officer and Treasurer, Kevin O. Shoemaker, Chairman of the Board
and Chief Scientist, Richard L. Anderson, Vice President of Administration,  and
Bruce  Morosohk,  Secretary.  Each of  Messrs.  Marx,  Shoemaker,  Anderson  and
Morosohk is a director of the Company.


                                        5

<PAGE>

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,  larger sales  organizations  and
production capabilities.  In marketing its products, the Company has encountered
competition from other companies  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  regulated by the Federal  Communications  Commission,
there are no federal  requirements for licensing antennas that only receive (and
do not transmit) signals.  However, the Company is subject to FCC regulations as
they relate to spread  spectrum  radios.  All spread spectrum radios must be FCC
type  accepted  in  accordance  with FCC  rules and  regulations  prior to being
marketed  or sold and must meet and  maintain  certain  restrictions  concerning
transmitted  power,   effective  radiated  power,   processing  gain  and  other
restrictions.  The Company  received  its type  acceptance  code from the FCC in
December  1994,  and  therefore  it is not  restricted  from  selling the spread
spectrum radios.

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 and Chairman of the Board, has
applied for and received a U.S.  patent,  subject to annual renewal fees,  valid
through the year 2007,  for  microstrip  antennas  and multiple  radiator  array
antennas.  This is the  design  the  Company  uses for  some of its flat  planar
antennas.  Mr. Shoemaker also has received 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,  local  broadcast  antennas and other  products.  Mr.
Shoemaker  and Randall P. Marx,  the Company's  Chief  Executive  Officer,  have
jointly  applied for  additional  patents  which  include  the  process  used to
manufacture  certain  of  the  Company's  flat  planar  antennas  and  conformal
antennas,  the  technology  required  for  certain  of the  Company's  conformal
antennas to function,  and the design of certain of the Company's products.  Mr.
Shoemaker  and Mr.  Marx each has  assigned  to the Company all of his rights in
these and all other  antennas  that are  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



                                        6

<PAGE>

that such  applications  will result in the issuance of patents,  trademarks  or
copyrights of the Company's products, information or technology.

Disclosure Regarding Forward-Looking Statements And Cautionary Statements
-------------------------------------------------------------------------

     Forward-Looking  Statements.  This Annual  Report on Form  10-KSB  includes
"forward-looking" statements within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than
statements of historical facts included in this Annual Report, including without
limitation   statements  under  "ITEM  1.  DESCRIPTION  OF   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, and
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 the  forward-looking  statements and the assumptions upon which the
forward-looking  statements are based are  reasonable,  it can give no assurance
that  such  expectations  and  assumptions  will  prove  to have  been  correct.
Additional  statements  concerning  important  factors  that could cause  actual
results  to  differ  materially  from the  Company's  expectations  ("Cautionary
Statements")  are disclosed  below in the  "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.  Operating  History.  From the date of  incorporation  in September 1987
through the fiscal year ended  December 31, 1992,  the Company  incurred  losses
from  operations.  For the fiscal years ended December 31, 1993, 1994, 1995, and
1996,  respectively,  the  Company  operated at a profit.  Although  the Company
believes that it will be able to continue to operate  profitably as it has since
1993,  there is no assurance that the operations of the Company will continue to
be profitable.  See the financial  statements included in Item 13 of this Annual
Report on Form 10-KSB.

     2. Developments In Technology. The communications industry and particularly
the  microwave  and  satellite   communications   and  antenna   industries  are
characterized  by rapidly  developing  technology.  Changes in technology  could
affect  the  market  for  the  Company's  products  and  necessitate  additional
improvements  and  developments  to  the  Company's  products.  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,  quality and
delivery  expectations may exceed original estimates that could adversely affect
operating results during any financial period.

     3. Patents. Kevin O. Shoemaker,  the Company's Chief Scientist and Chairman
of the Board,  has applied  for and  received a U.S.  patent,  subject to annual
renewal fees, valid through the year 2007, for microstrip  antennas and multiple
radiator  array  antennas.  This is the design the Company  uses for some of its
flat  planar  antennas.  Mr.  Shoemaker  also has  received a U.S.  patent for a
serpentine  planar  broadband  antenna valid through the year 2011.  This is the


                                        7

<PAGE>


design that the Company uses for some of its conformal  antennas,  including the
vehicular  disguised  decal  antennas and related  products.  Mr.  Shoemaker and
Randall P. Marx, the Company's Chief Executive Officer, have jointly applied for
a patent for the  process  used to  manufacture  certain of the  Company's  flat
planar antennas. Mr. Shoemaker and Mr. Marx each has assigned to the Company all
of his rights in these and all other  antennas  that are  developed  while he is
employed by the Company.  Although, when practical,  the Company intends to file
for patent  protection  on all of the  products or  processes  that it feels are
proprietary  in nature,  it may not be able to obtain patent  protection for all
its  products.  The  inability  of the  Company  to be able to patent all of 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.

     4. Limited Financial Resources. The Company has limited financial resources
available to it, and this may restrict the Company's ability to grow. Additional
capital  from  sources  other than the  Company's  cash flow may be necessary to
develop new  products,  and there is no assurance  that such  financing  will be
available from any source.  Management  believes that it can sustain its current
business  without  additional  funding,  but it may not be able to increase  the
Company's business as desired without additional funding.

     5. Competition.  The communications industry is highly competitive, and the
Company competes with substantially  larger companies in the production and sale
of antennas.  In addition,  these  competitors have larger sales forces and more
highly developed marketing programs as well as larger  administrative staffs and
more available service personnel.  The larger competitors also will have greater
financial  resources available to develop and market competitive  products.  The
presence of these competitors may be a significant impediment to any attempts by
the Company to develop its business. The Company believes, however, that it will
have  certain  advantages  in  attempting  to develop  and  market its  products
including a more  cost-effective  technology,  the ability to undertake  smaller
projects, and the ability to respond to customer requests more quickly than some
larger  competitors.  There is no assurance  that these  conclusions  will prove
correct.

     6.  Dependence  On Major  Customers.  The  Company has two  customers  that
currently  account for approximately 65 percent of its sales. The loss of either
of these customers could have a material adverse effect on the Company.

     7.  Availability Of Labor.  The Company produces and assembles its products
at its own facility and is  dependent  on efficient  workers for this  function.
There is no assurance  that  efficient  workers will continue to be available to
the Company at a cost consistent with the Company's budget.

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

      9. Government Regulation.  The Company is subject to government regulation
of its  business  operations  in general.  Antennas  that are  designed  only to
receive signals are not currently  subject to regulation by the FCC, but certain
of the Company's new products are subject to regulation by the FCC.  There is no
assurance that  subsequent  changes in laws or  regulations  will not affect the
Company's operations.


                                        8

<PAGE>

Item 2. Properties.
-------------------

The  Company is the tenant on a three year lease  which  expires May 31, 1999 on
5,100 square feet of office space and 17,500 square feet of production  space in
Wheat  Ridge,  Colorado  at a cost of  $13,765.49  per  month.  The  Company  is
obligated to pay for all utilities, taxes and insurance on the production space.
The  Company  believes  that the current  office and  warehouse  facilities  are
adequate for its  activities  through the term of the lease.  The property is in
good condition.

Item 3. Legal Proceedings.
--------------------------

In August 1996, the Company entered into a distribution agreement concerning the
FREEDOM(TM) antenna with SeaSharp Products,  Inc. (the  "Distributor").  Part of
the obligations of the  Distributor  were to meet a minimum monthly sales quota.
The  Distributor  breached  the  Agreement in  September  1996,  and the Company
terminated  the Agreement as of October 1, 1996.  After the  termination  of the
Agreement,  the Distributor claimed that the intellectual property rights of the
FREEDOM(TM)  antenna  belonged to the  Distributor.  On December 11,  1996,  the
Company sought  Declaratory  Judgment in the District Court,  Jefferson  County,
Colorado, case number 96-CV-2782,  as to the termination of the Agreement and to
the  Distributor's  claims to intellectual  property rights to the antenna.  The
Distributor  has filed a response and  counterclaim  which,  among other things,
claims that the  Distributor  allegedly  developed,  designed and engineered the
antenna.  The case is still  pending and is in its initial  stages.  The Company
believes that the claims  concerning  intellectual  property are totally without
merit and that the agreement was properly terminated pursuant to its terms.

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

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

                                     Part II

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

Trading in the Company's  securities is very limited. 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.  Because  trading  in the  Company's
securities is so limited, 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
                                                               ---
                                                       High           Low
                                                       ----           ---
         Quarter Ended
         -------------
                  March 31, 1995 ..............         .03           .001
                  June 30, 1995 ...............         .08           .02
                  September 30, 1995 ..........         .05           .03
                  December 31, 1995 ...........         .05           .01



                                        9

<PAGE>

                  March 31, 1996 ..............        .05           .02
                  June 30, 1996 ...............        .24           .04
                  September 30, 1996 ..........        .14           .03
                  December 31, 1996 ...........        .06           .03

As of March 31, 1997,  the reported bid and ask prices for the Company's  common
stock were $.10 and $.15  respectively.  The  Company  had 333  shareholders  of
record as of December  31,  1996.  The Company has not declared or paid any cash
dividends on its Common Stock and it is not  anticipated  that dividends will be
paid in the foreseeable future.


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

                         Liquidity and Capital Resources
                         -------------------------------

The following  table sets forth certain  selected  financial data of the Company
for 1996 and 1995:

                                                           December 31,
                                                           ------------
                                                     1996             1995
                                                     ----             ----

   Components of Working Capital (deficit)
   ---------------------------------------
   Cash                                            $55,635           $ 15,911
   Accounts Receivable                             166,441            275,571
   Inventory                                       195,848            162,316
   Deferred Tax Asset                              264,988            136,000
   Other Current Assets                                0                3,645
   Accounts Payable                               (188,865)          (279,743)
   Notes Payable                                  (168,689)          (144,433)
   Other Current Liabilities                       (22,934)           (26,646)

   Total Working Capital (deficit)                 302,424            142,621


     The Company has total assets of  approximately  $944,232 as of December 31,
1996 as compared with $887,279 as of December 31, 1995.  Total  liabilities  are
$613,775 as of December  31, 1996 as compared  with  $741,892 as of December 31,
1995. The 6% increase in assets and 19% decrease in liabilities is primarily due
to $210,000 of equity  funding  received in 1996 and as a result of the one time
increase in the tax asset account.

     The Company has a net worth of $330,457 as of December 31, 1996 as compared
with  $145,387  as of December  31,  1995.  This  improvement  results  from the
increase in the tax asset account and due to $210,000 of equity funding received
in 1996, which was partially offset by a $30,000 stock  repurchase.  As a result
of past operations, the Company has an income tax operating loss carryforward of
$507,851.  The Company has determined the likelihood of continued  profitability
for the year ending  December 31, 1997 and has  recorded a $265,662  benefit for
net operating  loss  carryforward  as provided for in FAS-109 that it reasonably
expects to utilize.

                                       10

<PAGE>


     The  Company's  ability to generate  sales  revenues is dependent  upon its
ability to pay for research and development,  materials and overhead required in
the  production  process.  In 1993 the Company  entered into an  agreement  with
National Factoring  Services of Denver,  Colorado pursuant to which the Company,
at  management's  discretion,  can  be  advanced  up  to  80%  of  its  approved
receivables  at a cost of .17% per day or 5% for 30 days.  Effective  March  20,
1997,  the  factoring  fees were reduced to a cost of 1% for every 10 days or 3%
for 30 days that the receivables are factored.  The other terms of the factoring
agreement  remained  the  same.  National  Factoring  advances  the  funds  on a
non-recourse  basis to the Company and, upon payment received from the customer,
deducts the  appropriate  factoring  fees,  if any,  together  with the factored
portion  of the  account,  and  pays the  non-factored  amount  to the  Company.
Generally, the Company uses the funds to pay current suppliers, general overhead
costs, past debt, and costs associated with the development of new products.

     At  December  31,  1996 and as of the date of this  report,  the Company is
operating on a positive cash flow basis from its operations. However, due to the
growth rate  expected by the Company in 1997,  in lieu of  utilizing a factoring
arrangement,  management believes that it may be better served by a conventional
bank  line of  credit or by  raising  additional  capital  through  the  private
placement of debt or equity. The Company is currently pursuing such conventional
bank  financing in an effort to better meet its  projected  demand and lower its
overall  interest  and  finance  costs.  In the  event  that  such  a  financing
arrangement  cannot be reached,  the Company  will  continue to use its existing
arrangement  with National  Factoring  Services until such time that  additional
capital is made available.

     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, 1996 Compared To Fiscal Year
Ended December 31, 1995
------------------------------------------------------------

     For the year ended  December 31, 1996,  the Company's  total  revenues were
$1,975,184  as compared  with  $2,029,942  for the prior year.  The  decrease in
revenues is  attributable to a design change and resulting lower antenna cost to
the Company's largest customer, the breach of a distribution agreement by one of
the  Company's  former  distributors,  and the  absence of sales of the  Passive
Repeater  Antenna  during  most of fiscal  1996 due to a  sub-contractor  of the
Company  providing  sub-standard  materials  for  products  shipped  in the last
quarter  of  1995  and  the  first  quarter  of  1996.   The  Company   recalled
approximately 65,000 Passive Repeaters, which affected revenues by approximately
$175,000.  The defective product has been  successfully  reworked and sales have
resumed in 1997.

     The  Company's net income  decreased to $9,746 from $367,477 in 1995.  This
decrease  was due to the  absence  of the one  time  increase  in the Tax  Asset
Account in 1996 of $265,662,  the recall and subsequent cost associated with the
recall and reworking of the Passive  Repeater antenna in 1996, and the breach of
a  distribution  agreement  by one of the  former  distributors  of the  Company
causing  delays  in the  sale of  inventory  in 1996  that  previously  had been
manufactured by the Company.

The increase in selling, general and administrative expenses to $744,673 in 1996
from $639,007 in 1995 is attributable to the Company's  increase in personnel in
anticipation  of  increased  activity  and revenue  for fiscal 1996 and 1997,  a
decrease in the outsourcing of certain production functions of the Company,


                                       11

<PAGE>


adding   production  space  and  personnel  to  production  and   administrative
positions, and the related costs associated with these positions.

     Interest expense increased by $14,001 for fiscal 1996 over fiscal 1995. The
increase is attributable  to the Company's  costs  associated with its factoring
arrangement  pursuant  to which the  Company  factors  certain  of its  accounts
receivable in order to pay its expenses on a timely basis and maintain increased
production levels.

Item 7.  Financial Statements.
-------  ---------------------

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

Item 8. Changes In and Disagreements With Accountants On Accounting and
        Financial Disclosures.
------------------------------------------------------------------------

Not applicable.


                                    PART III

Item 9.  Directors, Executive Officers, Promoters And Control Persons:
         Compliance With Section 16(a) Of the Exchange Act.
-----------------------------------------------------------------------

The Officers and Directors of the Company are as follows:

Name                            Age            Title
----                            ---            -----

Randall P. Marx                  44            Chief Executive Officer;
                                               Treasurer; and Director

Kevin O. Shoemaker               42            Chairman of the Board; Chief
                                               Scientist; and Director

Bruce Morosohk                   38            Secretary; and Director

Richard L. Anderson              48            Vice President and Director

Sigmund A. Balaban               55            Director

James H. Shook                   58            Director

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


                                       12

<PAGE>


Bacardi  Corp.  in 1986.  Prior to 1983,  Mr.  Marx owned a sales and  marketing
company involved in the consumer electronics business.

Kevin O.  Shoemaker has served as the Chairman of the Board of the Company since
the merger with  Antennas  Colorado in 1989.  He also served as  Executive  Vice
President  from May 1990 until November 1991 and as President from November 1991
until April 1994. Mr.  Shoemaker held the positions of Chairman of the Board and
Chief Executive  Officer with Antennas Colorado from its inception in 1988 until
the Merger.  Mr.  Shoemaker's  employment  prior to 1988  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.

Bruce  Morosohk  has served as a director of the  Company  since the merger with
Antennas  Colorado  in 1989 and has  held  this  position  and the  position  of
Secretary with Antennas  Colorado since its inception in 1988. He also served 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 1988,  as manager of the  Animation
Department from 1988 to 1989, and as Director of Animation from 1989 to 1991.

Richard L. Anderson has served as a director of the Company since December 1994.
From March 1, 1995 until December 31, 1995, he served as a part-time  consultant
to assist with the general operations of the Company. Effective January 1, 1996,
Mr.  Anderson has served as Vice  President of  Administration  for the Company.
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.

Sigmund A. Balaban has served as director of the Company  since  December  1994.
Mr.  Balaban  has served as Vice  President,  Credit of Teknika  Electronics  of
Fairfield,  New  Jersey,  since 1986 and as Senior  Vice  President  and General
Manager of Teknika  Electronics since 1992. Teknika  Electronics is a subsidiary
of Fujitsu General, a Japanese multiline manufacturer.

James H. Shook has been a Director of the Company since May of 1990. From May of
1990  until June of 1991,  Mr.  Shook also  served as Chief  Executive  Officer,
President and Treasurer of the Company.  At various times from 1973 through 1989
Mr. Shook was a business consultant to a number of companies.

Each of the Company's  officers serves at the pleasure of the Company's Board of
Directors.  There are no family  relationships  among the Company's officers and
directors except that Messrs.  Shoemaker and Morosohk are  brothers-in-law.  The
Company's  Bylaws  provide that the terms of the directors are staggered so that
approximately one-third of the Board will stand for reelection in any given year
and that  directors  shall be elected  for three year  terms.  Each  director is
elected to serve  until the  annual  meeting  held at the end of his  respective
terms or until  his  successor  has  been  duly  elected  and  qualified.  It is
anticipated  that staggered terms will be specified for each director elected at
the next meeting of shareholders.

Item 10. Executive Compensation.
--------------------------------


                                       13

<PAGE>

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,
1996 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, 1996.

<TABLE>
<CAPTION>
                                                   Summary Compensation Table
                                                   --------------------------

                                          Annual Compensation                     Long Term Compensation
                                                                   ------------------------------------------------
                                                                             Awards                     Payouts
                                                                   ---------------------------      ---------------
                                                                                    Restricted              
                                                                    Other Annual       Stock                  LTIP     All Other
 Name and Principal Position    Fiscal      Salary         Bonus     Compensation    Awards ($)     Options  Payouts  Compensation
                                Year        ($)(1)         ($)(2)       ($)(3)                        (#)     ($)(4)     ($)(5)
-----------------------------------------------------------------------------------------------------------------------------------

<S>                             <C>        <C>              <C>          <C>             <C>          <C>      <C>         <C>
Randall P. Marx                 1996       $75,000(6)      -0-          -0-             -0-          -0-      -0-         -0-
 Chief Executive Officer
 and a director                 1995        75,000(6)    $10,250        -0-             -0-          -0-      -0-         -0-

                                1994        48,000(6)      -0-          -0-        7,000,000(2)      -0-      -0-         -0-

Kevin O. Shoemaker              1996           54,000      -0-          -0-             -0-          -0-      -0-         -0-
 Chairman Of The Board,
 Chief Scientist, and a         1995           54,000      -0-          -0-             -0-          -0-      -0-         -0-
 director
                                1994           45,934      -0-          -0-             -0-          -0-      -0-         -0-

</TABLE>

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

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

(2)  In December  1994, the Company  granted Mr. Marx, for his past services,  a
     stock bonus of seven  million  shares of the  Company's  restricted  common
     stock.  The  reported  bid and ask  prices for the  Company's  unrestricted
     common stock on the date of grant were $.001 and $0.10, respectively.

(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.

(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.

(6)  Of the $48,000 of Mr. Marx's accrued salary for the year ended December 31,
     1994, $48,000 remained unpaid as of December 31, 1996.


                                       14

<PAGE>

Compensation Of Directors.

Through  December  31,  1994,  the Company had no standard or other  arrangement
pursuant to which  directors  of the Company were  compensated  for any services
provided as a director or for committee  participation  or special  assignments.
Commencing as of January 1, 1995,  outside  directors  (i.e.,  those who are not
employees of the Company) will receive $250 per meeting  attended for up to four
meetings  per year.  For meetings in excess of four  meetings per year,  outside
directors will receive $50 per meeting. Outside directors also will have options
to purchase  50,000  shares of common  stock (with the number to be adjusted for
any  reverse or  forward  stock  splits)  become  exercisable  for each Board of
Directors meeting attended.  The options are granted to each outside director in
a group of 250,000  options  (with none of them  exercisable  initially) at such
time or  times  that  the  outside  director  has no  options  that  are not yet
exercisable. The options granted as compensation to outside directors may not be
exercised until 60 days after the Company's  shareholders have approved the plan
pursuant to which these options have been and are to be issued.

Employment  Contracts  And  Termination  of  Employment  And  Change-In  Control
Arrangements.
--------------------------------------------------------------------------------

The Company has entered  into a written  Employment  Agreement  with  Randall P.
Marx, its Chief Executive Officer and Richard L. Anderson, its Vice President of
Administration.  See "Item 12. Certain Relationships And Related  Transactions."
The Company does not have any written  employment  contracts with respect to any
of its  other  executive  officers.  The  Company  has no  compensatory  plan or
arrangement that results or will result from the resignation, retirement, or any
other termination of an executive officer's  employment with the Company or from
a  change-in-control  of the  Company  or a  change  in an  executive  officer's
responsibilities following a change-in-control.

Item 11. Security Ownership Of Certain Beneficial Owners And Management.
------------------------------------------------------------------------

The following  table  summarizes  certain  information as of March 31, 1997 with
respect  to the  beneficial  ownership  of the  Company's  Common  Stock  by the
Company's  directors,  by all  officers and  directors  as a group,  and by each
person  known by the  Company  to be the  owner of five  percent  or more of the
Company's common stock:

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

Richard L. Anderson                   850,000 (1)                    1.0
Antennas America Inc.
4860 Robb Street, Suite 101
Wheat Ridge, CO  80033

Sigmund A. Balaban                        -0-                         -
10 Grecian Street
Parsippany, NJ  07054

Randall P. Marx                      7,040,000 (2)                  9.6
Antennas America Inc.
4860 Robb Street, Suite 101
Wheat Ridge, CO  80033


                                       15

<PAGE>


Bruce Morosohk                      5,491,117 (3)                  7.5
Antennas America Inc.
4860 Robb Street, Suite 101
Wheat Ridge, CO  80033

Kevin O. Shoemaker                  6,434,474 (4)                  8.8
Antennas America Inc.
4860 Robb Street, Suite 101
Wheat Ridge, CO  80033

Rocky Mountain Gastroenterology     4,500,000                      6.1
  P.C. Profit Sharing Trust
6550 West 38th Ave., Suite 300
Wheat Ridge, CO  80033

All Officers and Directors         19,815,591                      27.0
  as a group (five persons)

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

(1)  500,000 of these  shares are owned by the Lloyd  Anderson  Marital  Trust B
     Dated June 21, 1990, for which Richard L. Anderson serves as trustee.

(2)  Includes  900,000  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.

(3)  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.

(4)  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.

Item 12. Certain Relationships And Related Transactions.
--------------------------------------------------------

     Employment  Agreement With Randall P. Marx.  Effective January 1, 1995, the
Company  entered into an employment  agreement  with Randall P. Marx,  the Chief
Executive  Officer,  Treasurer,  and a director of the Company.  This employment
agreement  is for a term of 39 months from the  effective  date and provides for
payment of salary at the rate of $75,000 per year.  Mr. Marx also will receive a
bonus equal to five percent of the Company's  pre-tax  operating  profits during
the period of the agreement.  Pursuant to the employment 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.

     Indebtedness  For Accrued  Salary And Bonus To Randall P. Marx. At December
31, 1996,  the Company was indebted in the  amount of $94,455 to Randall P. Marx
for unpaid salary and bonus that accrued during 1994 and 1995.

     Transactions With Randall P. Marx And Antennas America  Distributing Co. As
of April 30,  1991,  Mr.  Marx and the  Company  agreed that Mr. Marx would form
Antennas  America  Distributing  Co.,  Inc.  ("AAD")  to  acquire  the rights to

                                       16

<PAGE>

manufacture   and  sell  the  Company's  line  of  mobile   antennas  (the  "AAD
Agreement").  Pursuant to the AAD Agreement,  sales revenues received by AAD are
to be  allocated  as  follows:  (i)  payment  to AAD of all of  AAD's  expenses,
including all manufacturing,  distribution, and operating expenses; and (ii) the
remainder  to Mr.  Marx to repay and be  credited  against  amounts  owed by the
Company to Mr. Marx. The AAD Agreement shall  terminate,  and all  manufacturing
and  distribution  rights shall be returned to the Company,  at such time as AAD
has repaid $127,000 of the Company's indebtedness to Mr. Marx under the terms of
the AAD  Agreement or at such time as the Company has repaid Mr. Marx $63,000 of
its  indebtedness  to Mr.  Marx from  sources  other than  profits  from the AAD
Agreement,  provided  that in either case all costs and expenses of AAD incurred
to that date also have  been  paid.  Effective  January  1,  1995,  the  Company
received from Mr. Marx all the outstanding stock of AAD, and the Company assumed
AAD's obligation to Mr. Marx in the amount of $30,000.

     Agreements  With Kevin O.  Shoemaker.  Effective  as of March 1, 1994,  the
Company  entered  into an  Employment  Agreement  with Kevin O.  Shoemaker,  the
Chairman  of the  Board and  Chief  Scientist  of the  Company.  The  Employment
Agreement  provided for a three-year  term at an annual  salary of not less than
$36,000 per year.  Also as of March 1, 1994,  the Company  entered  into a Stock
Contribution  Agreement with Mr. Shoemaker.  Pursuant to the Stock  Contribution
Agreement, Mr. Shoemaker agreed to transfer an aggregate of 10,000,000 shares of
the Company's common stock to the Company. Pursuant to a third Agreement entered
into with Mr. Shoemaker effective as of March 1, 1994, the Company agreed to pay
Mr. Shoemaker an aggregate of $12,000 as full payment of all amounts owed by the
Company to Mr.  Shoemaker for services  performed by Mr.  Shoemaker on behalf of
the Company prior to the execution of that Agreement. Also pursuant to the third
Agreement, the Company agreed to increase Mr. Shoemaker's salary pursuant to the
Employment  Agreement by $8,000 per year and to provide Mr. Shoemaker with a car
allowance of $250 per month.

     Effective as of July 1, 1995,  the Company  entered  into a new  Employment
Agreement with Mr. Shoemaker.  This agreement  replaced and superseded the prior
employment  agreement described above. The new Employment  Agreement  originally
provided  for a term  expiring on March 31, 1996 and  subsequently  was extended
until June 30, 1996. The Employment  Agreement  provided for salary at a rate of
$54,000 per year.

     Effective  as of December  15,  1995,  the Company  entered  into an Option
Agreement with Mr. Shoemaker pursuant to which Mr. Shoemaker granted the Company
the option to purchase an aggregate of 2,000,000  shares of the Company's common
stock held by Mr.  Shoemaker at a total purchase price of $30,000.  The original
exercise period was to terminate on March 31, 1996 and subsequently was extended
until June 28, 1996. The Company paid Mr. Shoemaker  $2,500 for Mr.  Shoemaker's
granting of the option and an additional $2,500 for the extension of the option.
The aggregate of $5,000 paid to Mr.  Shoemaker was not refundable to the Company
but was to be applied  towards  the  aggregate  $30,000  purchase  price for the
option shares. In connection with the Option  Agreement,  each of Mr. Shoemaker,
Randall  P.  Marx,  and Bruce  Morosohk  agreed  not to dispose of any shares of
Common  Stock owned by any of them prior to December  31, 1997 without the prior
written  consent  of the  Company.  If the  Company  gives any of these  persons
written consent to dispose of shares of Common Stock prior to December 31, 1997,
each of the other  persons has the right to dispose of the same number of shares
as the party that received the written  consent of  the Company.  In June  1996,
the Company acquired  2,000,000 shares of its common stock from Mr. Shoemaker by
paying the remainder of the $30,000 purchase price.


                                       17

<PAGE>

     Employment  Agreement With Richard L. Anderson.  Effective January 2, 1996,
the Company entered into an employment  agreement with Richard L. Anderson,  the
Vice President,  Administration,  and a director of the Company. This employment
agreement  is for a term of 24 months from the  effective  date and provides for
payment of salary at the rate of $50,000 per year.  Pursuant  to the  employment
agreement,  Mr. Anderson has agreed not to compete with the Company for a period
of two years  following  his  termination  as an  employee  of the  Company.  In
connection with the employment  agreement,  the Company has granted Mr. Anderson
350,000  shares of the  Company's  common  stock and an  option to  purchase  an
additional  350,000 shares of the Company's common stock at an exercise price of
$.05 per share, which options would terminate on the earlier to occur of January
4, 1998 or 90 days following the termination of Mr.  Anderson's  employment with
the Company.

     Stock Purchase By Lloyd Anderson  Marital Trust. The Lloyd Anderson Marital
Trust B Dated June 21, 1990,  for which Richard L.  Anderson  serves as trustee,
purchased 500,000 shares of the Company's common stock for $25,000,  or $.05 per
share, in February 1995. Mr. Anderson is an officer and director of the Company.

Item 13.  Exhibits And Reports On Form 8-K
------------------------------------------

     (a) Financial Statements And Financial Statement Schedules.

         Index To Financial Statements And Financial Statement Schedules.

      Report Of Independent Public Accountants .......................    F-1
      ----------------------------------------

         Consolidated Balance Sheet At December 31, 1996 .............    F-2

         Consolidated Statements Of Income For The Years Ended
         December 31, 1996 and 1995 ..................................    F-3

         Consolidated Statements Of Changes In Stockholders' Equity
         For The Years Ended December 31,  1996 and 1995 .............    F-4

         Consolidated Statements Of Cash Flows For The Years Ended
         December 31, 1996 and 1995 ..................................F-5 - F-6

         Notes To Consolidated Financial Statements ..................F-7 - F-13

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

         (a)(2)   Exhibits.

                                  EXHIBIT INDEX


                                       18

<PAGE>


Exhibit
Number                     Description                                 Page No.
------                     -----------                                 --------

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

  3.1c         Articles And 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 are  incorporated  herein by reference from
               the Company's Form S-18 Registration  Statement dated December 1,
               1987 (File No. 33-18854-D).

10.1a          Industrial  Lease dated April 20, 1989 between the Company and HK
               Buildings is 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).

10.1b          Sublease  Agreement  dated  May 8,  1995  between  Coors  Brewing
               Company and the Company.*

10.1c          Industrial  Lease dated  April 20,  1995  between the Company and
               Five K Investments.

10.1d          Office  Lease  dated May 8, 1995  between  the Company and Five K
               Investments.

10.1e          Industrial  Lease dated December 12, 1995 between the Company and
               Five K Investments.

10.1f          Industrial  Lease dated  April 29,  1996  between the Company and
               Five K Investments.

10.2           Employment  Agreement  dated as of  January 1, 1995  between  the
               Company and Randall P. Marx.*

10.3           Employment  Agreement  dated as of  January 2, 1996  between  the
               Company and Richard L. Anderson.*


                                       19

<PAGE>

10.4           Option  Agreement  dated as of  December  12,  1995  between  the
               Company and Kevin O. Shoemaker, as amended April 10, 1996.*

27.1           Financial Data Schedule

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

*    Incorporated  herein by reference  from the  Company's  Form 10-KSB for the
     fiscal year ended December 31, 1995.

  (b)  Reports On Form 8-K. During the last quarter of the fiscal year ended
       December 31, 1996, the Company filed no reports on Form 8-K.






                                       20

<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, 1996, and the related consolidated statements of income, changes in
stockholders'  equity,  and cash  flows for each of the two years in the  period
then ended.  These financial  statements are the responsibility of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  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 audits provide 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, 1995,  and the results of its  operations and cash flows
for each of the two years in the period then ended, in conformity with generally
accepted accounting principles.



                                         Winter, Scheifley & Associates, P.C.
                                         Certified Public Accountants

Englewood, Colorado
March 4, 1997

                                      F-1


<PAGE>
                             Antennas America, Inc.
                           Consolidated Balance Sheet
                                December 31, 1996

                                     ASSETS
Current assets:
  Cash                                          $        55,636
  Accounts receivable, trade                            166,411
  Inventories                                           195,849
  Prepaid expenses                                       33,473
                                                    -----------
      Total current assets                              451,369

Property and equipment, at cost, net of
  accumulated depreciation of $113,337                  169,984


Other assets:
  Deferred tax asset, non-current                       265,662
  Intangible assets net of accumulated
    amortization of $31,987                              33,105
  Deposits                                               24,112
                                                    -----------
                                                 $      944,232
                                                    ===========
     LIABILITIES AND STOCKHOLDERS' EQUITY
     ------------------------------------

Current liabilities:
  Notes payable                                  $      200,684
  Current portion of long-term debt                      23,800
  Accounts payable                                      188,965
  Accrued expenses                                       22,934
                                                    -----------
      Total current liabilities                         436,383

Long-term debt                                           43,283
Notes payable - officer                                 134,109

Commitments (Note 11)

Stockholders' equity:
 Common stock, $.0005 par value,
     250,000,000 shares authorized,
     73,189,422 shares issue and outstanding             36,595
 Additional paid-in capital                             801,039
 Common stock subscriptions                               3,500
 Accumulated deficit                                   (510,677)
                                                    -----------
      Total stockholders' equity                        330,457
                                                    -----------
                                                 $      944,232
                                                    ===========


See accompanying notes to consolidated financial statements.


                                      F-2

<PAGE>



                             Antennas America, Inc.
                        Consolidated Statements of Income
                 For The Years Ended December 31, 1996 and 1995

                                                    1996              1995
                                                   ------            ------
Sales, net                                    $   1,975,184     $   2,029,942

Cost of sales                                     1,223,287         1,164,026
                                                -----------       -----------
     Gross profit                                   751,897           865,916

Selling, general and administrative expenses        744,673           639,007
                                                -----------       -----------
     Income from operations                           7,224           226,909

Other income and (expense):
  Interest expense                                  (58,018)          (44,017)
  Loss on leasehold abandonment                        -               (1,677)
  Other income                                          917            19,401
                                                -----------       -----------
                                                    (57,101)          (26,293)
                                                -----------       -----------
     Net income before income taxes
       and extraordinary item                       (49,877)          200,616
Provision for income taxes (benefit)                (10,439)         (143,780)
                                                -----------       -----------
     Net income before extraordinary item           (39,438)          344,396
Extraordinary item:
   Gain from debt cancellation net of income
    taxes of $12,667 and $11,890 respectively        48,784            23,081
                                                -----------       -----------
     Net income                                $      9,346      $    367,477
                                                ===========       ===========

Earnings per share:
 Net income before extraordinary item          $      0.00       $       0.01
 Extraordinary item                                    -                  -
                                               -----------       ------------
 Net income                                    $      0.00       $       0.01
                                               ===========        ===========

 Weighted average shares outstanding            73,135,255         68,816,505
                                               ===========        ===========



See accompanying notes to consolidated financial statements.

                                      F-3

<PAGE>
<TABLE>
<CAPTION>


                                                    Antennas America, Inc.
                                   Consolidated Statement of Changes in Stockholders' Equity
                                        For The Years Ended December 31, 1996 and 1995

                                                               Additional
                                 Common Stock                   Paid-in       Accumulated        Stock
                ACTIVITY            Shares          Amount      Capital        (Deficit)     Subscriptions      Total
                --------            ------          ------      -------        ---------     -------------      -----

<S>                               <C>           <C>           <C>            <C>             <C>           <C>         
Balance, December 31, 1994        61,514,422    $    30,757   $   499,653    $  (887,500)    $    35,000   $  (322,090)

Shares issued for:
  Subscriptions                    3,500,000          1,750        33,250                        (35,000)         -
  Cash                             6,125,000          3,063        83,187                                       86,250

Shares subscribed for cash                                                                        13,750        13,750

Net income for the year                                                          367,477                       367,477
                                 -----------    -----------   -----------    -----------     -----------   -----------
Balance, December 31, 1995        71,139,422         35,570       616,090       (520,023)         13,750       145,387

Shares issued for:
  Subscriptions                    1,375,000            687        13,063                        (13,750)         -
  Cash, net of $8,027 of costs     1,650,000            825       156,148                                      156,973
  Exercise of warrants             1,025,000            513        44,738                                       45,251

Shares reacquired and cancelled   (2,000,000)        (1,000)      (29,000)                                     (30,000)

Shares sbuscribed for services                                                                     3,500         3,500

Net income for the year                                                             9,346                        9,346
                                 -----------    -----------   -----------     -----------    -----------   -----------
Balance, December 31, 1996        73,189,422     $   36,595   $   801,039     $  (510,677)   $     3,500   $   330,457
                                 ===========    ===========   ===========     ===========    ===========   ===========



                            See accompanying notes to consolidated financial statements.

                                                      F-4
</TABLE>

<PAGE>

                             Antennas America, Inc.
                      Consolidated Statements of Cash Flows
                 For The Years Ended December 31, 1996 and 1995

                                                         1996          1995
                                                        ------        ------
Net income                                           $    9,346     $  367,477
  Adjustments to reconcile net income to net
   cash provided by operating activities:
   Depreciation and amortization                         35,467         23,765
   Gain from debt cancellation                          (48,784)       (23,081)
   Interest added to note payable                        14,397           -
   Subscriptions for services                             3,500           -
   Abandonment of leasehold improvements                                 1,677
Changes in assets and liabilities:
    (Increase) decrease in accounts receivable          157,944       (136,230)
    (Increase) decrease in inventory                    (33,533)      (107,204)
    (Increase) decrease in deferred tax asset             2,228       (131,890)
    (Increase) decrease in prepaid expenses             (29,828)         2,416
    (Increase) decrease in other assets                  (2,037)       (16,726)
    Increase (decrease) in accounts payable and
        accrued expenses                                (94,490)        39,358
                                                     ----------     ----------
       Total adjustments                                  4,864       (347,915)
                                                     ----------     ----------
  Net cash provided by operating activities              14,210         19,562
                                                     ----------     ----------

Cash flows from investing activities:
   Patent acquisition costs                              (8,996)        (7,347)
   Acquisition of plant and equipment                   (89,689)       (74,429)
                                                     ----------     ----------
Net cash (used in) investing activities                 (98,685)       (81,776)
                                                     ----------     ----------

Cash flows from financing activities:
  Stock issued for cash                                 202,224         86,250
  Common stock subscriptions                               -            13,750
  Cost of share cancellation                            (30,000)          -
  Repayment of officer loans                            (14,745)        (9,682)
  Proceeds of new borrowing                              36,000           -
  Repayment of notes payable                            (69,279)       (19,219)
                                                     ----------     ----------
  Net cash provided by (used in)
   financing activities                                 124,200         71,099
                                                     ----------     ----------

Increase (decrease) in cash                              39,725          8,885
Cash and cash equivalents,
 beginning of period                                     15,911          7,026
                                                     ----------     ----------
Cash and cash equivalents,
 end of period                                      $    55,636     $   15,911
                                                    ===========     ==========





          See accompanying notes to consolidated financial statements.

                                      F-5

<PAGE>



                             Antennas America, Inc.
                      Consolidated Statements of Cash Flows
                 For The Years Ended December 31, 1996 and 1995
                                   (Continued)
                                                       1996            1995
                                                      ------          ------
Supplemental cash flow information:
   Cash paid for interest                           $   62,290     $    34,652
   Cash paid for income taxes                       $     -        $      -

Non-cash investing and financing activities:
   Conversion of accounts payable to notes payable  $     -        $   145,059
   Abandonment of leasehold improvements            $     -        $     1,677





          See accompanying notes to consolidated financial statements.

                                      F-6

<PAGE>

                             Antennas America, Inc.
                   Notes to Consolidated Financial Statements
                                December 31, 1996


Note 1.  Organization and summary of significant accounting policies

  Organization
The  Company  was  incorporated  in  Colorado  on  September  6,  1988  and  was
reorganized  as a Utah  corporation on April 12, 1989. The Company is engaged in
the business of manufacture and sale of antennas used for various purposes.  The
consolidated  financial  statements  include the accounts of the Company and its
wholly owned subsidiary,  Antennas America Distributing Company. All significant
inter-company items have been eliminated.

  Inventory
Inventory,  which consists primarily of raw materials, is valued at the lower of
cost or market on a first-in, first-out basis. Inventories are reviewed annually
and items  considered to be slow-moving or obsolete are reduced to estimated net
realizable value. Adjustments to reduce inventories to net realizable value have
not been significant.

  Property and equipment
Property and  equipment are stated at cost.  Depreciation  is provided for using
the  straight  line method over  estimated  useful lives of five to seven years.
Depreciation  expense  amounted to $28,070 and $18,474  respectively  during the
years ended December 31, 1996 and 1995.

  Patent costs
Patent  costs are  stated  at cost and are  amortized  over ten years  using the
straight-line method. Amortization expense amounted to $7,397 and $5,291 for the
years ended December 31, 1996 and 1995.

  Research and development
Research and  development  costs are charged to expense as incurred.  Such costs
were not material for the years ended December 31, 1996 and 1995.

  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  customers who  incorporate  its products into other  manufactured
goods and returns  therefrom have not been  significant.  The Company expects to
begin  sales of  consumer  goods in 1997 and  plans  to  provide  currently  for
estimated product returns arising therefrom.

  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.

                                      F-7

<PAGE>

                             Antennas America, Inc.
             Notes to Consolidated Financial Statements (Continued)
                                December 31, 1996


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.

  Cash
For purposes of the  statement of cash flows,  the Company  considers all highly
liquid debt instruments  purchased with a maturity of three months or less to be
cash equivalents.

  Earnings per share
Earnings  per share is  computed  using the  weighted  average  number of shares
outstanding during the period.

  Fair value of financial instruments
The  Company's  short-term  financial  instruments  consist  of  cash  and  cash
equivalents,  accounts and loans  receivable,  and payables  and  accruals.  The
carrying amounts of these financial instruments  approximates 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,  trade.  During the year the Company did not maintain cash
deposits at financial  institutions  in excess of the $100,000  limit covered by
the Federal Deposit Insurance Corporation.

The  Company has several  major  customers,  (see Note 9) the loss of any one of
which could have a material negative impact upon the Company.  Additionally, the
Company  maintains a line of credit and a  significant  portion of its long-term
debt  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.  For the years ended  December  31,  1996 and 1995 the  Company  made
estimates of the future  utilization  of its net  operating  loss  carryforward.
These  estimates  increased  net income for the year ended  December 31, 1995 by
$130,000,  and  account  for the  deferred  tax asset of $231,233 at the balance
sheet date.

  Advertising costs
Advertising  costs are charged to operations  when the  advertising  first takes
place.  Advertising costs charged to operations were $39,713 and $18,532 in 1996
and 1995, respectively.

                                      F-8

<PAGE>

                             Antennas America, Inc.
             Notes to Consolidated Financial Statements (Continued)
                                December 31, 1996

  Stock-based Compensation
The Company  adopted  Statement  of Financial  Accounting  Standard No. 123 (FAS
123), Accounting for Stock-Based Compensation beginning with the Company's first
quarter of 1996.  Upon  adoption of FAS 123,  the Company  continued  to measure
compensation expense for its stock-based  employee  compensation plans using the
intrinsic value method  prescribed by APB No. 25, Accounting for Stock Issued to
Employees, and has provided in Note 5 pro forma disclosures of the effect on net
income and earnings per share as if the fair value- based method  prescribed  by
FAS 123 had been applied in measuring compensation expense.


Note 2.  Accounts Receivable

Effective  in  1992,  the  Company  began  factoring  certain  of  its  accounts
receivable.  The factor  requires a 20% reserve upon its payment to the Company.
Until  the  receivable  is  collected,  the  Company  is  charged  0.17%  of the
receivable  per day that it  remains  uncollected.  The  reserve  is held by the
factor until the related receivable is collected at which time it is returned to
the Company net of the fee. The  receivables are purchased by the factor without
recourse to the Company and the maximum charge to the Company is the 20% reserve
for any  receivable  not  collected.  To date,  the Company has  experienced  no
material  charges in excess of the  initial  month's  fee of 5%. The Company has
charged  $44,977 and $26,189  related to factor fees to operations  during 1996,
and 1995,  and has included  $19,506 in accounts  receivable  related to the 20%
reserve at December 31, 1996


Note 3.  Notes payable and long-term debt

Notes payable at December 31, 1996 consist of  uncollateralized  obligations  to
individuals and vendors as follows:

   Amount due vendor with interest at 8% per annum
    due on January 31, 1998                               $100,363
   Amount due vendor with interest at 10% per annum
    due on January 2, 1997                                $ 79,795

   Amount due individual without interest
    due on demand                                           19,907
   Other                                                       619
                                                          --------
                                                          $200,684

Long term debt consists of the following:

Note payable to an individual for prior salary
 and expenses due in monthly installments of
 $1,000 without interest                                 $  40,164

                                      F-9

<PAGE>

                             Antennas America, Inc.
             Notes to Consolidated Financial Statements (Continued)
                                December 31, 1996


Note payable for equipment purchase, due in
 monthly installments of $1,161 including
 interest at 9.5% per annum                                 26,919
                                                          --------
                                                            67,083
Less Current portion                                        23,800
                                                          --------
                                                          $ 43,283

Maturities of long-term debt are as follows: 1997 - $23,800, 1998 - $25,000,
1999 - $14,350, 2000 - $3,933.

Note 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,  (see Note 8) who accounts for  approximately  73% of the balance owed.
The  advances  accrue  no  interest  and are not  expected  to be  repaid in the
forthcoming year.


Note 5.  Stockholders' equity

During July 1993 the Company  began a private  placement of units  consisting of
one share of  restricted  common  stock and a warrant to purchase an  additional
share of restricted  common stock to a limited  group of  investors.  During the
year ended December 31, 1995, the Company  received $41,250 and issued 3,625,000
common  shares  related to the warrants  exercised in  connection  with the 1993
private  placement.  Additionally,  the Company sold 2,500,000  shares of common
stock to two  individuals  for cash of $45,000 and  accepted  $13,750 from three
others for the future issuance of 1,375,000 shares.

Effective  January  1996,  the  Company  authorized  a stock bonus to one of its
officers for 350,000  shares of  restricted  common stock having a fair value of
$3,500.  Additionally,  the  Company  granted  the officer an option to purchase
350,000 additional shares of restricted common stock at $.05 per share for a two
year period.  The  weighted  average fair value at the date of grant for options
granted  during 1996 was $.00 per  option.  The fair value of the options at the
date of grant was estimated using the  Black-Scholes  model with  assumptions as
follows:

Market value              $.01
Expected life                2
Interest rate             5.15%
Volatility                 .25%
Dividend yield            0.00%

No stock based  compensation  costs would be recorded by the Company as a result
of the foregoing.

                                      F-10

<PAGE>

                             Antennas America, Inc.
             Notes to Consolidated Financial Statements (Continued)
                                December 31, 1996

During  June  and  July of  1996,  the  Company  sold  1,650,000  shares  of its
restricted common stock to three  individuals for cash aggregating  $156,973 net
of associated costs of $8,027.  Additionally  during the year the Company issued
1,375,0000  shares  subscribed  in the prior  year and issued  1,025,000  shares
pursuant to option agreements entered into in prior years.
 Proceeds to the Company for the option shares  amounted to $45,250 or $.044 per
share.  During  June 1996 the  Company  purchased  from an officer  and  retired
2,000,000 shares of restricted common stock for $30,000 or $.015 per share.


Note 6.  Income taxes

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.

A  reconciliation  of federal income taxes  computed by multiplying  pre tax net
income by the  statutory  rate of 34% to the  provision  for income  taxes is as
follows at December 31, 1996 and 1995:

                                            1996        1995
                                            ----        ----
  Tax computed at statutory rate          $  3,935    $ 80,100
  Utilization of net operating
  loss carryforward:
    Current usage                             -        (80,100)
    Estimated future usage                    -       (131,890)
  State income tax                             579        -
  Surtax exemption                          (2,286)       -
                                          --------    --------
  Provision for income taxes (benefit)   $   2,228   $(131,890)

The Company has a net operating loss carryforward of approximately $755,900 that
will expire in years beginning in 2004 as follows:

                    2004             $ 252,300
                    2005               336,000
                    2006               188,000
                                     ---------
                                     $ 776,300

The Company has determined  that the likelihood of continued  profitability  for
the year ended  December  31,  1997 and beyond is  reasonably  possible  and has
recorded the benefit of the carryforward  ($265,662) as provided for in FAS-109.
The determination of the current portion of the deferred tax asset is based upon
the  Company's  estimate  of the  expected  utilization  of the  operating  loss
carryforward during the 1997 fiscal year (if any).


                                      F-11

<PAGE>

                             Antennas America, Inc.
             Notes to Consolidated Financial Statements (Continued)
                                December 31, 1996


Note 7.  Legal proceedings

The Company is involved in a dispute with a former consultant  regarding claimed
fees for services in excess of $50,000.  The consultant has threatened to file a
lawsuit to attempt  collection of the claimed amount.  The Company is attempting
to  negotiate a settlement  of this matter for a reduced  amount and it believes
that such  settlement  will not have a material  adverse effect on its financial
statements.


Note 8.  Related party transactions

As of April 30, 1991, the Company's  chief executive  officer,  Randall P. Marx,
and the Company  agreed that Mr. Marx would form Antennas  America  Distributing
Company (AAD), a Colorado corporation,  to acquire the rights to manufacture and
sell the Company's line of Cellular Decal antennas.  Sales revenues  received by
AAD  were  to be  allocated  as  follows:  (i)  payment  to AAD of all of  AAD's
expenses, including manufacturing, distribution and operating expenses; and (ii)
the remainder to Mr. Marx to repay indebtedness to Mr. Marx as described in Note
4. The  agreement  with AAD  provided  for  termination  at such time as AAD had
repaid $127,000 of the Company's indebtedness to Mr. Marx under the terms of the
agreement  with Mr.  Marx or at such time as the  Company  had repaid  Mr.  Marx
$63,000  of the  Company's  indebtedness  to Mr.  Marx from  sources  other than
revenues from the agreement  with AAD and in either case,  had repaid to AAD all
costs and expenses incurred to that date.

Effective  January 1, 1995, Mr. Marx contributed 100% of the stock of AAD to the
Company.  The net  assets of AAD at that  date were  $1,266,  which  amount  was
credited to additional paid in capital of the Company. The liabilities of AAD at
December 31, 1994 included  $30,000 of advances made to AAD by Mr. Marx of which
$25,000  was repaid  during the year ended  December  31,  1995.  The  foregoing
financial  statements  at and for the  year  ended  December  31,  1996 and 1995
include the accounts of AAD.


Note 9.  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, 1995 to three companies  aggregating  $1,527,754
(75%) and in 1996 to one company aggregating $1,126,312 (57%). Additionally, the
Company  had open  uncollateralized  accounts  receivable  from these  customers
aggregating $210,631 and $87,295 at December 31, 1995 and 1996, respectively.

                                      F-12

<PAGE>

                             Antennas America, Inc.
             Notes to Consolidated Financial Statements (Continued)
                                December 31, 1996


Note 10.  Gain from debt extinguishment

During the year ended  December  31, 1995 the Company  settled an  aggregate  of
$35,199 of outstanding trade accounts payable,  accrued commissions,  salary and
expenses for cash payments of $ 228. Additionally during the year ended December
31,  1996 the  Company  settled an  aggregate  of $61,451 of  outstanding  trade
accounts payable, salary and expenses without expenditure.

Note 11. Commitments

Operating leases

The Company leases its facilities  under operating  leases through May 15, 1998.
Minimum future rentals payable under the leases are as follows:

                        Year                Amount
                        ----                ------
                        1997               $148,376
                        1998                 56,218
                        1999                 12,000
                                           --------
                                           $216,594

Additionally, the Company rents certain equipment pursuant to short-term leasing
arrangements.

Rent expense  amounted to $57,315 and $173,763 for the years ended  December 31,
1995 and 1996, respectively.


                                      F-13

<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:  April 15, 1997                       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 below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated.

Date:  April 15, 1997                      /s/  Richard L. Anderson
       ----------------------              -------------------------------------
                                           Richard L. Anderson, Director

Date:  
       ----------------------              -------------------------------------
                                           Sigmund A. Balaban, Director

Date:  April 15, 1997                      /s/  Randall P. Marx
       ----------------------              -------------------------------------
                                           Randall P. Marx, Director

Date:  April 15, 1997                      /s/  Bruce Morosohk
      -----------------------              -------------------------------------
                                           Bruce Morosohk, Director

Date:  April 15, 1997                      /s/  Kevin O. Shoemaker
       ----------------------              -------------------------------------
                                           Kevin O. Shoemaker, Director

Date:  
      -----------------------              -------------------------------------
                                           James H. Shook, Director

<PAGE>
                                  EXHIBIT INDEX

Exhibit
Number                     Description                                 Page No.
------                     -----------                                 --------

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

  3.1c         Articles And 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 are  incorporated  herein by reference from
               the Company's Form S-18 Registration  Statement dated December 1,
               1987 (File No. 33-18854-D).

10.1a          Industrial  Lease dated April 20, 1989 between the Company and HK
               Buildings is 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).

10.1b          Sublease  Agreement  dated  May 8,  1995  between  Coors  Brewing
               Company and the Company.*

10.1c          Industrial  Lease dated  April 20,  1995  between the Company and
               Five K Investments.

10.1d          Office  Lease  dated May 8, 1995  between  the Company and Five K
               Investments.

10.1e          Industrial  Lease dated December 12, 1995 between the Company and
               Five K Investments.

10.1f          Industrial  Lease dated  April 29,  1996  between the Company and
               Five K Investments.

10.2           Employment  Agreement  dated as of  January 1, 1995  between  the
               Company and Randall P. Marx.*

10.3           Employment  Agreement  dated as of  January 2, 1996  between  the
               Company and Richard L. Anderson.*

                                       

<PAGE>

10.4           Option  Agreement  dated as of  December  12,  1995  between  the
               Company and Kevin O. Shoemaker, as amended April 10, 1996.*

27.1           Financial Data Schedule

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

*    Incorporated  herein by reference  from the  Company's  Form 10-KSB for the
     fiscal year ended December 31, 1995.