SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)
[ X ]    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934.

         For the quarterly period ended September 30, 1997.

         OR

[   ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934.

         For the transition period from           to
                                       -----------  ----------

         Commission file number 0-18122

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


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


4860 Robb Street, Suite 101,
Wheat Ridge, Colorado                                           80033
-------------------------------                  -------------------------------
                                                              (Zip Code)


                                 (303) 421-4063
                 ----------------------------------------------
                (Issuer's telephone number, including area code)


               ---------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing  requirements for the past 90 days.
Yes  X    No
   -----    -----

As of September 30, 1997 the Registrant had outstanding 73,189,422 shares of its
common stock, par value $.0005.

Transitional Small Business Disclosure Format (Check One):
Yes       No  X
   -----    -----


<PAGE>



                             ANTENNAS AMERICA, INC.

                                   FORM 10-QSB

                               SEPTEMBER 30, 1997

                                TABLE OF CONTENTS
                                -----------------

                                                                      Page No.

Part I

Item 1.  Financial Statements

         Balance Sheet as of September 30,1997                              3

         Statements of Operations for the Three and Nine
           Months Ended September 30, 1997 and 1996                         4

         Statements of Cash Flows for the Nine Months
           Ended September 30, 1997 and 1996                                5

         Note to Financial Statements                                       6


Item 2.  Management's Discussion and Analysis of Results
           of Operations and Financial Condition                        7 - 8

         Forward Looking Statements                                         9


Part II

Item 6.  Exhibits and Reports on Form 8-K                                  10














                                        2


<PAGE>




                             ANTENNAS AMERICA, INC.
                                  BALANCE SHEET
                     FOR THE PERIOD ENDED SEPTEMBER 30, 1997

                                 ASSETS                         9/30/97
                                 ------                         -------

Current Assets:
         Cash                                                 $    36,195
         Accounts Receivable                                  $   344,850
         Inventories                                          $   306,617
         Prepaid Expenses                                     $    36,070
         Tax Asset (NOL)                                      $   221,212
                                                              -----------
                                                              $   944,944

         Machinery & Equipment net of
           accumulated depreciation                           $   313,035

         Other assets:
           Intangible assets net of
           accumulated amortization                           $    42,480
         Deposits                                             $    14,362
                                                              -----------
                  Total Assets                                $ 1,314,821

                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      ------------------------------------

Current Liabilities:
         Loan Account                                         $   202,490
         Notes Payable                                        $   226,309
         Accounts Payable-Trade                               $   300,156
         Other accrued liabilities                            $    17,610
         Customer deposits                                    $     3,613
                                                              -----------
                  Total current liabilities                   $   750,178

         Notes payable, officers                              $   132,896
                                                              -----------
                  Total liabilities                           $   883,074

Shareholders' Equity
         Common stock, $.0005 par value,
           250,000,000 shares authorized,
           73,189,422 shares issued and
           outstanding.                                       $    36,595
         Paid in capital                                      $   801,039
         Subscriptions to common stock                        $    18,500
         Retained earnings (deficit)                         ($   424,387)
                                                              -----------
                  Total Equity                                $   431,747

         Total Liabilities and Equity                         $ 1,314,821








                                        3


<PAGE>
<TABLE>
<CAPTION>


                                             ANTENNAS AMERICA, INC.
                                            STATEMENTS OF OPERATIONS
                     FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996




                                        NINE MONTHS ENDED                         THREE MONTHS ENDED
                                        -----------------------------------------------------------------------

                                        9/30/97             9/30/96             9/30/97             9/30/96
                                        -------             -------             -------             -------

<S>                                     <C>                 <C>                 <C>                 <C>        
Sales, Net                              $ 2,055,582         $ 1,496,055         $   695,600         $   533,108

Cost of Sales                           $ 1,112,106         $   873,818         $   383,584         $   307,588
                                        -----------         -----------         -----------         -----------
Gross Profit                            $   943,476         $   622,237         $   312,016         $   225,520
Selling, General and
 Administrative Expenses                $   763,309         $   589,271         $   274,339         $   213,988
                                        -----------         -----------         -----------         -----------

         Income from Operations         $   180,167         $    32,966         $    37,677         $    11,532
                                        -----------         -----------         -----------         -----------

Other Income and (Expense):
  Misc. Income                          $         0         $       807         $         0         $        26
  Gain from Debt Cancellation           $         0         $    49,118         $         0         $     6,591
  Interest Expense                     ($    49,429)       ($    42,515)       ($    15,555)       ($     9,848)

  Net Income
     before Income Taxes                $   130,738         $    40,376         $    22,122         $     8,301
                                        -----------         -----------         -----------         -----------

Income Tax                              $    44,450         $    13,728         $     7,521         $     2,822
                                        -----------         -----------         -----------         -----------

Net Income                              $    86,288         $    26,648         $    14,601         $     5,479
                                        -----------         -----------         -----------         -----------

Average Shares Outstanding               73,189,422          72,539,422          73,189,422          72,539,422
                                        -----------         -----------         -----------         -----------

                                                               4


</TABLE>

<PAGE>



                             Antennas America, Inc.
                      Consolidated Statements of Cash Flows
              For The Nine Months Ended September 30, 1997 and 1996
                                   (Unaudited)


                                                            1997         1996
                                                         ---------    ---------
Net income                                               $  86,288    $  26,648
  Adjustments to reconcile net income to net
  cash provided by operating activities:
  Depreciation and amortization                             25,200       28,309
Changes in assets and liabilities:
  (Increase) decrease in accounts receivable              (178,439)     (11,832)
  (Increase) decrease in inventory                        (110,769)     (46,985)
  (Increase) decrease in deferred tax asset                 44,450       13,728
  (Increase) decrease in prepaid expenses                    3,127      (19,570)
  (Increase) decrease in other assets                        4,026       (2,037)
  Increase (decrease) in accounts payable and
     accrued expenses                                       87,529      (15,824)
  Increase (decrease) in customer deposits                   3,613       22,593
                                                         ---------    ---------
    Total adjustments                                     (121,263)     (31,618)
                                                         ---------    ---------


Net cash provided by (used in) operating activities        (34,975)      (4,970)
                                                         ---------    ---------


Cash flows from investing activities:
  Patent acquisition costs                                  (4,228)      (8,108)
  Acquisition of plant and equipment                      (173,398)     (78,118)
                                                         ---------    ---------
Net cash (used in) investing activities                   (177,626)     (86,226)
                                                         ---------    ---------


Cash flows from financing activities:
  Common stock subscriptions                                15,000      210,250
  Repayment of officer loans                               (42,671)     (24,488)
  Purchase of officer's stock                                    0      (34,605)
  Proceeds from note payable                               272,551       36,000
  Repayment of notes payable                               (51,720)     (84,985)
                                                         ---------    ---------


Net cash provided by financing activities                  193,160      102,172
                                                         ---------    ---------


Increase in cash                                           (19,441)      10,976


Cash, beginning of period                                   55,636       15,911
                                                         ---------    ---------


Cash, end of period                                      $  36,195    $  26,887
                                                         ---------    ---------




                 See accompanying note to financial statements.


                                        5


<PAGE>



                             ANTENNAS AMERICA, INC.
                          NOTE TO FINANCIAL STATEMENTS
                               September 30, 1997



In the opinion of management,  the accompanying unaudited consolidated condensed
financial  statements  contain all  adjustments  necessary to present fairly the
financial  position of the Company,  as of September 30, 1997 and the results of
operations and cash flows for the periods presented. All such adjustments are of
a normal recurring  nature.  The results of operations for the periods presented
are not necessarily indicative of the results for the full year.

The accounting  policies  followed by the Company are set forth in Note 1 to the
Company's  financial  statements in Form 10-KSB for the year ended  December 31,
1996.  These  financial  statements  should  be read  in  conjunction  with  the
financial statements and notes included in the Form 10-KSB.














                                        6


<PAGE>




                             ANTENNAS AMERICA, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                                       OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

                     For the period ended September 30,1997

                              RESULTS OF OPERATIONS
                              ---------------------

The Company's net income for the three and nine months ended  September 30, 1997
was $14,601 and  $86,288,respectively,as  compared with $5,479 and $26,648 ended
September 30, 1996. The net income for the nine month period ended September 30,
1997 did not include any gain from debt  cancellation as compared to the $49,118
gain from debt cancellation for the nine month period ended September 30, 1996.

Income from operations was $37,677 and $180,167, respectively, for the three and
nine month  periods  ended  September  30,  1997 as  compared  with  $11,532 and
$32,966, respectively for three and nine month periods ended September 30, 1996.
Sales were $695,600 and $2,055,582,  respectively,  for the three and nine month
periods  ended  September  30, 1997 as compared  with  $533,108 and  $1,496,055,
respectively,  for the three and nine month  periods  ended  September 30, 1996,
which is an  increase  of 30% as  compared  with the three  month  period  ended
September 30, 1996 and an increase of 37% as compared with the nine month period
ended September 30, 1996.  These increases are due primarily to the sales of the
Freedom(TM)  and Walldo(TM)  VHF/UHF  off-air  antennas,  and to the increase in
sales for the mobile disguised decal antenna series.

Gross profit margin  (gross profit  divided by net sales) for the three and nine
months ended September 30, 1997 was 45% and 46%  respectively,  as compared with
42% and 42% for the three and nine months ended September 30, 1996. The increase
is attributable to the improvement in the Company's production efficiency and to
the  increase  in the  sales  of  its  mobile  products.  Selling,  general  and
administrative expenses as a percentage of sales decreased from 40 to 39 percent
for the three month  period and from 39 to 37 percent for the nine month  period
even though total selling,  general and  administrative  expenses  increased for
both periods.

                               FINANCIAL CONDITION
                               -------------------

Compared to December 31, 1996 the  Company's  total  assets as of September  30,
1997 increased  $370,589 to $1,314,821,  due primarily to the increase in sales,
accounts  receivable  and  inventory.  Liabilities  increased  from  $613,775 to
$883,074,  due to the ongoing use of the  $500,000  line of credit with  Norwest
Business Credit, Inc.  Shareholders'  equity improved from $330,457 to $431,747,
which is primarily a result of the net  operating  income for the period.  As of
September  30, 1997 the  company  continues  to operate on a positive  cash flow
basis from its operations.

Despite  the  substantial  increase in sales,  sales for the three month  period
ended September 30, 1997, were negatively  impacted for two reasons.  First, one
of the  Company's  competitors  disseminated  what  the  Company  believes  is a
misleading and inaccurate  report regarding testing of the Company's new VHF/UHF
off-air  antenna  systems,  which  among  other  things,  caused  a delay in the
issuance of purchase orders for the products from at least one major electronics
retailer and  negatively  influenced  the sales force of the  Company's  largest
distributor.

                                        7


<PAGE>



                         FINANCIAL CONDITION (continued)
                         -------------------------------

Subsequently,  the Company filed a suit against the competitor  for, among other
things,  consumer fraud,  deceptive trade practices,  and tortious  interference
with prospective economic advantage.  The lawsuit was filed in the United States
District  Court for the Northern  District of  Illinois.  The Company is seeking
damages for the circulation of the report, together with attorneys' fees and the
costs  related  to the delays in  receiving  purchase  orders for the  Company's
products.

Secondly,  the Company's primary outsource  supplier of plastic failed to notify
the Company for several  weeks of its delay in the  placement  of the  Company's
plastic  order.  This  subsequently  caused  a delay  in the  production  of the
Company's MMDS flat antenna systems scheduled for delivery in  August/September.
The Company has now invested in new  equipment for the in-house  manufacture  of
its  plastic  products  and is now  vertically  integrated  as it relates to the
Company's  primary  component  manufacturing  for its off-air,  MMDS,  and panel
antenna series.  This investment is anticipated to allow the production of up to
22,000  plastic parts per month and, more  importantly  is anticipated to have a
positive effect on the company's gross margin.

Management  anticipates  a steady  increase in the sales of its VHF/UHF  off-air
Freedom(TM) and Walldo(TM)  antennas not only as the result of its own marketing
efforts but also because of the growing marketing  emphasis for off-air antennas
by the  direct  broadcast  satellite  (DBS)  industry.  Because  consumers  that
purchase  18"  diameter  satellite  dish systems must use other means to receive
their  local  television  stations'  signals,  DirecTV(R)  and  its  partner  US
Satellite  Broadcasting  (USSB) have each budgeted several million dollars for a
marketing   campaign  to  help  educate  consumers   nationwide  about  "antenna
solutions" for local off-air TV reception.  Management believes that the Company
is well positioned to benefit from these above-referenced  marketing efforts due
in some measure to the previously  announced  license  granted to the Company by
DirecTV(R) for the Company to use DirecTV(R)'s DSS(R) trademark on the Company's
Freedom(TM) antenna.










                                       8


<PAGE>



                           FORWARD LOOKING STATEMENTS

This report contains  forward looking  statements  within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934.  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 be correct.  See the Company's Annual
Report on Form 10-KSB for additional  statements  concerning  important factors,
such as demand for products,  manufacturing  costs, and competition,  that could
cause actual results to differ materially from the Company's expectations.














                                        9



<PAGE>


PART II - OTHER INFORMATION


ITEM 6. Exhibits And Reports On Form 8-K

          (a)  Exhibits.

               None

          (b)  Reports on Form 8-K.

               One report on Form 8-K was filed by the Registrant July 14, 1997.
               It  reported  the press  release  announcing  a  $500,000  credit
               facility  with Norwest  Business  Credit,  Inc., a subsidiary  of
               Norwest Bank.

               Another  report on Form 8-K was filed July 18, 1997 reporting the
               press  release   announcing   the  Company   being   licensed  by
               DIRECTV(R), a division of Hughes Electronics Corporation,  to use
               the DSS(R)  trademark on the  Company's new  FREEDOM(TM)  Antenna
               system

               A copy of the August  14,  1997,  press  release  announcing  the
               results of  operations  for the  second  quarter of 1997 was also
               reported on Form 8-K and filed August 15, 1997.







                                       10


<PAGE>





SIGNATURES


     Pursuant to the  requirements  of the  Securities  Exchange Act Of 1934, as
amended,  the  registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                                     ANTENNAS AMERICA, INC.


Date:    November 12, 1997           By: /s/  Randall P. Marx
                                        ----------------------------------------
                                        Randall P. Marx
                                        Chief Executive Officer
                                        and Principal Financial Officer













                                       11