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, 1996

           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 
       incorporation or organization                Identification Number)

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


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


            4860 Robb Street, Suite #101, Wheat Ridge, Colorado 80033
            ----------------------------------------------------------
              (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, 1996 the Registrant had outstanding 72,539,422 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, 1996

                                TABLE OF CONTENTS


                                                                 Page No.

Part I

Item 1.  Financial Statements

     Balance Sheet as of September 30, 1996 ....................    3

     Statements of Operations for the Three
       and Nine Months Ended September 30, 1996 and 1995 ........   4

     Statements of Cash Flows for the Nine Months
       Ended September 30, 1996 and 1995 ........................   5

     Note to Financial Statements ...............................   6

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

Part II

Item 6.   Exhibits and Reports on Form 8-K .......................   9



                                       2


<PAGE>


                             ANTENNAS AMERICA, INC.
                                  BALANCE SHEET
                     FOR THE PERIOD ENDED SEPTEMBER 30, 1996


                                     ASSETS
                                     ------
                                                         9/30/96
                                                         -------

Current Assets:
     Cash                                              $     26,887
     Accounts Receivable                               $    287,403
     Inventories                                       $    209,301
     Prepaid Expenses                                  $     23,215
     Tax Asset (NOL)                                   $    254,162
                                                       ------------
                                                       $    800,968

     Machinery & Equipment net of
       accumulated depreciation                        $    148,314

     Other assets:
       Intangible assets net of
       accumulated amortization                        $     49,474
     Deposits                                          $     24,112
                                                       ------------
                   Total Assets                        $  1,022,868


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

Current Liabilities:
     Notes Payable                                     $    237,664
     Accounts Payable                                  $    199,616
     Accounts Payable-related party                    $      6,000
     Accrued employee compensation                     $      3,899
     Other accrued liabilities                         $     81,050
     Customer deposits                                 $     22,593
                                                       ------------
                   Total current liabilities           $    550,822

     Notes payable, officers                           $    124,366

Shareholders' Equity
     Common stock, .0005 per value
       250,000,000 shares authorized
        72,539,422 shares issued and
        outstanding.                                   $     35,570
     Paid in capital                                   $    581,485
     Subscriptions to common stock                     $    224,000
     Retained earnings (deficit)                       $   (493,375)
                                                       ------------
                   Total Equity                        $    347,680

     Total Liabilities and Equity                      $  1,022,868

                                       3
<PAGE>
<TABLE>
<CAPTION>


                                  ANTENNAS AMERICA, INC.
                                 STATEMENTS OF OPERATIONS
              FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

                                   NINE MONTHS ENDED             THREE MONTHS ENDED
                              ---------------------------   ----------------------------
                              9/30/96        9/30/95        9/30/96          9/30/95
                              -------        -------        -------          -------

<S>                           <C>            <C>            <C>              <C>         
Sales, Net                    $ 1,496,055    $  1,305,131   $    533,108     $    466,974

Cost of Sales                 $   873,818    $    857,651   $    307,588     $    294,351
                              -----------    ------------   ------------     ------------

Gross Profit                  $   622,237    $    447,480   $    225,520     $    172,623
Selling, general and
  administrative expenses     $   589,271    $    367,537   $    213,988     $    143,006
                              -----------    ------------   ------------     ------------


     Income (loss)
      from operations        $     32,966    $     79,943   $     11,532     $     29,617
                             ------------    ------------   ------------     ------------

Other income and (expense):
   Misc. Income              $       807     $     16,838   $         26     $     10,500
   Gain from debt
   cancellations             $    49,118     $      3,040   $      6,591     $        390
   Interest expense         ($    42,515)   ($      8,077) ($      9,848)   ($      1,792)

   Income from sale of 
   mobile antennas           $         0     $     34,399   $          0     $      5,040
                             -----------     ------------   ------------     ------------

   Net income (loss)

    before income taxes      $     40,376    $    126,143   $        8,301   $      43,755
                             ------------    ------------   --------------   -------------

Income Tax                   $     13,728    $      40,964  $        2,822   $      12,930
                             ------------    -------------  --------------   -------------

Net income (loss)            $     26,648    $      85,179  $        5,479   $      30,825

Average shares outstanding     72,539,422       69,145,535      72,539,422      69,145,535

                                                  4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                             Antennas America, Inc.
                      Consolidated Statements of Cash Flows
              For The Nine Months Ended September 30, 1996 and 1995
                                   (Unaudited)


                                                           1996             1995
                                                       -----------       ---------

<S>                                                    <C>               <C>      
Net income                                             $    26,648       $  85,179
  Adjustments to reconcile net
  income to net cash provided by operating
  activities:
  Depreciation and amortization                             28,309          12,100
  Gain  from  debt  cancellation                                --          (3,040)
  Utilization of net operating loss                             --          40,964
Changes in assets and liabilities:
  (Increase)  decrease in accounts  receivable             (11,832)       (101,579)
  (Increase)  decrease in  inventory                       (46,985)        (56,047)
  (Increase)  decrease in deferred tax asset                13,728              --
  (Increase)  decrease in prepaid expenses                 (19,570)          4,956
  (Increase)  decrease in other assets                      (2,037)         (6,624)
  Increase (decrease) in accounts payable and
     accrued expenses                                      (15,824)         50,707
  Increase (decrease) in customer deposits                  22,593              93
                                                        ----------       ---------
    Total adjustments                                      (31,618)        (58,470)
                                                        ----------       ---------
Net cash provided by (used in) operating activities         (4,970)         26,709
                                                        ----------       ---------

Cash flows from investing activities:
  Patent acquisition costs                                  (8,108)        (20,219)
  Acquisition of plant and equipment                       (78,118)        (21,946)
                                                        ----------       ---------
Net cash (used in) investing activities                    (86,226)        (42,165)             
                                                        ----------       ---------

Cash flows from financing  activities:
  Common stock subscriptions                               210,250          86,250
  Repayment of officer loans                               (24,488)        (23,682)
  Related party loan proceeds (repayment)                       --           3,863
  Proceeds from note payable                                36,000              --
  Purchase of officer's stock                              (34,605)             --
  Repayment of notes payable                               (84,985)        (35,914)
                                                        ----------      ----------

Net cash provided by financing activities                  102,172          30,517
                                                        ----------      ----------

Increase in cash                                            10,976          15,061
                              
Cash, beginning of period                                   15,911           7,026
                                                        ----------      ----------

Cash, end of period                                     $   26,887      $   22,087
                                                        ==========      ==========

                                       5
</TABLE>

<PAGE>
 
                             ANTENNAS AMERICA, INC.
                          NOTE TO FINANCIAL STATEMENTS
                               September 30, 1996


     The unaudited  financial  statements included herein were prepared from the
books of the Company in accordance with generally accepted accounting principles
and reflect all adjustments  which are, in the opinion of management,  necessary
to provide a fair statement of the results of operations and financial  position
for the interim  periods.  Such financial  statements  generally  conform to the
presentation  reflected in the  Company's  Annual  Report on Form 10-KSB for the
year ended  December 31,  1995,  and reflect  adjustments  which are solely of a
normal,  recurring  nature.  The current  interim  periods  reported  herein are
included in the fiscal year subject to independent audit at the end of the year.













                                       6


<PAGE>
                             ANTENNAS AMERICA, INC.

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                                       OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                     For the period ended September 30,1996

                              RESULTS OF OPERATIONS

     The  Company's  net income for the three and nine  months  ended  September
30,1996 was $5,479 and $26,648 respectively as compared with $30,825 and $85,179
for the three and nine months ended  September  30,1995.  The net income for the
three and nine month  periods  ended  September  30,  1996  includes  $6,591 and
$49,118  respectively,  of gain from debt  cancellation  as compared to $390 and
$3,040 gain from debt  cancellation,  respectively  for the three and nine month
periods  ended  September  30,  1995.  The  decrease  in  profits  is  primarily
attributable  to the increase in selling,  general and  administrative  expenses
related to the design and development of new antenna products, with increases in
interest expense, rent and advertising costs making up 53% of the total increase
in costs for the period.  The  increase  in  revenues to $533,108  for the three
months ended September 30, 1996 from $466,974 was attributable to an increase in
sales of new products  introduced  in this  period.  The increase in revenues is
also  attributable  to the  inclusion  in sales of  revenues  from  sales of the
Company's   mobile   antennas.   These  sales  were  made  by  Antennas  America
Distributing  co.,  Inc.  and were not  included in the total  revenues for 1995
until August 1, 1995. If these revenues for July 1996 for the three month period
ending  September  30, 1995 had been  included in the  Statement of  Operations,
revenues for that period  would have  increased  $13,624 to  $480,598.  If these
sales for the nine month period  ending  September 30, 1995 had been included in
the  Statement of  Operations,  revenues  for that period  would have  increased
$140,520 to $1,445,651.

     Further,  the  Company  continued  to not have the  benefit of sales to its
second largest  customer for the three and nine month period ended September 30,
1996 due to a sub-contractor of the Company providing sub-standard materials for
products  shipped  in the last  quarter of 1995 and first  quarter of 1996.  The
Company recalled and has  successfully  reworked all of the products sold during
the last quarter of 1995 and first  quarter of 1996.  Sales of this product have
resumed, however, the Company intends to take action against the supplier of the
materials to recoup its costs to rework the products as well as, but not limited
to, additional out of pocket expense.

     Gross  profit  margin  (gross  profit  divided  by net sales) for the three
months  and  nine  months  ended   September  30,  1996  increased  5%  and  8%,
respectively, as compared to the three and nine months ended September 30, 1995.
This increase is  attributable  to the increase in production  efficiency due to
the  Company's  ability to  maintain  larger  amounts of  inventory  to meet its
expanding  production as well as the purchase of additional  automated equipment
to better support its current as well as future production.

                                       7

<PAGE>


                               FINANCIAL CONDITION


     Current assets  increased from $593,443 at December 31, 1995 to $800,968 at
September 30, 1996; and current liabilities  increased from $450,822 at December
31,  1995 to $550,822  at  September  30,  1996.  Also  during the period  since
December 31, 1995, total  liabilities have decreased by $66,704 and total assets
have increased by $135,589.

     Shareholders' equity improved by $202,292 from $145,387 at December 31,1995
to $347,679 at September 30, 1996. The increase results  primarily from the sale
of $224,000 of the  Company's  common stock,  which was partially  offset by the
Company's  $30,000  repurchase  of two  million  shares at $.015 per share.  The
increase in  shareholders'  equity also  results  from the $26,648 of net income
recognized by the Company for net income.

     At  September   30,   1996,   the   Company's   current   operations   were
self-sustaining,  and the Company was desirous of additional capital in order to
be able to fund the  introduction  and  marketing of new products as well as the
development of additional products for the wireless marketplace.







                                       8





<PAGE>



                      PART II - OTHER INFORMATION


ITEM 6.   Exhibits And Reports On Form 8-K
          --------------------------------

          (a)  Exhibits.

               None

          (b)  Reports on Form 8-K.

               No reports on Form 8-K were filed by the Registrant  during the
               quarter ended September 30, 1996.





                                       9

<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:     October 31, 1996             By: _____________________________
                                          Randall P. Marx
                                          Chief Executive Officer
                                          and Principal Financial Officer





                                       10