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 June 30, 1998.

          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 June 30, 1998,  the Registrant had  outstanding  75,339,422  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

                                  JUNE 30, 1998

                                TABLE OF CONTENTS

                                                                        Page No.

Part I

Item 1.   Financial Statements

          Balance Sheet as of June 30,1998.................................3

          Statements of Operations for the Three
          and Six Months Ended June 30, 1998 and 1997......................4

          Statements of Cash Flows for the Six Months
          Ended June 30, 1998 and 1997.....................................5

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

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

          Results of Operations............................................7

          Financial Condition..............................................7

          Year 2000 Compliance.............................................8

          Forward Looking Statements.......................................9

Part II

Item 5.   Other Information...............................................10

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


                                        2

<PAGE>


                             ANTENNAS AMERICA, INC.
                                  BALANCE SHEET
                                  JUNE 30, 1998
                                   (UNAUDITED)

                                     ASSETS

Current assets:
  Cash                                                     $    19,185
  Accounts receivable, trade                                   301,312
  Inventories                                                  434,601
  Prepaid expenses                                              89,030
  Deferred tax asset                                           102,000
                                                          ------------
Total current assets                                           946,128

Property and equipment, net                                    461,318
Other assets:
  Deferred tax asset, non-current                              155,302
  Intangible assets                                             46,332
  Deposits                                                      14,425
                                                          ------------
Total assets                                               $ 1,623,505
                                                          ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Note payable - bank                                      $   166,686
  Notes payable - others                                       210,748
  Current portion of leases payable                             45,405
  Accounts payable and accrued expenses                        504,741
                                                          ------------
Total current liabilities                                      927,580

Leases payable                                                  71,200
Notes payable - officer                                        136,501
                                                          ------------
Total liabilities                                            1,135,281

Stockholders' equity:
Common stock, $.0005 par value, 250,000,000
shares authorized, 75,339,422 shares issued
and outstanding                                                 37,670
Additional paid-in capital                                     922,900
Common stock options outstanding                                10,000
Accumulated deficit                                           (482,346)
                                                          ------------
      Total stockholders' equity                               488,224
Total liabilities and stockholders' equity                 $ 1,623,505
                                                          ============

See accompanying note to financial statements.


                                        3

<PAGE>


                             ANTENNAS AMERICA, INC.
                            STATEMENTS OF OPERATIONS
              FOR THE PERIODS ENDED JUNE 30, 1998 AND JUNE 30, 1997
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                            Three Months Ended                  Six Months Ended
                                                 June 30,                           June 30,
                                      ----------------------------        ----------------------------
                                        1998                1997            1998                1997
                                      --------            --------        --------            --------


<S>                                  <C>                 <C>              <C>                   <C>       
Sales, net                           $  573,839          $ 744,606      $1,416,622          $1,359,982

Cost of sales                           321,512            401,787         815,976             699,103
                                     ----------         ----------      ----------          ----------

     Gross profit                       252,327            342,819         600,646             660,879

Selling, general and administrative
expenses                                400,991            266,649         723,408             518,389
                                     ----------         ----------      ----------          ----------

     Income (loss) from operations     (148,664)            76,170        (122,762)            142,490

Other income (expense):
  Interest expense                      (21,086)           (18,975)        (38,100)            (33,873)
                                     ----------         ----------      ----------          ----------

  Income (loss) before income taxes    (169,750)            57,195        (160,862)            108,617
  Income tax expense (benefit)          (57,717)            19,446         (54,693)             36,929
                                     ----------         ----------      ----------          ----------

     Net income (loss)                $(112,033)         $  37,749       $(106,169)         $   71,688
                                     ==========         ==========      ==========          ==========

Shares outstanding                   75,339,422         75,189,422      75,339,422          75,189,422
</TABLE>


See accompanying note to financial statements.


                                        4

<PAGE>


                             ANTENNAS AMERICA, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
            FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND JUNE 30, 1997
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                            1998              1997
                                                          --------          -------
<S>                                                      <C>             <C>       
Net income (loss)                                        $(106,169)      $   71,687

  Adjustments  to reconcile  net income (loss)
   to net cash provided by operating activities:
    Depreciation and amortization                           53,423           16,800
    Noncash expense for issuance of stock options           20,000                -
    Interest added to note payable                           4,816                -
Changes in assets and liabilities:
    (Increase) decrease in accounts receivable              26,373         (247,780)
    (Increase) decrease in inventory                        73,953          (81,480)
    (Increase) decrease in deferred tax asset              (54,693)          36,929
    (Increase) decrease in prepaid expenses                  6,710           (3,505)
    (Increase) decrease in other assets                     (3,813)          (9,833)
    Increase (decrease) in accounts payable and
        accrued expenses                                    59,722            8,778
                                                         ---------        ---------
       Total adjustments                                   186,491         (280,091)
  Net cash provided by (used in) operating activities       80,322         (208,404)
                                                         ---------        ---------

Cash flows from investing activities:
   Patent acquisition costs                                (13,735)          (7,981)
   Acquisition of plant and equipment                      (60,408)         (66,899)
                                                         ---------        ---------
Net cash used in investing activities                      (74,143)         (74,880)
                                                         ---------        ---------

Cash flows from financing activities:
  Repayment of bank note                                   (84,044)               -
  Proceeds of new borrowing                                      -          272,551
  Repayment of notes and leases payable                    (41,088)         (33,311)
  Proceeds from equipment refinancing                        8,160                -
  Repayment of officer loans                                (1,000)               -
  Proceeds from officer loan                                     -            7,151
  Proceeds from exercise of options, net                    69,336                -
  Common stock subscriptions                                     -           15,000
                                                         ---------        ---------
Net cash provided by (used in) financing activities        (48,636)         261,391
                                                         ---------        ---------

Decrease in cash                                           (42,457)         (21,893)
Cash and cash equivalents, beginning of period              61,642           55,636
                                                         ---------        ---------
Cash and cash equivalents, end of period                 $  19,185        $  33,743
                                                         =========        =========

Supplemental cash flow information:
  Cash paid for interest                                 $  29,008        $  33,661
  Cash paid for income taxes                             $       -        $       -

Non-cash investing and financing activities:
  Capital lease obligations incurred                     $  41,601        $       -
  Issuance of common stock options                       $  40,000        $       -
  Tax benefit related to stock options                   $   5,100        $       -
</TABLE>


                 See accompanying note to financial statements.

                                        5

<PAGE>


                             ANTENNAS AMERICA, INC.
                          NOTE TO FINANCIAL STATEMENTS
                                  JUNE 30, 1998


     In  the  opinion  of  management,   the  accompanying  unaudited  condensed
financial  statements  contain all  adjustments  necessary to present fairly the
financial  position  of the  Company  as of June 30,  1998,  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, 1997.  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 JUNE 30,1998


Results Of Operations

     The Company's net loss for the three and six months ended June 30, 1998 was
$112,033 and $106,169,  respectively, as compared with net income of $37,749 and
$71,688,  respectively,  for the  three  and six  months  ended  June 30,  1997.
Operating  results for the period were affected by several factors including the
transition  to a new  antenna  system for one of the  Company's  largest  O.E.M.
customers,  the maintenance of production  overhead  despite the seasonal lag in
sales of the local TV antenna systems,  increased marketing costs,  increases in
general and  administrative  expenses  incurred to support the Company's ongoing
higher sales levels,  and  contractual  investor  relations  consulting  fees of
$30,000 and certain one-time related costs amounting to an additional $37,000.

     Sales were  $537,839 and  $1,416,622,  respectively,  for the three and six
month  periods  ended June 30,  1998,  as compared to $744,606  and  $1,359,982,
respectively,  for the three and six month periods  ended June 30, 1997.  The 4%
increase  in  revenues  year to date and the  decrease in revenues in the second
quarter  were  affected  by the  anticipated  seasonal  decrease in sales of the
Company's local TV antennas and the transition to and subsequent lower cost of a
new antenna system for one of the Company's largest O.E.M.  customers.  Sales of
the new product were delayed in the second quarter due to the lead time required
for certain components to build the product.

     Gross  profit  margin  (gross  profit  divided  by net sales) for the three
months and six months ended June 30, 1998 decreased from 46% to 44% and from 49%
to 42%,  respectively,  as compared  to the three and six months  ended June 30,
1997. This decrease is primarily  attributable to the pass-through  purchases of
certain components required by the Company's O.E.M. customers to manufacture and
assemble the customers' proprietary wireless products that include the Company's
conformal  antenna  system.   Historically,   the  Company  has  only  sold  its
proprietary antenna system to its customers. However, as the Company expands its
manufacturing  capabilities,  it is anticipated  that its customers will request
more turnkey assembly of components not  manufactured by the Company.  This will
result in an overall lower gross profit margin as compared to prior periods.


Financial Condition

     Compared to December 31, 1997,  the  Company's  total assets as of June 30,
1998,  decreased  $3,566  to  $1,623,505.   Liabilities   decreased  $11,833  to
$1,135,281.  Shareholders'  equity  improved  from  $479,957  to  $488,224.  The
issuance and exercise of common stock options increased equity by $114,436 which
was offset by the net loss for the period of $106,169.

     As of June 30, 1998,  the Company  continues to operate on a positive  cash
flow basis from its operations.  However,  due to the seasonal nature of several
of the new products  introduced by the Company in the same period last year, the
Company is adjusting its operation to a more seasonal revenue stream. Management
is in the  process  of  determining  the  best  way to  increase  the  Company's
capitalization  to better meet the  fluctuations and demand of the Company's new
and existing products.


                                        7

<PAGE>


Year 2000 Compliance

     Year 2000  compliance  is the ability of computer  hardware and software to
respond to the problems posed by the fact that computer  programs  traditionally
have used two digits rather than four digits to define an applicable  year. As a
consequence,  any of the Company's  computer  programs that have  date-sensitive
software  may  recognize a date using "00" as the year 1900 rather than the year
2000.  This  could  result  in  a  system  failure  or  miscalculations  causing
interruption of operations,  including  temporary  inability to send invoices or
engage in normal business  activities or to operate  equipment such as telephone
systems,  facsimile machines and production machinery.  The Company currently is
working with its equipment suppliers to confirm that this equipment is Year 2000
compliant.  The Company  believes  that this review will be  completed  prior to
year-end  and that the cost of this review will be not be  material.  Until this
review has been  completed,  the  Company has no estimate of the cost to correct
any  deficiency  in Year 2000  compliance  for this  equipment.  The Company has
completed  its review of its  accounting  software and has  confirmed  that that
software is Year 2000 compliant.

                                       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 5. Other Information

     Pursuant to Rule  14a-4(c)  under the  Securities  Exchange Act of 1934, as
amended, the Company hereby notifies its stockholders that the proxies solicited
by the Company in  connection  with the Company's  annual  meeting to be held in
1999  will  confer  discretionary   authority  to  vote  on  matters  raised  by
stockholders  for which the Company  did not have notice on or before  March 23,
1999. In addition, if the Company receives notice on or before March 23, 1999 of
a  matter  that a  stockholder  intends  to  raise  at  the  annual  meeting  of
stockholders  to be held in 1999,  the  proxies  solicited  by the  Company  may
exercise  discretion to vote on each such matter if the Company  includes in its
proxy  statement  advice on the nature of the matter  raised and how the Company
intends to exercise its  discretion  to vote on each such matter.  However,  the
Company may not exercise discretionary voting authority on a particular proposal
if the proponent of that proposal provides the Company with a written statement,
on or before  March 23,  1999,  that the  proponent  intends  to deliver a proxy
statement  and form of proxy  to  holders  of at  least  the  percentage  of the
Company's voting shares required under applicable law to carry the proposal (the
"Required  Percentage"),  which would be a majority of the Company's outstanding
common  stock or a majority  of the shares of common  stock  represented  at the
meeting,  depending on the nature of the proposal, if the proponent includes the
same  statement  in its proxy  materials  filed  under  Rule  14a-6,  and if the
proponent,  immediately after soliciting the holders of the Required Percentage,
provides  the Company  with a statement  from any  solicitor or any other person
with  knowledge  that the  necessary  steps  have been  taken to deliver a proxy
statement and form of proxy to the holders of the Required Percentage.


Item 6. Exhibits And Reports On Form 8-K

                  (a)      Exhibits.

                           None

                  (b)      Reports on Form 8-K.

                           *   A Form 8-K was filed on May  15,  1998  reporting
                               the   Company's  May  14,  1998   press   release
                               announcing  the  results  of  operations  for the
                               first quarter of 1998.

                           *   A Form 8-K was filed  on  May 20, 1998  reporting
                               the  Company's  April  24,  1998   press  release
                               announcing  that the  Company  had been  notified
                               by the U.S. Patent office that the pending patent
                               application of an antenna assembly  that includes
                               use of an  antenna  circuit and associated  cable
                               as part of the antenna had been allowed.

                                       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:  August 14, 1998                 By:   /s/ Randall P. Marx
                                                 ---------------------
                                                 Randall P. Marx
                                                 Chief Executive Officer
                                                 and Principal Financial Officer



                                       11