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, 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 September 30, 1998, the Registrant had  outstanding  75,414,648  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, 1998

                                TABLE OF CONTENTS

                                                                        Page No.

Part I

Item 1. Financial Statements

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

     Statements of Operations for the Three and Nine Months Ended
         September 30, 1998 and 1997.........................................4

     Statements of Cash Flows for the Nine Months Ended
         September 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
                               SEPTEMBER 30, 1998
                                   (UNAUDITED)

                                     ASSETS
Current assets:
  Cash                                                           $     44,177
  Accounts receivable, trade                                          410,404
  Inventories                                                         378,468
  Prepaid expenses                                                     59,199
  Deferred tax asset                                                  102,000
                                                                 ------------
     Total current assets                                             994,248

Property and equipment, net                                           443,655
Other assets:
  Deferred tax asset, non-current                                     145,333
  Intangible assets                                                    45,015
  Deposits                                                             14,425
                                                                -------------
Total assets                                                       $1,642,676
                                                                =============

                        LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Note payable - bank                                             $   225,959
  Notes payable - others                                              208,255
  Current portion of leases payable                                    59,353
  Accounts payable and accrued expenses                               426,254
                                                                 ------------
Total current liabilities                                             919,821

Leases payable                                                         70,851
Notes payable - officer                                               139,783
                                                                 ------------
Total liabilities                                                   1,130,455

Stockholders' equity:
 Common stock, $.0005 par value,
  250,000,000 shares authorized,
  75,414,648 shares issued and outstanding                             37,707
 Additional paid-in capital                                           927,513
 Common stock options outstanding                                      10,000
 Accumulated Deficit                                                 (462,999)
                                                                -------------
    Total stockholders' equity                                        512,221
                                                                -------------
Total liabilities and stockholders' equity                         $1,642,676
                                                                =============


                 See accompanying note to financial statements.

                                        3

<PAGE>


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


<TABLE>
<CAPTION>
                                                            Three Months Ended                       Nine Months Ended
                                                               September 30,                            September 30,
                                                   ------------------------------------     ---------------------------------------
                                                         1998                1997                 1998                  1997
                                                   -----------------   ----------------     -----------------     -----------------

<S>                                                      <C>                 <C>                  <C>                   <C>       
Sales, net                                             $  807,560        $  695,600            $2,224,112            $2,055,582

Cost of sales                                             451,258           383,584             1,267,234             1,112,106
                                                       ----------        ----------            ----------            ----------

     Gross profit                                         356,302           312,016               956,878               943,476

Selling, general and administrative                       329,893           274,339             1,053,301               763,309
                                                       ----------        ----------            ----------            ----------
  expenses

     Income (loss) from operations                         26,409            37,677               (96,423)              180,167

Other income (expense):
  Interest expense                                        (22,996)          (15,555)              (61,096)              (49,429)
  Other income                                             25,902                 -                25,971                     -
                                                       ----------        ----------            ----------            ----------

  Income (loss) before income taxes                        29,315            22,122              (131,548)              130,738
  Income tax expense (benefit)                              9,968             7,521               (44,726)               44,450
                                                       ----------        ----------            ----------            ----------

     Net income (loss)                                 $   19,347        $   14,601            $  (86,822)           $   86,288
                                                       ==========        ==========            ==========            ==========

Shares outstanding                                     75,414,648        73,189,422            75,414,648            73,189,422
</TABLE>


                 See accompanying note to financial statements.

                                        4

<PAGE>


                             ANTENNAS AMERICA, INC.
                            STATEMENTS OF CASH FLOWS
       FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND SEPTEMBER 30, 1997
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                     1998                         1997
                                                                               ----------------             -----------------
<S>                                                                               <C>                          <C>      
Net income (loss)                                                                 $ (86,822)                   $  86,288
  Adjustments to reconcile net income (loss) to net
   cash provided by operating activities:
    Depreciation and amortization                                                    82,700                       25,200
    Noncash expense for issuance of stock and stock options                          34,650                            -
    Interest added to note payable                                                   12,686                        6,647
    Salary expense added to note payable                                              3,077                            -
    Gain from debt cancellation                                                     (24,862)                           -
  Changes in assets and liabilities:
    (Increase) decrease in accounts receivable                                      (82,719)                    (178,439)
    (Increase) decrease in inventory                                                130,086                     (110,769)
    (Increase) decrease in deferred tax asset                                       (44,724)                      44,450
    (Increase) decrease in prepaid expenses                                          26,541                        3,127
    (Increase) decrease in other assets                                              (3,813)                       7,639
    Increase (decrease) in accounts payable and
        accrued expenses                                                              5,478                       87,529
                                                                                  ---------                    ---------
       Total adjustments                                                            139,100                     (114,616)
  Net cash provided by (used in) operating activities                                52,278                      (28,328)
                                                                                  ---------                    ---------

Cash flows from investing activities:
   Patent acquisition costs                                                         (14,665)                      (4,228)
   Acquisition of plant and equipment                                               (68,241)                    (173,398)
                                                                                  ---------                    ---------
Net cash used in investing activities                                               (82,906)                    (177,626)
                                                                                  ---------                    ---------

Cash flows from financing activities:
  Repayment of bank note                                                            (24,771)                           -
  Proceeds of new borrowing                                                               -                      272,551
  Repayment of notes and leases payable                                             (62,506)                     (57,900)
  Proceeds from equipment refinancing                                                32,104                            -
  Repayment of officer loans                                                         (1,000)                     (43,138)
  Proceeds from exercise of options, net                                             69,336                            -
  Common stock subscriptions                                                              -                       15,000
                                                                                  ---------                    ---------
Net cash provided by financing activities                                            13,163                      186,513
                                                                                  ---------                    ---------

Decrease in cash                                                                    (17,465)                     (19,441)
Cash and cash equivalents, beginning of period                                       61,642                       55,636
                                                                                  ---------                    ---------
Cash and cash equivalents, end of period                                          $  44,177                    $  36,195
                                                                                  =========                    =========

Supplemental cash flow information:
  Cash paid for interest                                                          $  43,718                    $  42,782
  Cash paid for income taxes                                                      $       -                    $       -
Non-cash investing and financing activities:
  Capital lease obligations incurred                                              $  43,135                    $       -
  Issuance of common stock options                                                $  40,000                    $       -
  Issuance of common stock for directors' fees                                    $   4,650                    $       -
  Tax benefit related to stock options                                            $   5,100                    $       -
</TABLE>


                 See accompanying note to financial statements.

                                        5

<PAGE>


                             ANTENNAS AMERICA, INC.
                          NOTE TO FINANCIAL STATEMENTS
                               SEPTEMBER 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 September 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 SEPTEMBER 30, 1998

Results Of Operations

     The Company's net results for the three and nine months ended September 30,
1998 were  income of $19,347 and a loss of  $86,822,  respectively,  as compared
with net income of $14,601  and  $86,288,  respectively,  for the three and nine
months ended  September 30, 1997. The 33% increase in income for the three month
period ended  September 30, 1998 is  attributable  to a 16% increase in revenues
and the in-house manufacturing of certain components that were outsourced in the
same period last year. Operating results for the nine month 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 $47,000.

     Sales were $807,560 and  $2,224,112,  respectively,  for the three and nine
month periods ended  September 30, 1998, as compared to $695,600 and $2,055,582,
respectively,  for the three and nine month  periods  ended  September 30, 1997.
These results reflect the Company's  increase in sales to O.E.M.  and commercial
customers.  The  Company's  planned  introduction  of its new  line of  local TV
antennas was delayed  until the first quarter of 1999,  and therefore  there was
not an increase in sales of local TV antennas for the 1998 periods. This delayed
introduction  of these new  products is  anticipated  to result in sales for the
fourth  quarter of 1998 being at  approximately  the same level as sales for the
third quarter.

     The Company has recently  announced  that some of its  commercial  consumer
products will be sold under the GE brand name through Jasco  Products  beginning
in January  1999.  With this  important  development  the  Company is working to
develop  additional  products to expand its consumer  electronics  business that
could provide both short term and long term opportunities to the Company.

     Gross  profit  margin  (gross  profit  divided  by net  sales)  varies on a
quarterly basis due to a number of factors,  including  product mix,  production
volume for certain of the  Company's  O.E.M.  customers and new product start up
costs.  Gross  profit  margins  in 1998 have been  reduced  by 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 and offset
by the  increase  in  profit  margins  due to the  investment  in  manufacturing
equipment  to  manufacture  certain  components  previously  outsourced  by  the
Company.  For the three months and nine months ended  September 30, 1998,  gross
profit margin was 44% and 43% as compared to 45% and 46%, respectively,  for the
three and nine months ended September 30, 1997.

Financial Condition

     Compared to December 31, 1997,  the Company's  total assets as of September
30, 1998,  increased  $15,605 to $1,642,676.  Liabilities  decreased  $16,659 to
$1,130,455.  Stockholders'  equity  improved  from  $479,957  to  $512,221.  The
issuance  of common  stock and options  and the  exercise  of options  increased
equity by $119,086 which was offset by the net loss for the period of $86,822.

     As of September  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 or equipment using internal
programs  may  recognize a date using "00" as the year 1900 rather than the year
2000.  This  could  result  in  a  system  failure  or  miscalculations  causing
interruption of operations,  including  temporar y inability to send invoices or
engage in normal business  activities or to operate  equipment such as telephone
systems, facsimile machines and production machinery.

     To date,  the Company has reviewed its  financial  accounting  software and
system and has determined it is fully Year 2000 compliant.  The Company has also
been  informed by vendors that major pieces of office and  production  equipment
used  by the  Company  are  Year  2000  compliant.  The  Company  has  requested
documentation  to support  these  assurances.  There are two other key pieces of
production equipment used in the Company's  manufacturing  process that have not
been reviewed.  For one piece,  its functions may be performed  manually so that
the  Company  does not  believe it would be  materially  harmed if this piece of
equipment is not Year 2000  compliant.  The other piece cannot be replaced  with
manual  processes  but the  functions  performed  by  this  equipment  could  be
subcontracted out if necessary at a cost that the Company does not believe would
be materially greater than the Company's cost of performing these functions.  It
is  anticipated  that the Company's  review of these pieces of equipment will be
completed by the end of this year.

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

                                        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.

               None

                                       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 13, 1998                 By: /s/ Randall P. Marx
                                                ---------------------
                                                Randall P. Marx
                                                Chief Executive Officer
                                                and Principal Financial Officer

                                       11