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, 1999.

         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 August 10, 1999, the Registrant had outstanding  75,391,289  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, 1999

                                Table of Contents

                                                                        Page No.

Part I

Item 1.  Financial Statements

         Balance Sheets as of June 30,1999 (unaudited) and
                December 31, 1998............................................3

         Statements of Operations for the Three and Six Months Ended
                June 30, 1999 and 1998 (unaudited)...........................4

         Statements of Cash Flows for the Six Months Ended
                June 30, 1999 and 1998 (unaudited)...........................5

         Notes 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..........................................8

Part II

Item 5.  Other Information...................................................9

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



                                       2
<PAGE>


Part I
Item 1.  Financial Statements
                             Antennas America, Inc.
                                 Balance Sheets
<TABLE>
<CAPTION>

                                                                                   June 30,         December 31,
                                                                                     1999               1998
                                                                                  (unaudited)
                                                                               ----------------------------------
<S>                                                                              <C>               <C>
Assets
Current assets:
   Cash                                                                          $     62,489      $     17,555
   Accounts receivable, less allowance for doubtful accounts                          223,356           336,732
   Inventory                                                                          465,374           300,366
   Prepaid expenses                                                                    16,960            21,938
                                                                               ----------------------------------
Total current assets                                                                  768,179           676,591

Property and equipment, at cost, net of accumulated
   depreciation                                                                       399,976           404,814
Other assets:
   Deferred tax asset, noncurrent                                                     385,270           335,373
   Intangible assets, net of accumulated amortization                                  36,516            40,539
   Deposits and other long term assets                                                 24,316            23,588
                                                                               ==================================
Total assets                                                                       $1,614,257        $1,480,905
                                                                               ==================================

Liabilities and stockholders' equity
Current liabilities:
   Accounts payable                                                                $  639,493       $   351,793
   Notes payable-others                                                               379,947            97,799
   Note payable-bank                                                                        -           209,892
   Notes payable-officers                                                              43,674            33,274
   Current portion of capital lease obligations                                        68,302            62,657
   Accrued expenses                                                                    72,769            77,548
                                                                               ----------------------------------
Total current liabilities                                                           1,204,185           832,963

Other long-term obligations                                                                 -             6,000
Capital lease obligations, less current portion                                        27,830            60,027
Notes payable-others, less current portion                                                  -           116,345
Notes payable-officers, less current portion                                          105,756           110,948
                                                                               ----------------------------------
Total liabilities                                                                   1,337,771         1,126,283

Commitments

Stockholders' equity:
   Common stock, $.0005 par value, 250,000,000 shares
     authorized, 75,391,289 and 75,371,847 shares issued and
     outstanding June 30, 1999 and December 31, 1998, respectively                     37,696            37,686
   Additional paid-in capital                                                         944,829           937,839
   Accumulated deficit                                                               (706,039)         (620,903)
                                                                               ----------------------------------
Total stockholders' equity                                                            276,486           354,622
                                                                               ==================================
Total liabilities and stockholders' equity                                         $1,614,257        $1,480,905
                                                                               ==================================
</TABLE>

See accompanying notes.



                                       3

<PAGE>


                             Antennas America, Inc.
                            Statements of Operations
<TABLE>
<CAPTION>


                                                        Three months ended               Six months ended
                                                             June 30,                         June 30,
                                                    1999               1998           1999               1998
                                                ------------------------------     ------------------------------
                                                      (unaudited)                        (unaudited)

<S>                                             <C>                 <C>            <C>              <C>
Sales, net                                      $ 1,188,635         $ 573,804      $ 1,663,478      $ 1,416,552
Cost of sales                                       865,161           380,374        1,206,651          940,196
                                                ------------------------------     ------------------------------
Gross profit                                        323,474           193,430          456,827          476,356
General and administrative expenses                 278,788           342,129          531,121          599,188
                                                ------------------------------     ------------------------------
Income (loss) from operations                        44,686          (148,699)         (74,294)        (122,832)

Other income (expense):
   Interest expense                                 (35,597)          (21,086)         (60,838)         (38,100)
   Other income                                          29                35               99               70
                                                ------------------------------     ------------------------------
Total other income (expense)                        (35,568)          (21,051)         (60,739)         (38,030)
                                                ------------------------------     ------------------------------

Income (loss) before income taxes                     9,118          (169,750)        (135,033)        (160,862)
Provision for (benefit from) income taxes             3,500           (57,717)         (49,897)         (54,693)
                                                ------------------------------     ------------------------------
Net income (loss)                                  $  5,618       $  (112,033)      $  (85,136)    $   (106,169)
                                                ==============================     ==============================


Net income (loss) per share                           $0.00             $0.00           $0.00             $0.00

Weighted average shares outstanding              75,387,718        74,077,713       75,382,773       73,989,333
</TABLE>


See accompanying notes.





                                       4
<PAGE>


                             Antennas America, Inc.
                            Statements of Cash Flows
<TABLE>
<CAPTION>

                                                                          Six months ended June 30,
                                                                            1999             1998
                                                                          -------------------------------
                                                                                 (unaudited)
<S>                                                                        <C>           <C>
Operating activities
Net loss                                                                   $ (85,136)    $  (106,169)
Adjustments to reconcile net loss to net cash provided by
   operating activities:
     Depreciation and amortization                                            54,005          53,423
     Noncash expense for issuance of stock and options                         1,000          20,000
     Accrued interest on notes payable added to principal                      9,471           4,816
     Accrued salary added to note payable                                      4,777               -
     Amortization of note discount                                             2,500               -
     Deferred tax benefit                                                    (49,897)        (54,693)
     Changes in operating assets and liabilities:
       Decrease in accounts receivable                                       113,376          26,373
       (Increase) decrease in inventory                                     (165,008)         73,953
       Decrease in prepaid expenses                                            4,978           6,710
       Increase in other assets                                                 (728)         (3,813)
       Increase in accounts payable and accrued expenses                     276,921          59,722
                                                                          -------------------------------
Net cash provided by operating activities                                    166,259          80,322

Investing activities
Patent acquisition costs                                                          -          (13,735)
Acquisition of plant and equipment                                           (45,144)        (60,408)
                                                                          -------------------------------
Net cash used in investing activities                                        (45,144)        (74,143)

Financing activities
Reductions in revolving credit line                                         (209,892)        (84,044)
Proceeds from new short term debt                                            200,000               -
Repayment of notes and leases payable                                        (66,289)        (41,088)
Proceeds from equipment refinancing                                               -            8,160
Proceeds from equipment refinancing                                               -           69,336
Repayment of officer loans                                                        -           (1,000)
                                                                          -------------------------------
Net cash used in financing activities                                        (76,181)        (48,636)
                                                                          -------------------------------

Net increase (decrease) in cash                                               44,934         (42,457)
Cash, beginning of period                                                     17,555          61,642
                                                                          ===============================
Cash, end of period                                                         $ 62,489        $ 19,185
                                                                          ===============================

Supplemental cash flow information:
  Cash paid for interest                                                    $ 47,691        $ 33,284

</TABLE>

See accompanying notes.









                                       5

<PAGE>


                             Antennas America, Inc.
                          Notes to Financial Statements
                                  June 30, 1999


Note 1.  Basis of Presentation

         The accompanying  unaudited  financial  statement have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information  and  with the  instructions  to Form  10-QSB  and  Item  310(b)  of
Regulation  S-B.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included.  Operating results for the three and six month periods ended June
30, 1999 and 1998 are not  necessarily  indicative  of the  results  that may be
expected for the year ended December 31, 1999. For further information, refer to
the financial  statements and footnotes thereto included in the Company's annual
report on Form 10-KSB for the year ended December 31, 1998.

Note 2.  Reclassifications

         Certain  amounts in the June 30, 1998  financial  statements  have been
reclassified to conform with the June 30, 1999 presentation.
























                                       6

<PAGE>


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

                             Antennas America, Inc.
                       For the Period Ended June 30, 1999

Results of Operations

         Sales were  $1,188,635  for the three month period ended June 30, 1999,
as compared to $573,804 for the three month period ended June 30, 1998. The 107%
increase  in  revenues  resulted  from the  sales of the new  local TV  antennas
systems sold under the GE brand name through Jasco Products and shipments  under
the contract from Thomson Consumer Electronics local TV antenna system under the
RCA  brand  name.  Sales  for the six  month  period  ended  June 30,  1999 were
$1,663,478  compared to $1,416,552  for the same period in 1998. The increase in
shipments  pursuant to the Thomson contract in the second quarter were offset by
the delay in shipments of the  company's  new local TV antenna  until the second
quarter of 1999 which were originally scheduled for the fourth quarter of 1998.

         The  Company had net income of $5,618 for the three  months  ended June
30, 1999 as compared with a loss of $112,033 for the three months ended June 30,
1998.  The  improved  results  were caused by higher  sales as  described  above
combined  with a 19% reduction in operating  expenses.  For the six month period
ended June 30, 1999, the Company  incurred a loss of $85,136  compared to a loss
of $106,169 for the same period in 1998. The lower loss was due to the increased
sales and decreased operating expenses.

         Interest  expense  increased  for the three month period ended June 30,
1999 from the same  period in 1998 by $14,511  and by $22,738  for the six month
period ended June 30, 1999 compared to 1998 due to higher interest rate charges,
a loan  agreement  with a vendor to ramp up the  Company's  new local TV antenna
production and additional amounts outstanding under capital leases.

Financial Condition

         Compared to December 31, 1998,  the  Company's  total assets as of June
30, 1999 increased by $133,352 to $1,614,257.  The increase was primarily due to
the increase in inventory due to the higher sales from the Thomson contract.

         The note payable to the bank as of December 31, 1998 was an asset-based
revolving  credit line which bore interest at prime plus 6% (13.75%).  This line
was discontinued by the bank as of January 31, 1999 and the Company then entered
into an accounts receivable purchase agreement with another division of the same
bank on February 1, 1999. Under the new  arrangement,  the bank will purchase 85
percent of approved accounts  receivable from the Company,  thereby reducing the
amount of  accounts  receivable  by the amount of funds  received by the Company
from the sale of those receivables.

         The financing cost for this new arrangement is 1% of the receivable for
the first 10 days and 1/15 of 1% each day  thereafter  until the account is paid
in full.  The maximum  amount  charged is 9% of the  receivable.  As of June 30,
1999, the Company showed $60,692 as accounts  receivable  relating to the unsold
15 percent of the accounts  receivable which belong to the Company but which are
held by the bank as a  reserve  until  the bank  has been  paid for the  account
receivable by the customer.

         Liabilities   increased  $211,488  to  $1,337,771.   The  increase  was
primarily  due  to a  $287,700  increase  in  accounts  payable  related  to the
previously  discussed  increase in inventory to accommodate  the new sales.  The
previously  outstanding note payable to the bank was repaid using funds from the
new account purchase arrangement.  In addition,  effective February 16, 1999, an
agreement  was entered into with one of the Company's  distributors  whereby the
distributor advanced the Company $200,000 at an interest rate of 12% until March
1, 2000, and at 14% thereafter,  and the Company granted the distributor options
to purchase  500,000  shares of stock at a price of $.03 per share.  The options
were valued in the transaction at $6,000. This amount was recorded as a discount
to the note and will be amortized  using the straight  line method over the life
of the note.  The note will be paid back through a reduced  price on product and
interest will be paid monthly.  The funds advanced were used for working capital
purposes.



                                       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  temporary
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 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.  To date, no vendors or suppliers have indicated that they anticipate any
Year 2000 issues, so no contingency plans have been required to be developed for
any vendors that may not be Year 2000 compliant.  The Company  anticipates  that
its  contingency  plans  that may be needed  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.  Costs to date to
become Year 2000 compliant and expected costs in the future are not  anticipated
to be significant.

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.













                                       8
<PAGE>


PART II

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 a reasonable time before
the Company's  mailing of proxy  materials  for that  meeting.  Based on current
planning for scheduling the annual meeting, notice must be received on or before
September 1, 1999 in order for the Company not to have discretionary  authority.
In addition,  if the Company receives notice on or before September 1, 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  September  1,  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.

                           Financial Data Schedule

                  (b)      Reports on Form 8-K.

                           None.














                                       9
<PAGE>


                                    SIGNATURE


         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 11, 1999                  By:   /s/ Randall P. Marx
                                              ---------------------------------
                                                Randall P. Marx
                                                Chief Executive Officer
                                                and Principal Financial Officer






























                                       10