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 March 31, 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 May 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

                                 March 31, 1999

                                Table of Contents

                                                                        Page No.

Part I

Item 1.  Financial Statements

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

         Statements of Operations for the Three Months Ended
                March 31, 1999 and 1998 (unaudited).........................4

         Statements of Cash Flows for the Three Months Ended
                March 31, 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>

                                                                                   March 31,        December 31,
                                                                                     1999               1998
                                                                                  (unaudited)
                                                                               ----------------------------------
<S>                                                                              <C>               <C>
Assets
Current assets:
   Cash                                                                          $     27,638      $     17,555
   Accounts receivable, less allowance for doubtful accounts                          121,286           336,732
   Inventory                                                                          307,453           300,366
   Prepaid expenses                                                                    26,034            21,938
                                                                               ----------------------------------
Total current assets                                                                  482,411           676,591

Property and equipment, at cost, net of accumulated                                               
   depreciation                                                                       385,453           404,814
Other assets:
   Deferred tax asset, noncurrent                                                     388,769           335,373
   Intangible assets, net of accumulated amortization                                  38,527            40,539
   Deposits and other long term assets                                                 23,588            23,588
                                                                               ==================================
Total assets                                                                       $1,318,748        $1,480,905
                                                                               ==================================

Liabilities and stockholders' equity 
 Current liabilities:
   Accounts payable                                                                $  326,860        $  351,793
   Notes payable-others                                                               402,636            97,799
   Note payable-bank                                                                        -           209,892
   Notes payable-officers                                                              43,456            33,274
   Current portion of capital lease obligations                                        63,540            62,657
   Accrued expenses                                                                    61,773            77,548
                                                                               ----------------------------------
Total current liabilities                                                             898,265           832,963

Other long-term obligations                                                             3,000             6,000
Capital lease obligations, less current portion                                        43,109            60,027
Notes payable-others, less current portion                                                  -           116,345
Notes payable-officers, less current portion                                          104,506           110,948
                                                                               ----------------------------------
Total liabilities                                                                   1,048,880         1,126,283

Commitments

Stockholders' equity:
   Common stock, $.0005 par value, 250,000,000 shares
     authorized, 75,382,957 shares issued and outstanding                              37,686            37,686
   Additional paid-in capital                                                         943,839           937,839
   Accumulated deficit                                                               (711,657)         (620,903)
                                                                               ----------------------------------
Total stockholders' equity                                                            269,868           354,622
                                                                               ==================================
Total liabilities and stockholders' equity                                         $1,318,748        $1,480,905
                                                                               ==================================
</TABLE>

See accompanying notes.



                                       3
<PAGE>


                             Antennas America, Inc.
                            Statements of Operations

<TABLE>
<CAPTION>

                                                                           Three months ended March 31,
                                                                              1999               1998
                                                                       --------------------------------------
                                                                                    (unaudited)

<S>                                                                         <C>               <C>         
Sales, net                                                                  $   474,844       $    842,749
Cost of sales                                                                   341,490            559,822
                                                                       --------------------------------------
Gross profit                                                                    133,354            282,927
Selling, general and administrative expenses                                    252,334            257,055
                                                                       --------------------------------------
Income (loss) from operations                                                  (118,980)            25,872

Other income (expense):
   Interest expense                                                             (25,241)           (17,014)
   Other income                                                                      70                 35
                                                                       --------------------------------------
Total other income (expense)                                                    (25,171)           (16,979)
                                                                       --------------------------------------

Income (loss) before income taxes                                              (144,151)             8,893
Provision for (benefit from) income taxes                                       (53,397)             3,024
                                                                       --------------------------------------
Net income (loss)                                                           $   (90,754)       $     5,869
                                                                       ======================================

Net income (loss) per share                                                      $0.00               $0.00

Weighted average shares outstanding                                          75,382,957         73,839,422

</TABLE>

See accompanying notes.



                                       4

<PAGE>


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

                                                                             Three months ended March 31,
                                                                                1999             1998
                                                                          -----------------------------------
                                                                                     (unaudited)
<S>                                                                            <C>             <C>      
Operating activities
Net income (loss)                                                              $ (90,754)      $   5,869
Adjustments to reconcile net income (loss) to net cash provided by
   operating activities:
     Depreciation and amortization                                                26,581          25,815
     Accrued interest on notes payable added to principal                          4,677           2,384
     Accrued salary added to note payable                                          3,527               -
     Amortization of note discount                                                 1,000
     Deferred tax expense (benefit)                                              (53,396)          3,024
     Changes in operating assets and liabilities:
       (Increase) decrease in accounts receivable                                215,446         (58,026)
       Increase in inventory                                                      (7,087)         (1,016)
       Increase in prepaid expenses                                               (4,096)         (2,237)
       Increase (decrease) in accounts payable and accrued expenses              (43,708)         69,599
                                                                          -----------------------------------
Net cash provided by operating activities                                         52,190          45,412

Investing activities
Patent acquisition costs                                                              -          (10,123)
Acquisition of plant and equipment                                                (5,208)        (57,645)
                                                                          -----------------------------------
Net cash used in investing activities                                             (5,208)        (67,768)

Financing activities
Proceeds (reductions) from revolving credit line                                (209,892)          2,914
Proceeds from new short term debt                                                200,000               -
Repayment of notes and leases payable                                            (27,007)        (18,920)
Repayment of officer loans                                                            -           (1,000)
                                                                          -----------------------------------
Net cash used in financing activities                                            (36,899)        (17,006)
                                                                          -----------------------------------

Net increase (decrease) in cash                                                   10,083         (39,362)
Cash, beginning of period                                                         17,555          61,642
                                                                          ===================================
Cash, end of period                                                             $ 27,638        $ 22,280
                                                                          ===================================

Supplemental cash flow information:
  Cash paid for interest                                                        $ 18,802        $ 11,942

</TABLE>

See accompanying notes.




                                       5
<PAGE>


                             Antennas America, Inc.
                          Notes to Financial Statements
                                 March 31, 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 month  periods ended March 31,
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.  Agreement with Distributor

         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 at $6,000 which was recorded as
additional  paid-in  capital and a reduction to the face value of the note.  The
discount is being  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.

Note 3.  Reclassifications

         Certain  amounts in the March 31, 1998 financial  statements  have been
reclassified to conform with the March 31, 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 March 31, 1999

Results of Operations

         Sales were $474,844 for the three month period ended March 31, 1999, as
compared to $842,749  for the three month  period  ended March 31,  1998.  These
results  reflect a decrease in sales for local TV antennas due to the ramp-up of
production  for the  Company's  new line of local TV  antennas.  This ramp-up of
production  was completed  during the first quarter of 1999 and orders for these
new  antennas  have been booked for regular  shipments  beginning  in the second
quarter.

         The  Company's  net results for the three  months  ended March 31, 1999
were a loss of  $90,754  as  compared  with net  income of $5,869  for the three
months ended March 31, 1998.  The decrease in results for the three month period
ended March 31, 1999 is  attributable  to the 42%  decrease in revenues  and the
decrease in gross  profit from 34% in 1998 to 28% in the current  period.  Gross
profit  decreased  due to a higher  percentage of labor costs due to the ramp-up
phase of the production for the new line of TV antennas.

         Interest  expense  increased to $24,241 from $17,014 due to  additional
capital  lease  obligations  and new  borrowings  received in  February  1999 as
discussed below.

Financial Condition

         Compared to December 31, 1998,  the Company's  total assets as of March
31, 1999 decreased by $162,157 to $1,318,748.  Assets decreased primarily due to
the decrease in accounts receivable. Approximately 65 percent of the decrease in
receivables  was due to the  decrease in sales for the  quarter.  The  remaining
decrease  in  accounts  receivable  was due to the change in  financing  methods
during the quarter.  

         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%. As of March 31, 1999,  the Company
showed $17,642 as accounts  receivable  relating to the unsold 15 percent of the
accounts  receivables sold 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 decreased $72,403 to $1,053,880. 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. 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 in
the first half of 1999. 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
plant for  scheduling the annual  meeting,  notice must be received on or before
June 1, 1999 in order for the Company not to have  discretionary  authority.  In
addition,  if the Company  receives notice on or before June 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 June 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.

                           On  January  6,  1999,  the  Company  filed a Current
                           Report on Form  8-K/A  amending  a Current  Report on
                           Form 8-K concerning an event occurring on December 7,
                           1998.




                                       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:    May 13, 1999                     By:  /s/ Randall P. Marx  
                                              --------------------------------
                                              Randall P. Marx
                                              Chief Executive Officer
                                              and Principal Financial Officer















                                       10

<PAGE>


                                  EXHIBIT INDEX

     Exhibit Number       Description

           27             Financial Data Schedule





















                                       11