UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            ------------------------
                                  FORM 10 - QSB
                            ------------------------


                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934.

               For the quarterly period ended September 30, 2000.

                          ARC Wireless Solutions, Inc.
                          ----------------------------
        (Exact name of small business issuer as specified in its charter)

                                      Utah
                 ----------------------------------------------
                 (State or other jurisdiction of incorporation)


          000-18122                                      87-0454148
   ------------------------                 ------------------------------------
   (Commission File Number)                 (IRS Employer Identification Number)

                           4860 Robb Street, Suite 101
                        Wheat Ridge, Colorado, 80033-2163
           -----------------------------------------------------------
           (Address of principal executive offices including zip code)

                                 (303) 421-4063
          -------------------------------------------------------------
          (Small Business Issuer telephone number, including area code)


                             Antennas America, Inc.
          -------------------------------------------------------------
          (Former Name or Former Address, 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 November 08, 2000, the Registrant had  outstanding  144,849,280  shares of
its common stock, par value $0.0005.

Transitional Small Business Disclosure Format (Check One):
Yes _____     No __X__




<PAGE>

                          ARC Wireless Solutions, Inc.

                                   FORM 10-QSB

                               September 30, 2000

                                Table of Contents

                                                                        Page No.

                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

         Consolidated Balance Sheets as of September 30, 2000
                (unaudited) and December 31, 1999............................3

         Consolidated Statements of Operations for the
                Three and Nine Months Ended
                September 30, 2000 and 1999 (unaudited)......................4

         Consolidated Statements of Cash Flows for the
                Nine Months Ended September 30, 2000
                and 1999 (unaudited).........................................5

         Notes to Consolidated Financial Statements..........................6


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

         Results of Operations...............................................9

         Financial Condition.................................................9

         Forward Looking Statements.........................................10



                           PART II. OTHER INFORMATION

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


                                       2
<PAGE>


                          Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements

                          ARC Wireless Solutions, Inc.
                           Consolidated Balance Sheets
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                 September 30,     December 31,
                                                                                      2000             1999
                                                                               -----------------------------------
Assets                                                                            (unaudited)
<S>                                                                              <C>               <C>
Current assets:
   Cash                                                                          $      2,118      $         178
   Accounts receivable, net                                                             3,580                324
   Inventory, net                                                                       5,239                580
   Prepaid expenses                                                                       181                  -
                                                                               -----------------------------------
Total current assets                                                                   11,118              1,082

Property and equipment, net                                                               501                369

Other assets:
   Intangible assets including goodwill, net                                           14,570                 41
   Deposits                                                                                44                 16
                                                                               -----------------------------------
Total assets                                                                      $    26,233       $       1,508
                                                                               ===================================

Liabilities and stockholders' equity Current liabilities:

   Bank line of credit                                                           $      1,694       $          -
   Accounts payable                                                                     5,804                357
   Current portion of notes payable-others                                                  -                114
   Current portion of notes payable-officers                                                -                 33
   Current portion of capital lease obligations                                            15                 55
   Accrued expenses                                                                       298                 71
                                                                               -----------------------------------
Total current liabilities                                                               7,811                630

Capital lease obligations, less current portion                                             6                  6
Notes payable-others, less current portion                                                  -                126
                                                                               -----------------------------------
Total liabilities                                                                       7,817                762

Commitments
Stockholders' equity:

   Common stock                                                                            72                 47
   Additional paid-in capital                                                          20,300              1,892
   Accumulated deficit                                                                 (1,956)            (1,193)
                                                                               -----------------------------------
Total stockholders' equity                                                             18,416                746
                                                                               -----------------------------------
Total liabilities and stockholders' equity                                       $     26,233        $     1,508
                                                                               ===================================
</TABLE>

See accompanying notes.


                                       3
<PAGE>


                          ARC Wireless Solutions, Inc.
                      Consolidated Statements of Operations
                (Amounts in thousands excepts per share amounts)

<TABLE>
<CAPTION>
                                                       Three months ended September 30,    Nine months ended September 30,
                                                             2000            1999                2000            1999
                                                       ---------------------------------   --------------------------------
                                                                 (unaudited)                         (unaudited)

<S>                                                         <C>             <C>               <C>               <C>
Sales, net                                                  $    7,089      $    1,532        $    10,959       $    3,195
Cost of sales                                                    5,864           1,211              9,047            2,417
                                                       --------------------------------------------------------------------
       Gross profit                                              1,225             321              1,912              778

Operating expenses:
   Selling, general and administrative expenses                  1,527             292              2,453              823
   Amortization of purchased intangibles                           203               -                289                -
                                                       --------------------------------------------------------------------
Total operating expenses                                         1,730             292              2,742              823
                                                       --------------------------------------------------------------------
      Income (loss) from operations                               (505)             29               (830)             (45)

Other income (expense):
   Interest expense, net                                           (23)            (41)               (43)            (102)
   Other income                                                     19               -                123                -
                                                       --------------------------------------------------------------------
      Total other income (expense)                                  (4)            (41)                80             (102)
                                                       --------------------------------------------------------------------
Loss before income taxes                                          (509)            (12)              (750)            (147)
Provision for income taxes                                          13             385                 13              336
                                                       --------------------------------------------------------------------
Net loss                                                   $      (522)    $      (397)     $        (763)     $      (483)
                                                       ====================================================================

Net loss per share (basic and diluted)                     $     (0.00)    $     (0.01)     $       (0.01)     $    (0 .01)
                                                       ====================================================================

Weighted average shares outstanding                            138,236          76,712            118,643           75,831
                                                       ====================================================================
</TABLE>

See accompanying notes.




                                       4
<PAGE>


                          ARC Wireless Solutions, Inc.
                      Consolidated Statements of Cash Flows
                             (Dollars in Thousands)

<TABLE>
<CAPTION>
                                                                                Nine months ended September 30,
                                                                                    2000                1999
                                                                             ---------------------------------------
                                                                                          (unaudited)
<S>                                                                              <C>                 <C>
Operating activities
Net loss                                                                         $       (763)       $      (483)
Adjustments to reconcile net loss to net cash used in
   Operating activities:
     Depreciation and amortization                                                        389                 83
     Non-cash expense for issuance of stock and options                                    72                  1
     Deferred tax expense                                                                   -                335
     Changes in operating assets and liabilities:
       Accounts receivable                                                               (687)              (147)
       Inventory                                                                       (2,798)              (162)
       Prepaid expenses                                                                   (55)                12
          Other assets and deposits                                                       (23)               (10)
       Accounts payable and accrued expenses                                            2,267                217
       Other                                                                              (28)                23
                                                                             ---------------------------------------
Net cash used in operating activities                                                  (1,626)              (131)

Investing activities

Patent acquisition costs                                                                  (27)                (4)
Acquisition of businesses, net of cash acquired                                        (7,308)                 -
Purchase of plant and equipment                                                          (161)               (62)
                                                                             ---------------------------------------
Net cash used in investing activities                                                  (7,496)               (66)

Financing activities

Repayment of notes and capital lease obligations                                         (266)              (348)
Proceeds from private placement, including warrant exercises, net                      10,822                489
Proceeds from exercise of options, net                                                     39                  -
Repayment of notes payable - officers                                                     (33)               (11)
Increase in bank line of credit                                                           500                  -
Proceeds from distributor note payable                                                      -                200
                                                                             ---------------------------------------
Net cash provided by financing activities                                              11,062                330
                                                                             ---------------------------------------

Net increase in cash                                                                    1,940                133
Cash, beginning of period                                                                 178                 17
                                                                             ---------------------------------------
Cash, end of period                                                              $      2,118        $       150
                                                                             =======================================

Supplemental cash flow information:
  Cash paid for interest                                                         $         40        $        87
                                                                             =======================================

Non-cash financing activities:
  Acquisition of stock in exercise of warrants and options for
     issuance of newly issued shares of common stock                             $        562        $         -
                                                                             =======================================
</TABLE>

See accompanying notes.



                                       5
<PAGE>

                          ARC Wireless Solutions, Inc.
                   Notes to Consolidated Financial Statements
                               September 30, 2000

Note 1.  Basis of Presentation

         The accompanying  unaudited consolidated financial statements have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States 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 accounting principles generally
accepted in the United States for complete financial statements.  In the opinion
of management, all adjustments considered necessary for a fair presentation have
been included.  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, 1999 and to the Company's  Current Report on Form 8-K/A
filed August 7, 2000.

The Company  operates in a single  business  segment  offering a wide variety of
wireless  component  and  network  solutions  to  service   providers,   systems
integrators,  value added resellers,  businesses and consumers, primarily in the
United States.

Operating  results for the three and nine month periods ended September 30, 2000
are not necessarily  indicative of the results that may be expected for the year
ended December 31, 2000 or any future period.

Note 2.  Consolidation Policy

The  accompanying   unaudited  consolidated  financial  statements  include  the
accounts of ARC  Wireless  Solutions,  Inc.  ("ARC"),  formerly  named  Antennas
America,   Inc.,  and  its   wholly-owned   subsidiary   corporations,   Winncom
Technologies Corp.  ("Winncom") and Starworks Wireless Inc. ("Kit"), since their
respective  acquisition  dates,  after elimination of all material  intercompany
accounts,  transactions,  and profits.  As Kit was acquired on the last business
day of the quarter ended  September 30, 2000,  only the  preliminary Kit Balance
Sheet has been consolidated into these statements.

Note 3.  Acquisitions

         On May  24,  2000,  ARC  purchased,  through  its  subsidiary,  Winncom
Technologies,  Corp.,  the  outstanding  shares of  Winncom  Technologies,  Inc.
Winncom specializes in marketing,  distribution and service, as well as selected
design,  manufacturing  and  installation  of  wireless  component  and  network
solutions  in  support of both voice and data  applications,  primarily  through
third party distributors  located in the United States. The acquisition has been
accounted for as a purchase,  and  accordingly,  the operations for Winncom have
been included in the Company's consolidated statement of operations from May 24,
2000 (the date of acquisition)  forward. ARC provided $12.0 million in aggregate
consideration,  consisting of $3.0 million in cash, a $1.5 million  non-interest
bearing  promissory  note payable 90 days from the closing  date, a $1.5 million
non-interest  bearing promissory note payable 180 days from the closing date and
$6 million in shares of ARC common stock (6,946,000  shares).  In addition,  the
Company has accrued  estimated  costs of $800,000  related to the acquisition of
Winncom,  of which  $769,000 has been paid as of September  30, 2000.  The notes
were paid in full by September  2000, with an $85,000  negotiated  early payment
reduction, resulting in a reduction of intangible assets in that amount.

                                       6
<PAGE>

         The  purchase  price has been  allocated to  specifically  identifiable
assets  acquired.  The  Company  is in the  process  of  obtaining  an  external
valuation of the  approximately  $12.2  million of intangible  assets  acquired.
Management  estimates  that the useful lives of the intangible  assets  acquired
will range from 10 to 20 years,  with an expected  average life of 15 years. The
related amortization is reflected as an adjustment to the pro-forma consolidated
results  of  operations  presented  in the  summary  below,  as  well  as in the
consolidated financial statements for the period since acquisition.

         On September 29, 2000, ARC purchased, through its subsidiary, Starworks
Wireless Inc., the outstanding shares of Starworks  Technology,  Inc. (a/k/a The
Kit Company or Kit). Kit  specializes in the design,  manufacturing,  marketing,
distribution and service of direct-to-home  dish satellite  installation kits in
the  United  States,  primarily  through  OEMs  and  third-party   distributors,
retailers  and  the  Internet.  The  acquisition  has  been  accounted  for as a
purchase.  As Kit was acquired on the last business day of the quarter, only the
preliminary balance sheet for Kit has been consolidated in these statements. The
Company is having a certified  audit of Kit  completed as of the  September  29,
2000  acquisition  date.  The  consolidated  September 30, 2000 balance sheet is
subject  to  change as a result of the  audit.  ARC  provided  $2.4  million  in
aggregate consideration,  consisting of $0.9 million in cash and $1.5 million in
shares of ARC common stock  (1,959,000  shares).  In  addition,  the Company has
accrued  estimated costs of $150,000 related to the acquisition of Kit, of which
$25,000 has been paid as of September 30, 2000.

         The purchase  price has been  preliminarily  allocated to  specifically
identifiable  assets  acquired.  The Company  expects to allocate the  remaining
purchase price of approximately  $2.6 million to intangible assets acquired once
the  audit  of the Kit  financial  statements,  as  required  under  Item 310 of
Regulation SB, has been completed. Management estimates that the useful lives of
the intangible  assets acquired will range from 10 to 20 years, with an expected
average  life  of 15  years.  Pursuant  to the  requirements  of the  Securities
Exchange Act of 1934, the Company filed on October 13, 2000 the initial  current
report on Form 8-K related to the  acquisition  of Kit.  The  amended  Form 8-K,
which  will  include  the  audited  financial  statements  of Kit as well as the
pro-forma results of the combined operations of ARC and Kit, is due on or before
December 12, 2000. As a result,  the pro-forma  results  presented below exclude
the results of Kit.

         The following  unaudited  pro-forma  summary  presents the consolidated
results of  operations  of the  Company  as if the  acquisition  of Winncom  had
occurred at the  beginning of fiscal 1999 and 2000,  respectively,  and does not
purport to be indicative of what would have  occurred had the  acquisition  been
made as of the  beginning  of those  years or of results  which may occur in the
future.

                              Nine months ended September 30

                                   2000            1999
                             ---------------------------------

Net sales                        $16,741,000       $7,888,000
                             =================================

Net loss                        $   (745,000)      $ (135,000)
                             =================================

Loss per share                  $      (0.01)      $    (0.00)
                             =================================

The  pro-forma  net loss for both years  includes  $612,000 of  amortization  of
acquired intangibles.



                                       7
<PAGE>


Note 4.  Equity Transactions

         In January 2000, the Company completed a private placement  offering of
units for  $.0525  per  unit,  with  each  unit  consisting  of one share of the
Company's  restricted  common stock and one  redeemable  common  stock  purchase
warrant  to  purchase  one share of the  Company's  common  stock.  A minimum of
6,000,000 units and maximum of 22,000,000 units were authorized, and the maximum
offering was sold for a total of  $1,155,000.  Each unit  entitles the holder to
purchase one share of common  stock at an exercise  price of $.175 per share and
became exercisable on March 14, 2000, the date a registration  statement on Form
SB-2  relating to the resale of the common  stock sold in the private  placement
and of the common stock  underlying  the warrants was declared  effective by the
Securities  and  Exchange  Commission.  The  holders  exercised  all  22,000,000
warrants by June 30, 2000.  As of September 30, 2000,  the financial  statements
include  approximately $3.5 million of equity related to these private placement
transactions (purchase of shares and exercise of warrants) received in 2000, and
related offering expenses of approximately $51,000.

         In March 2000, as approved by the Board of Directors,  two officers who
are also directors, and one other director, exchanged previously owned shares of
the Company's common stock for their warrants acquired in the private placement.
These  transactions  resulted in the Company  receiving  219,000 shares of stock
valued at $484,000 as payment for 2,765,000  shares  underlying the  outstanding
warrants.  The  value of the  219,000  shares of common  stock  received  by the
Company  in this  transaction  was  based on the  average  closing  price of the
Company's common stock on the five trading days prior to the transaction,  which
was $2.2062.

         In March 2000, a director of the Company used previously owned stock to
exercise  vested  options.  These options had a total exercise price of $78,000.
Based  on the  same  average  closing  price  as  used in the  warrant  exercise
transaction, a total of 35,000 shares of previously owned stock was given to the
Company as payment of the  exercise  price for the  900,000 new shares of common
stock underlying the options. The shares of common stock acquired by the Company
in these exchange transactions were valued at a total of $562,000 which is equal
to the average  closing price for the five trading days prior to the transaction
multiplied  by the number of  previously  owned shares that were  exchanged  and
which is also equal to the aggregate  exercise  price for the shares  underlying
the warrants and options that were exercised in these transactions.  The Company
received 255,000 shares from these transactions.

         In September 2000, the Company completed a private  placement  offering
of up to  16,000,000  units,  with  each  unit  consisting  of one  share of the
Company's  restricted  common  stock  at a price  of $0.50  per  share  plus one
redeemable  common stock purchase warrant to purchase one share of the Company's
common stock at an exercise price of $1.50 per share.  14,800,000 shares of this
private  placement were  purchased,  from which the Company  received gross cash
proceeds of $7.4 million through  September 30, 2000.  Related offering expenses
were $14,000.

Note 5.  Subsequent Events

         At the annual  shareholders  meeting  held on  October  11,  2000,  the
shareholders voted to change the Company's name to ARC Wireless Solutions,  Inc.
from Antennas America, Inc. At the same meeting, the shareholders voted to amend
the  Company's  Articles of  Incorporation  to  authorize a new class of capital
stock consisting of 2,000,000 shares of $0.001 par value preferred stock.



                                       8
<PAGE>


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


Results of Operations

         Sales were $7.1  million and $1.5 million for the  three-month  periods
ended  September 30, 2000 and 1999,  respectively.  The 363% increase was due to
the  addition  of Winncom  revenues,  partially  offset by a decrease in antenna
revenues  related to the completion in the first quarter of 2000 of the Thompson
Consumer  Electronics  contract for local TV antenna systems under the RCA brand
name that began during the second quarter of 1999.  Sales were $11.0 million and
$3.2  million for the  nine-month  periods  ended  September  30, 2000 and 1999,
respectively.  This 243%  increase was due to the addition of Winncom  revenues,
partially  offset by a decrease  in  antenna  revenues  related to the  Thompson
Consumer Electronics contract.

         Gross  profit  margins  decreased  from 21% and 24% for the  three- and
nine-month periods ended September 30 of 1999, respectively, to 17% for the both
the comparable three and nine-month  periods of 2000. These decreases are due to
a change in product mix resulting from the Winncom acquisition.

         Selling,  general and administrative  expenses increased $1,235,000 and
$1,630,000  for the three- and  nine-month  periods  ended  September  30, 2000,
respectively,  primarily due to increased overhead associated with the inclusion
of the  operations of Winncom as of May 2000, and to costs  associated  with the
establishment of ARC Wireless Solutions,  Inc. as a provider of a broad range of
wireless network  components,  as well as end-to-end wireless network solutions.
Management  believes  that  $340,000 and $380,000 of the increase for the three-
and nine-month periods, respectively, which relate to fees incurred in obtaining
additional  management,  the termination of certain  relationships and executive
moving expenses, to be non-recurring.

         Net  interest  expense  decreased by $18,000 and $59,000 for the three-
and  nine-month  periods  ended  September  30, 2000,  respectively,  due to the
repayment of the notes payable to others in the first quarter of 2000, partially
offset by interest on a new bank line of credit in 2000.  Also, there were fewer
accounts factored during 2000,  resulting in lower interest charges. The private
placement  proceeds  received  since the fourth quarter of 1999 reduced the need
for additional cash.

         In the third quarter of 1999, the Company recorded a $385,000 charge to
income tax expense to fully reserve the income tax benefits previously recorded.
The impact of recording this reserve for the nine-month  period ended  September
30, 1999 was a $335,000 charge against  income.  No tax benefit was recorded for
the three or nine-month periods ended September 30, 2000.

Financial Condition

         During the three and nine month periods ended  September 30, 2000,  the
Company received approximately $7.4 million and $10.9 million,  respectively, of
gross  proceeds  in  funding  from  private   placements  and  related   warrant
conversions.  Expenses relating to these private placements totaled $65,000,  of
which $14,000 was incurred in the third  quarter.  Net funds  received were used
primarily  for the Winncom and Kit  acquisitions,  with a small portion of these
funds used to repay outstanding debt and to provide working capital.

         The Company's total assets  increased to $26.2 million at September 30,
2000 from $1.5  million  at  December  31,  1999,  with  Winncom  and Kit assets
accounting for substantially all of the increase.

                                       9
<PAGE>

         Liabilities  increased to $7.8 million at September  30, 2000 from $0.8
million  at  December  30,  1999.  Winncom  and Kit  liabilities  accounted  for
substantially all of the increase.  The outstanding notes payable to others were
paid in full in the first quarter of 2000.

         The Company entered into an accounts receivable  factoring agreement in
February 1999. Under this  arrangement,  the bank would purchase 85% of approved
accounts  receivable from the Company.  The financing cost for this  arrangement
was 1% of the  receivable  for the  first  10  days  and  1/15  of 1%  each  day
thereafter  until the account is paid in full.  This factoring  arrangement  was
terminated in March 2000.

         Current operations are funded through cash flow from operations and the
proceeds from the private placement transactions. Additional funding for working
capital  and  acquisitions  may be needed to  complete  the  Company's  business
expansion plan.

Forward Looking Statements

         This report contains forward-looking  statements.  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.

                           PART II. OTHER INFORMATION

Item 6.  Exhibits And Reports On Form 8-K

                  (a)      Exhibits.
                           ---------

                           Financial Data Schedule

                  (b)      Reports on Form 8-K.
                           --------------------

                           During the quarter  ended  September  30,  2000,  the
                           Company  filed on  August  7,  2000 an  amendment  to
                           include financial statements in the Current Report on
                           Form  8-K  reporting  the   acquisition   of  Winncom
                           Technologies, Inc. on May 24, 2000.

                           After the end of the quarter,  the Company  filed one
                           Current Report on Form 8-K on October 13, 2000,  with
                           respect  to  the  closing  of  the   acquisition   of
                           Starworks Technology, Inc. on September 29, 2000.



                                       10
<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.

                                                  ARC WIRELESS SOLUTIONS, INC.


Date:    November 14, 2000                  By:   /s/ Thomas R. Reed
                                                --------------------
                                                  Thomas R. Reed
                                                  Chief Financial Officer
























                                       11