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, 2000.

         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 8, 2000,  the  Registrant had  outstanding  120,864,345  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, 2000

                                Table of Contents

                                                                        Page No.

Part I

Item 1.  Financial Statements

         Balance Sheets as of March 31, 2000 (unaudited)
                and December 31, 1999.........................................3

         Statements of Operations for the Three Months Ended
                March 31, 2000 and 1999 (unaudited)...........................4

         Statements of Cash Flows for the Three Months Ended
                March 31, 2000 and 1999 (unaudited)...........................5

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

Item 2.  Management's Discussion and Analysis of Results of Operations
                  and Financial Condition.....................................8

         Results of Operations................................................8

         Financial Condition..................................................8

         Year 2000 Compliance.................................................9

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

Part II

Item 5.  Other Information...................................................11

Item 6.  Exhibits and Reports on Form 8-K....................................11


                                       2
<PAGE>


Part I
Item 1.  Financial Statements

                             Antennas America, Inc.
                                 Balance Sheets

<TABLE>
<CAPTION>
                                                                                   March 31,      December 31,
                                                                                     2000             1999
                                                                               ----------------------------------
                                                                                  (unaudited)
<S>                                                                               <C>               <C>
Assets
Current assets:
   Cash                                                                           $   473,360       $   177,679
   Accounts receivable, less allowance for doubtful accounts                          414,440           324,481
   Inventory, net                                                                     320,704           579,713
   Prepaid expenses                                                                    21,378               139
                                                                               ----------------------------------
Total current assets                                                                1,229,882         1,082,012

Property and equipment, net                                                           355,073           369,381

Other assets:
   Intangible assets, net                                                              40,177            40,491
   Deposits                                                                            16,085            16,085
                                                                               ----------------------------------
Total assets                                                                       $1,641,217        $1,507,969
                                                                               ==================================

Liabilities and stockholders' equity

Current liabilities:
   Accounts payable                                                                $  155,936       $   357,474
   Notes payable-others                                                               127,271           114,143
   Notes payable-officers                                                              16,637            33,274
   Current portion of capital lease obligations                                        41,343            54,846
   Accrued expenses                                                                    89,511            70,528
                                                                               ----------------------------------
Total current liabilities                                                             430,698           630,265

Capital lease obligations, less current portion                                         2,607             6,111
Notes payable-others, less current portion                                                  -           125,653
                                                                               ----------------------------------
Total liabilities                                                                     433,305           762,029

Commitments
Stockholders' equity:

   Common stock, $.0005 par value, 250,000,000 shares authorized,
     104,106,011 and 95,089,563 shares issued,
     in 2000 and 1999 respectively                                                     52,053            47,545
   Additional paid-in capital                                                       2,452,906         1,891,686
   Accumulated deficit                                                             (1,297,047)       (1,193,291)
                                                                               ----------------------------------
Total stockholders' equity                                                          1,207,912           745,940
                                                                               ----------------------------------
Total liabilities and stockholders' equity                                         $1,641,217        $1,507,969
                                                                               ==================================
</TABLE>
See accompanying notes.



                                       3
<PAGE>


                             Antennas America, Inc.
                            Statements of Operations

<TABLE>
<CAPTION>
                                                                   Three months ended
                                                                       March 31,
                                                                 2000              1999
                                                           -----------------------------------
                                                                      (unaudited)

<S>                                                             <C>                <C>
Sales, net                                                      $   969,555        $  474,844
Cost of sales                                                       792,722           341,490
                                                           -----------------------------------
Gross profit                                                        176,833           133,354
Selling, general and administrative expenses                        344,352           252,334
                                                           -----------------------------------
Loss from operations                                               (167,519)         (118,980)

Other income (expense):
   Interest expense                                                  (9,722)          (25,241)
   Other income                                                      73,485                70
                                                           -----------------------------------
Total other income (expense)                                         63,763           (25,171)
                                                           -----------------------------------

Loss before income taxes                                           (103,756)         (144,151)
Benefit from income taxes                                                 -           (53,397)
                                                           -----------------------------------
Net loss                                                       $   (103,756)       $  (90,754)
                                                           ===================================

Basic and diluted loss per share                                     $(0.00)           $(0.00)

Weighted average shares outstanding                              97,871,239        75,382,957
</TABLE>


See accompanying notes.



                                       4
<PAGE>

                             Antennas America, Inc.
                            Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                  Three months ended March 31,
                                                                                    2000                1999
                                                                             ---------------------------------------
                                                                                          (unaudited)
<S>                                                                              <C>                <C>
Operating activities
Net loss                                                                         $ (103,756)        $  (90,754)
Adjustments to reconcile net loss to net cash provided by (used in)
   operating activities:
     Depreciation and amortization                                                   28,359             26,581
     Noncash expense for issuance of stock and options                                  500                  -
     Accrued interest on notes payable added to principal                             3,218              4,677
     Accrued salary added to note payable                                                 -              3,527
       Amortization of note discount                                                    500              1,000
     Deferred tax benefit                                                                 -            (53,396)
     Changes in operating assets and liabilities:
       Accounts receivable                                                          (89,959)           215,446
       Inventory                                                                    259,009             (7,087)
       Prepaid expenses                                                             (21,239)            (4,096)
       Accounts payable and accrued expenses                                       (178,034)           (43,708)
       Other                                                                         (8,346)                 -
                                                                             ---------------------------------------
Net cash provided by (used in) operating activities                                (109,748)            52,190

Investing activities
Patent acquisition costs                                                             (1,138)                 -
Purchase of plant and equipment                                                     (12,599)            (5,208)
                                                                             ---------------------------------------
Net cash used in investing activities                                               (13,737)            (5,208)

Financing activities
Repayment of notes and capital lease obligations                                   (129,425)           (27,007)
Proceeds from private placement, net                                                545,428                  -
Proceeds from exercise of options, net                                               19,800                  -
Repayment of notes payable - officers                                               (16,637)                 -
Reductions in notes payable - others                                                      -           (209,892)
Proceeds from distributor note payable                                                    -            200,000
                                                                             ---------------------------------------
Net cash provided by (used in) financing activities                                 419,166            (36,899)
                                                                             ---------------------------------------

Net increase in cash                                                                295,681             10,083
Cash, beginning of period                                                           177,679             17,555
                                                                             ---------------------------------------
Cash, end of period                                                               $ 473,360           $ 27,638
                                                                             =======================================

Supplemental cash flow information:
  Cash paid for interest                                                          $   6,742           $ 18,802

Non-cash financing activities:
  Acquisition of stock in exercise of warrants and options for
     issuance of newly issued shares of common stock                              $ 562,000                  -
</TABLE>

See accompanying notes.



                                       5
<PAGE>

                             Antennas America, Inc.
                          Notes to Financial Statements
                                 March 31, 2000

Note 1.  Basis of Presentation

         The accompanying  unaudited financial  statements 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 period ended March 31, 2000
are not necessarily  indicative of the results that may be expected for the year
ended  December  31,  2000.  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.

Note 2.  Equity Transactions

         During the latter six months of 1999,  the Company  undertook 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.  The warrants  included in
the units  entitle  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 this  private  placement  and of the common stock  underlying  the
warrants was declared effective by the Securities and Exchange  Commission.  The
warrants  were  called for  redemption  by the Company at the price of $.001 per
warrant  on April 6, 2000.  By May 7, 2000,  all  22,000,000  warrants  had been
exercised by the holders.

         As of March 31, 2000,  the  financial  statements  include  $545,428 of
equity  related  to  private  placement  transactions  (purchase  of shares  and
exercise of warrants) in 2000. The total cash received  during the first quarter
of 2000 was $596,634 and related  offering  expenses were $51,206.  As of May 7,
2000,  $2,890,708 in additional funds related to the warrant  exercises had been
received subsequent to March 31, 2000.

         On March 30, 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 219,320 shares
of stock  valued at $483,875  as payment for  2,765,000  shares  underlying  the
outstanding  warrants.  The value of the 219,320 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  days  prior to March 30,  2000,  which was
$2.2062.

         On March 30, 2000, a director of the Company also used previously owned
stock to exercise  vested  options.  These options had a total exercise price of
$78,125. Based on the same average closing price as used in the warrant exercise
transaction, a total of 35,412 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.

                                       6
<PAGE>

         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 5-day
average closing price  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 254,732 shares from these  transactions.























                                       7
<PAGE>


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

                             Antennas America, Inc.
                       For the Period Ended March 31, 2000

Results of Operations

         Sales were $969,555 for the three month period ended March 31, 2000, as
compared to $474,844 for the three month  period ended March 31, 1999.  The 104%
increase in revenues  resulted  from the sales of the local TV antennas  systems
sold under the GE brand name  through  Jasco  Products and  shipments  under the
contract from Thomson  Consumer  Electronics  for local TV antenna systems under
the RCA brand name. Shipments of these products began in April 1999.

         The  Company  had a net loss before  income  taxes of $103,756  for the
three months ended March 31, 2000  compared to a net loss before income taxes of
$144,151  for the same period in 1999.  Although a benefit  from income taxes in
the amount of $53,397 was recorded for the three months ended March 31, 1999, no
tax benefit was  recorded  for the three  months ended March 31, 2000 because of
the full  valuation  reserve  recorded  against the net operating loss tax asset
during 1999. Current results do not demonstrate that the net operating loss will
be utilized; therefore all additions to the asset are fully reserved for.

         The improved  pre-tax  results for 2000 were due to a gain reflected in
other income from a lawsuit settlement of $65,000 for which payment was received
in February 2000.  Gains were also generated  from  cancellation  of debt from a
vendor for $4,660 and  cancellation of accrued interest of $3,825 on a note paid
in full as discussed in "Financial Condition".

         Gross profit margins  decreased to 18% for the three months ended March
31, 2000 from 28% for the same period in 1999,  which  impacted the net results.
The primary factor  contributing to the lower margins was the higher  percentage
of sales of the local TV  antenna  systems  which  generally  have  lower  gross
margins due to the competitive nature of the consumer electronics market.

         Interest  expense  for the three  month  period  ended  March 31,  2000
decreased  by  $15,519  due to the  repayment  on January  31,  2000 of the note
payable to a distributor  which had been  initiated on February 16, 1999 and the
cancellation  of the accounts  receivable  purchase  agreement  with the bank on
March 10, 2000.  Also,  during the time the bank  agreement was in effect during
2000,  there  were  fewer  accounts  purchased  by the bank  resulting  in lower
interest  charges.  The private  placement  proceeds  received  primarily in the
latter  part of 1999  reduced  the need for  additional  cash  through  the bank
agreement.

Financial Condition

         During the last six months of 1999 through  January  2000,  the Company
undertook a private  placement  offering of units,  with each unit consisting of
one share of restricted  common stock and one  redeemable  common stock purchase
warrant to purchase one share of common stock, for $.0525 per unit. 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.  The warrants included in the units
entitle 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  warrants  were
called for redemption by the Company at the price of $.001 on April 6, 2000. All
warrants were exercised prior to the redemption date.


                                       8
<PAGE>

         During the first  quarter of 2000,  the  Company  received  $596,634 of
gross proceeds in funding from the private  placement from the sale of units and
exercise of warrants  which is reflected in the financial  statements.  Expenses
relating to the private  placement in this quarter  were  $51,206.  As of May 7,
2000,  $2,890,708 in additional funds had been received  subsequent to March 31,
2000. The funds received during 2000 will be used primarily for acquisitions.  A
small  portion  of these  funds have been used to pay  outstanding  debt and for
working capital.

         Pursuant to authorization from the Board of Directors on March 30, 2000
three directors, two of whom are officers,  exchanged previously owned shares of
the  Company's  common stock as payment of the  exercise  price for warrants and
options.  Based on the average  closing  price of the stock of $2.2062 per share
for the five days previous to the exchange,  254,732 shares of previously  owned
stock valued at $562,000  were given to the Company as payment for the 3,665,000
new  shares of common  stock  underlying  the  2,765,000  warrants  and  900,000
options.

         Compared to December 31, 1999,  the Company's  total assets as of March
31, 2000  increased  by $133,248 to  $1,641,217.  Increases in cash and accounts
receivable  were offset by a decrease in inventory.  Cash also  increased due to
the private placement  transactions.  Accounts  receivable  increased due to the
timing  of sales at the end of the  quarter.  Inventory  was  lower  because  of
finished  goods on hand at December 31, 1999 which were  shipped in January,  as
well as the completion of the contract  during the quarter for Thomson  Consumer
Electronics.

         The Company entered into an accounts receivable purchase agreement with
a bank on February 1, 1999. Under this  arrangement,  the bank would purchase 85
percent 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  arrangement  was
canceled with the bank effective  March 10, 2000.  Current  operations are being
funded  through  cash flow from  operations  and the  proceeds  from the private
placement  transactions.  Additional  funding may be needed to complete business
expansion through  acquisitions and for working capital purposes due to internal
growth within the Company's core  operations if all available funds are used for
acquisitions.

         Liabilities  decreased $328,724 from December 31, 1999 to $433,305.  An
outstanding  note payable to a distributor  with an original balance of $200,000
was paid in full on January 31,  2000.  In  addition,  another note payable to a
vendor was paid in full on March 31, 2000 for  $100,000.  The  settlement of the
$100,000 vendor note resulted in a gain which has been reflected as other income
of $3,825 due to interest  forgiven by the vendor on the note.  Funding from the
private  placement  as well as cash  flow  from  operations  resulted  in  lower
accounts payable than at December 31, 1999.

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 computer  programs or equipment  using
internal  programs may  recognize a date using "00" as the year 1900 rather than
the year 2000.  This could have resulted 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. However, neither
the Company nor its  suppliers or customers  have had any Year 2000  problems to
date. If Year 2000 problems are  encountered,  the  Company's  contingency plans
include using alternative  vendors,  although this may not be efficient for some
products due to required set up times for new vendors.


                                       9
<PAGE>


Forward Looking Statements

         This report contains forward looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
Exchange  Act of 1934.  Although  the  Company  believes  that the  expectations
reflected in the forward looking  statements and the assumptions  upon which the
forward looking  statements are based are  reasonable,  it can give no assurance
that  such  expectations  and  assumptions  will  prove to be  correct.  See the
Company's  Annual  Report on Form 10-KSB for  additional  statements  concerning
important  factors,  such  as  demand  for  products,  manufacturing  costs  and
competition,  that could  cause  actual  results to differ  materially  from the
Company's expectations.












                                       10
<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
2000 following the 1999 fiscal year 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 June 1, 2000 in order for the Company not to have
discretionary  authority.  In  addition,  if the Company  receives  notice on or
before  June 1,  2000 of a matter  that a  stockholder  intends  to raise at the
annual meeting of stockholders to be held in 2000, 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, 2000, 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.



                                       11
<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 15, 2000                     By:   /s/ Randall P. Marx
                                                ---------------------
                                                Randall P. Marx
                                                Chief Executive Officer
                                                and Principal Financial Officer


















                                       12