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, 1998.

     OR

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

     For the transition period from __________ to __________

     Commission file number 0-18122

                             ANTENNAS AMERICA, INC.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


               Utah                                     87-0454148
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)


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 March 31, 1998 the Registrant  had  outstanding  73,839,422  shares of its
common stock, par value $.0005.

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

                                       1

<PAGE>


                             ANTENNAS AMERICA, INC.

                                   FORM 10-QSB

                                 MARCH 31, 1998

                                TABLE OF CONTENTS

                                                                            Page
                                                                             No.
Part I                                                                      ----

Item 1.  Financial Statements

         Consolidated Balance Sheet as of March 31, 1998                      3

         Consolidated Statements of Operations for the Three Months Ended
         March 31, 1998 and 1997                                              4

         Consolidated Statements of Cash Flows for the Three Months Ended
         March 31, 1998 and 1997                                              5

         Note to Financial Statements                                         6

Item 2.  Management's Discussion and Analysis of Results of
         Operations and Financial Condition                               7 - 8

         Forward Looking Statements                                           9


Part II

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

                                       2

<PAGE>


                             ANTENNAS AMERICA, INC.
                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 1998

                 ASSETS                                         3/31/98
                 ------                                         -------
Current Assets:
         Cash                                               $    22,280
         Accounts Receivable                                    385,711
         Inventories                                            509,570
         Prepaid Expenses                                        77,977
         Tax Asset (NOL)                                        194,485
                                                                -------
                  Total Current Assets                        1,190,023

         Machinery & Equipment net of
           accumulated depreciation                             441,865

         Other Assets:
           Intangible Assets net of
           accumulated amortization                              45,417
          Deposits                                               10,612
                                                                 ------
                  Total Assets                              $ 1,687,917
                                                              =========

                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      ------------------------------------
Current Liabilities:
         Loan Account                                       $   342,779
         Notes Payable                                          208,393
         Accounts Payable-Trade                                 508,774
         Other Accrued Liabilities                                5,844
                                                                  -----
                  Total Current Liabilities                   1,065,790

         Notes Payable, Officers                                136,301
                  Total Liabilities                           1,202,091
                                                              =========
Shareholders' Equity:
         Common stock, $.0005 par value,
           250,000,000 shares authorized,
           73,839,422 shares issued and
           outstanding.                                          36,920
         Paid-in Capital                                        800,714
         Subscriptions to Common Stock                           18,500
         Retained Earnings (deficit)                           ( 370,308)
                                                               ---------
                  Total Equity                                   485,826

         Total Liabilities and Equity                         $1,687,917
                                                              ==========

                                       3

<PAGE>


                             ANTENNAS AMERICA, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997



                                                  3/31/98           3/31/97
                                                  -------           -------
Sales, Net                                       $842,784          $615,376
Cost of Sales                                     494,462           322,029
                                                  -------           -------
Gross Profit                                      348,322           293,347
Selling, General and
 Administrative Expenses                          322,415           227,027
                                                  -------           -------

         Income (loss) from Operations             25,907            66,320

         Other Income and (Expense):
  Interest Expense                                (17,014)          (14,898)
                                                  -------           -------
  Net Income
     before Income Taxes                            8,893            51,422
Income Tax                                          3,024            17,483
                                                    -----            ------

Net Income                                        $ 5,869          $ 33,939
                                                  =======          ========

Average Shares Outstanding                     73,839,422        73,539,422
                                               ----------        ----------

                                       4

<PAGE>


                             ANTENNAS AMERICA, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997

<TABLE>
<CAPTION>


                                                     1998                     1997
                                                 -------------            --------------

<S>                                               <C>                       <C>
Net Income                                        $  5,869                  $ 33,939
Adjustments to reconcile net income to net
 cash provided by operating activities:
   Depreciation and amortization                    25,815                     8,400
   Interest added to note payable                    2,384                         -
Changes in assets and liabilities:
   (Increase) decrease in accounts receivable      (58,026)                  (62,586)
   (Increase) decrease in inventory                 (1,016)                  (22,571)
   (Increase) decrease in deferred tax asset         3,024                    17,483
   (Increase) decrease in prepaid expenses          (2,237)                  (23,337)
   Increase (decrease) in accounts payable
    and accrued expenses
                                                    69,599                    34,376
                                                 -------------            --------------
   Total adjustments                                39,543                   (48,235)
                                                 -------------            --------------

Net cash provided by (used in)
  operating activities                              45,412                   (14,296)
                                                 -------------            --------------

Cash flows from investing activities:
   Patent acquisition costs                        (10,123)                   (3,762)
   Acquisition of plant and equipment              (57,645)                  (30,251)
                                                 -------------            --------------

Net cash used in investing activities              (67,768)                  (34,013)
                                                 -------------            --------------


Cash flows from financing activities:
   Proceeds from officer loans                           -                     7,651
   Repayment of officer loans                       (1,000)                        -
   Proceeds of new borrowing                         2,914                         -
   Repayment of notes and leases payable           (18,920)                   (4,368)
                                                 -------------            --------------

Net cash provided by (used in)
  financing activities                             (17,006)                    3,283
                                                 -------------            --------------

Decrease in cash                                   (39,362)                  (45,026)
Cash and cash equivalents,
  beginning of period                               61,642                    55,636
                                                 -------------            --------------

Cash and cash equivalents,
  end of period                                  $  22,280                 $  10,610
                                                 =============            ==============
</TABLE>

                  See accompanying note to financial statements

                                       5

<PAGE>


                             ANTENNAS AMERICA, INC.
                          NOTE TO FINANCIAL STATEMENTS
                                 MARCH 31, 1998



In the opinion of management,  the accompanying unaudited consolidated condensed
financial  statements  contain all  adjustments  necessary to present fairly the
financial  position  of the  Company  as of March 31,  1998 and the  results  of
operations and cash flows for the periods presented. All such adjustments are of
a normal recurring  nature.  The results of operations for the periods presented
are not necessarily indicative of the results for the full year.

The accounting  policies  followed by the Company are set forth in Note 1 to the
Company's  financial  statements in Form 10-KSB for the year ended  December 31,
1997.  These  financial  statements  should  be read  in  conjunction  with  the
financial statements and notes included in the Form 10-KSB.

                                       6

<PAGE>


                             ANTENNAS AMERICA, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                                       OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

                       For the period ended March 31, 1998

                              RESULTS OF OPERATIONS


Revenues  for the three  month  period  ended  March 31,  1998 were  $842,784 as
compared to $615,376  for the same period in 1997.  The 37% increase in sales is
primarily due to the increased sales of the Company's Freedom(TM) and Walldo(TM)
local TV antenna systems.

The  Company's  net income for the three  months ended March 31, 1998 was $5,869
compared  with  $33,939 for the period  ended March 31,  1997.  The  decrease in
profits for the period is  attributable  to a decrease in gross  margin on sales
for the period,  the expenses  associated  with the  development  of several new
antenna  systems to be  introduced  in the  second  half of 1998,  increases  in
depreciation  and  amortization  expense  primarily  resulting from an increased
amount of manufacturing equipment.

Gross profit on a quarterly  basis  varies due to a number of factors  including
product mix, fixed production costs and research and development expenses. Gross
profit  margin  (gross  profit  divided by net sales) for the three month period
ended March 31, 1998 was 41%,  as compared  with 48% for the three month  period
ended March 31, 1997. The decrease is attributable  to lower margins  associated
with the product mix for the period and the  pass-through  purchases  of certain
components  required by the Company's  O.E.M.  customers to manufacture  certain
conformal  antenna systems for those  customers'  proprietary  products.  As the
Company  anticipates  that a higher  percentage of its future revenues may be to
its O.E.M.  customers with similar pass-through purchases of certain components,
the gross profit margin can be expected to be affected similarly.


                               FINANCIAL CONDITION


Compared to December  31, 1997 the  Company's  total assets as of March 31, 1998
increased  $60,846 to $1,687,917 with liabilities  increasing from $1,147,114 to
$1,202,091. Both the increases in total assets and liabilities are primarily due
to an increase  in  inventory.  The  Company  has hired a  full-time  purchasing
manager and expects to  increase  its  inventory  turns  throughout  fiscal 1998
thereby  lowering its overall  inventory  and  associated  costs.  Shareholders'
equity  improved  from  $479,957 to  $485,826,  which is the a result of the net
operating income for the period.

In  addition to an  increasing  portion of revenues  from O.E.M.  products,  the
Company  anticipates  continued  increases  in sales of product to the  consumer
electronics marketplace through distributors. Consequently, the Company's future
revenues  will be more  seasonable  than in  previous  quarters.  The Company is
currently  adjusting its overall  operations to adapt to a more seasonal revenue
stream. Therefore,  although the Company continues to operate on a positive cash
flow basis,  the Board of  Directors  has  authorized  the issuance of a Private
Placement of the Company's common stock to provide additional working capital to
assist the Company with its fixed manufacturing, inventory and other costs to be
incurred in anticipation of the Company's  potential  growth relating to its new
and existing products.

                                       7

<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.

                                       8

<PAGE>


PART II - OTHER INFORMATION


ITEM 6.  Exhibits And Reports On Form 8-K

         (a)      Exhibits.

                  None

         (b)      Reports on Form 8-K.

                  None



                                       9

<PAGE>


SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act Of 1934, as
amended,  the  registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                                       ANTENNAS AMERICA, INC.


Date:    May 14, 1998          By: /s/ Randall P. Marx
                                       -----------------------------------------
                                       Randall P. Marx
                                       Chief Executive Officer
                                       and Principal Financial Officer

                                       10