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 September 30, 1999.

         OR

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

         For the transition period from __________ to __________

         Commission file number 0-18122

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


                Utah                                    87-0454148
-------------------------------            ------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification 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 November 10, 1999, the Registrant had outstanding 92,200,479 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

                               September 30, 1999

                                Table of Contents

<TABLE>
<CAPTION>
                                                                                                              Page No.

Part I

<S>                                                                                                               <C>
Item 1.  Financial Statements

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

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

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

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

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

         Results of Operations....................................................................................7

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

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

         Forward Looking Statements...............................................................................9

Part II

Item 5.  Other Information.......................................................................................10

Item 6.  Exhibits and Reports on Form 8-K........................................................................10
</TABLE>


                                       2
<PAGE>


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

                                                                                 September 30,    December 31,
                                                                                     1999             1998
                                                                                  (unaudited)
                                                                               ----------------------------------
<S>                                                                               <C>              <C>
Assets
Current assets:
   Cash                                                                           $   150,300      $     17,555
   Accounts receivable, less allowance for doubtful accounts                          483,756           336,732
   Inventory                                                                          462,478           300,366
   Prepaid expenses                                                                    10,374            21,938
                                                                               ----------------------------------
Total current assets                                                                1,106,908           676,591

Property and equipment, at cost, net of accumulated
   depreciation                                                                       390,037           404,814
Other assets:
   Deferred tax asset, noncurrent                                                           -           335,373
   Intangible assets, net of accumulated amortization                                  39,043            40,539
   Deposits and other long term assets                                                 34,060            23,588
                                                                               ----------------------------------
Total assets                                                                       $1,570,048       $ 1,480,905
                                                                               ==================================

Liabilities and stockholders' equity
Current liabilities:
   Accounts payable                                                                $  575,388       $   351,793
   Notes payable-others                                                               333,282            97,799
   Note payable-bank                                                                        -           209,892
   Notes payable-officers                                                              33,274            33,274
   Current portion of capital lease obligations                                        63,812            62,657
   Accrued expenses                                                                    77,218            77,548
                                                                               ----------------------------------
Total current liabilities                                                           1,082,974           832,963

Other long-term obligations                                                                 -             6,000
Capital lease obligations, less current portion                                        13,137            60,027
Notes payable-others, less current portion                                                  -           116,345
Notes payable-officers, less current portion                                          105,755           110,948
                                                                               ----------------------------------
Total liabilities                                                                   1,201,866         1,126,283

Commitments

Stockholders' equity:
   Common stock, $.0005 par value, 250,000,000 shares authorized, 85,141,050 and
     75,371,847 shares issued and outstanding
     September 30, 1999 and December 31, 1998, respectively                            42,571            37,686
   Additional paid-in capital                                                       1,429,182           937,839
   Accumulated deficit                                                             (1,103,571)         (620,903)
                                                                               ----------------------------------
Total stockholders' equity                                                            368,182           354,622
                                                                               ----------------------------------
Total liabilities and stockholders' equity                                         $1,570,048       $ 1,480,905
                                                                               ==================================

See accompanying notes.


</TABLE>

                                       3
<PAGE>


                             Antennas America, Inc.
                            Statements of Operations

<TABLE>
<CAPTION>

                                                        Three months ended                      Nine months ended
                                                          September 30,                           September 30,
                                                      1999              1998                  1999             1998
                                                -----------------------------------     -----------------------------------
                                                           (unaudited)                             (unaudited)

<S>                                                   <C>                 <C>              <C>                <C>
Sales, net                                         $   1,531,866          $807,560         $ 3,195,345        $ 2,224,112
Cost of sales                                          1,210,986           472,434           2,417,638          1,412,630
                                                -----------------------------------     -----------------------------------
Gross profit                                             320,880           335,126             777,707            811,482
General and administrative expenses                      291,823           308,717             822,945            907,905
                                                -----------------------------------     -----------------------------------
Income (loss) from operations                             29,057            26,409             (45,238)           (96,423)

Other income (expense):
   Interest expense                                      (41,335)          (22,996)           (102,173)           (61,096)
   Other income                                               17            25,902                 116             25,971
                                                -----------------------------------     -----------------------------------
Total other income (expense)                             (41,318)            2,906            (102,057)           (35,125)
                                                -----------------------------------     -----------------------------------

Income (loss) before income taxes                        (12,261)           29,315            (147,295)          (131,548)
Provision for (benefit from) income taxes                385,271             9,968             335,373            (44,726)
                                                -----------------------------------     -----------------------------------
Net income (loss)                                   $   (397,532)        $  19,347         $  (482,668)       $   (86,822)
                                                ===================================     ===================================

Net income (loss) per share                               $(0.01)            $0.00               $(0.01)            $0.00

Weighted average shares outstanding                   76,711,610        75,359,712            75,830,586       74,450,787


See accompanying notes.


</TABLE>

                                       4
<PAGE>


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

                                                                             Nine months ended September 30,
                                                                                 1999               1998
                                                                          --------------------------------------
                                                                                       (unaudited)
<S>                                                                           <C>                <C>
Operating activities
Net loss                                                                      $ (482,668)        $  (86,822)
Adjustments to reconcile net loss to net cash provided by
   operating activities:
     Depreciation and amortization                                                82,771             82,700
     Noncash expense for issuance of stock and options                             1,500             34,650
     Accrued interest on notes payable added to principal                         14,252             12,686
     Accrued salary added to note payable                                          4,776              3,077
       Amortization of note discount                                               4,000                  -
     Deferred tax expense (benefit)                                              335,373            (44,724)
     Changes in operating assets and liabilities:
       Increase in accounts receivable                                          (147,024)           (82,719)
       (Increase) decrease in inventory                                         (162,112)           130,086
       Decrease in prepaid expenses                                               11,564             26,541
       Increase in other assets                                                  (10,472)            (3,813)
       Increase (decrease) in accounts payable and accrued expenses              217,265            (19,384)
                                                                          --------------------------------------
Net cash provided by (used in) operating activities                             (130,775)            52,278

Investing activities
Patent acquisition costs                                                          (4,539)           (14,665)
Acquisition of plant and equipment                                               (61,959)           (68,241)
                                                                          --------------------------------------
Net cash used in investing activities                                            (66,498)           (82,906)

Financing activities
Reductions in revolving credit line                                             (209,892)           (24,771)
Proceeds from new short term debt                                                200,000                  -
Repayment of notes and leases payable                                           (138,270)           (62,506)
Proceeds from private placement, net                                             488,728                  -
Proceeds from equipment refinancing                                                   -              32,104
Proceeds from exercise of options, net                                                -              69,336
Repayment of officer loans                                                       (10,548)            (1,000)
                                                                          --------------------------------------
Net cash provided by financing activities                                        330,018             13,163
                                                                          --------------------------------------

Net increase (decrease) in cash                                                  132,745            (17,465)
Cash, beginning of period                                                         17,555             61,642
                                                                          --------------------------------------
Cash, end of period                                                            $ 150,300           $ 44,177
                                                                          ======================================

Supplemental cash flow information:
  Cash paid for interest                                                       $  86,557           $ 42,782

See accompanying notes.


</TABLE>

                                       5
<PAGE>


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


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 and nine month  periods  ended
September 30, 1999 and 1998 are not  necessarily  indicative of the results that
may be expected for the year ended December 31, 1999.  For further  information,
refer  to  the  financial  statements  and  footnotes  thereto  included  in the
Company's annual report on Form 10-KSB for the year ended December 31, 1998.

Note 2.  Equity Transactions

         On  September  8,  1999,  the  Company's  Board of  Directors  approved
financing through a private placement offering of shares of units with each Unit
consisting of one share of restricted  common stock of the  Corporation  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  to be sold for a maximum  offering  of  $1,150,000.  The
Warrants  included in the Units will entitle the holder to purchase one share of
common stock at an exercise price of $.175 per share and will become exercisable
on the date on which a  registration  statement  concerning  the transfer of the
shares included in the Units and the shares  underlying the Warrants is declared
effective.  The Warrants  expire one year after becoming  exercisable and may be
called for  redemption  by the  Company at the price of $.001 per Warrant at any
time that the Warrants are exercisable  after the weighted average trading price
for the  Corporation's  common  stock is at least  $.2275 per share for 20 of 30
consecutive business days.

         As of September  30, 1999,  the Company had received  $511,688 of gross
proceeds  from  the  private  placement  which  is  reflected  in the  financial
statements.  As of November 10, 1999, approximately $370,000 of additional funds
had been received subsequent to September 30, 1999.

Note 3.  Income Taxes

         The Company recorded a valuation allowance in the third quarter of 1999
for its deferred tax asset which is primarily  attributable to the net operating
loss carryover in accordance with Statement of Financial Accounting Standard No.
109 (SFAS  109),  Accounting  for  Income  Taxes.  At  December  31,  1998,  the
realization  of this deferred tax asset was evaluated  based on future  earnings
projections at that time and no valuation reserve was deemed necessary. However,
based on current  results and the near term financial  forecasts of the Company,
an  evaluation of the reserve at the third  quarter  determined  that it is more
likely than not that some portion or all of the net operating loss asset may not
be  realized  and  therefore  a  valuation  allowance  for the full  amount  was
recorded.

Note 4.  Reclassifications

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




                                       6
<PAGE>


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

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


Results of Operations

         Sales were  $1,531,866  for the three month period ended  September 30,
1999,  as compared to $807,560 for the three month period  ended  September  30,
1998.  The 90% increase in revenues  resulted from the sales of the new local TV
antennas  systems  sold  under the GE brand  name  through  Jasco  Products  and
shipments under the contract from Thomson Consumer  Electronics local TV antenna
system under the RCA brand name. Sales for the nine month period ended September
30, 1999 were $3,195,345 compared to $2,224,112 for the same period in 1998.

         During the third quarter of 1999, due to the reasons  described  below,
the Company recorded a non-cash,  non-recurring  valuation allowance of $389,844
against its net operating loss  carryforward  that had been on the balance sheet
at full  value.  This  valuation  allowance  was  recorded  in  accordance  with
Statement of Financial  Accounting  Standard No. 109 (SFAS 109),  Accounting for
Income  Taxes,  based on the  possibility  that the  Company  may not be able to
utilize the previously recorded deferred tax asset. Although management believes
that the  deferred  tax asset  will be  utilized,  this is not  demonstrated  by
existing  operations  primarily  because of the Company's rapid expansion of its
business  and new  products  which  result in  increased  costs for  investment,
advertising and development for new commercial  products and wireless  services.
Additionally,  in line with  previously  stated plans to increase the number and
variety of its revenue  streams,  and to increase  market  share in the wireless
market, in November 1999 the Company has opened its new e-commerce web site. The
Company   anticipates   additional  expenses  associated  with  the  advertising
initiatives to drive traffic to this site to sell the Company's new and existing
products  and to inform  potential  customers  of the  Company's  total  antenna
solution capabilities.

         After  recording  the  non-cash,   non-recurring   $389,344   valuation
allowance expense in the third quarter,  the Company's results for the three and
nine  months  periods  ended  September  30,  1999 were  losses of $397,532  and
$482,668,  respectively,  as  compared  with income of $19,347 and a net loss of
$86,822 , respectively, for the three and nine month periods ended September 30,
1998. Not including the non-cash,  non-recurring  $389,844  valuation  allowance
expense,  the Company would have incurred a loss of approximately $8,000 for the
three month period ended  September 30, 1999, and a loss of $92,000 for the nine
months ended  September 30, 1999.  The Company has  significantly  increased its
research and development  costs by adding to its engineering  staff,  filing for
three new patents,  and developing three new products relating to those patents.
The Company  anticipates  that these new products will have a positive effect on
both revenues and earnings in 2000.

         If the Company  begins to utilize its  net operating loss  carryforward
by generating future earnings, of which there is no assurance,  there will be no
corresponding  income tax expense for  financial  statement  reporting  purposes
until   approximately  $1.2  million  of  taxable  income  has  been  generated.
Therefore,  if this  occurs,  the  Company's  statement  of  operations  will be
impacted  positively  through the generation of future  earnings of this amount,
with no corresponding tax expense.

         Gross  profit  margins  decreased to 21% and 24% for the three and nine
months ended  September  30, 1999 from 41% and 36% for the same periods in 1998,
which impacted the net results. Contributing to the lower margins were the lower
than  projected  gross margins on the Company's new local TV antennas sold under
the GE brand name by Jasco Products,  Inc. The lower gross margins were also due
to the  Company's  1999 plan to increase its exposure to the wireless  market by
offering more competitive antenna solutions to mature markets,  such as local TV
reception that, due to the competitive  nature of the local TV retail  business,
incorporates lower gross margins than the Company's commercial products.


                                       7
<PAGE>

         Due to the Company's rapid growth in 1999,  interest expense  increased
for the three month period ended September 30, 1999 from the same period in 1998
by $18,339 and by $41,077 for the nine month  period  ended  September  30, 1999
compared  to 1998 due to larger  borrowings  under a new  agreement  with higher
interest  rates and a loan  agreement with a vendor to ramp up the Company's new
local TV antenna production.  The Company expects interest expense to be reduced
significantly  in the future due to the additional  financing  through a private
placement as discussed below in "Financial Condition".


Financial Condition

         On  September  8,  1999,  the  Company's  Board of  Directors  approved
financing through a private placement offering of shares of units with each Unit
consisting of one share of restricted  common stock of the  Corporation  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  to be sold for a maximum  offering  of  $1,150,000.  The
Warrants  included in the Units will entitle the holder to purchase one share of
Common Stock at an exercise price of $.175 per share and will become exercisable
on the date on which a  registration  statement  concerning  the transfer of the
shares included in the Units and the shares  underlying the Warrants is declared
effective.  The Warrants  expire one year after becoming  exercisable and may be
called for  redemption  by the  Company at the price of $.001 per Warrant at any
time that the Warrants are exercisable  after the weighted average trading price
for the  Corporation's  Common  Stock is at least  $.2275 per share for 20 of 30
consecutive business days.

         As of September  30, 1999,  the Company had received  $511,688 of gross
proceeds  in  funding  from the  private  placement  which is  reflected  in the
financial statements.  These funds were used for working capital purposes and to
repay $11,000 of officer debt. As of November 10, 1999,  approximately  $370,000
additional funds had been received subsequent to September 30, 1999.

         Compared  to  December  31,  1998,  the  Company's  total  assets as of
September  30,  1999  increased  by $89,143 to  $1,570,048.  Increases  in cash,
accounts  receivable and inventory due to the private placement funds and higher
sales volume were offset by the decrease in assets  associated with the deferred
tax asset valuation reserve as discussed in "Results of Operations".

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

         The financing cost for this new arrangement is 1% of the receivable for
the first 10 days and 1/15 of 1% each day  thereafter  until the account is paid
in full. The maximum amount charged is 9% of the receivable. As of September 30,
1999, the Company showed $14,319 as accounts  receivable  relating to the unsold
15 percent of the accounts  receivable which belong to the Company but which are
held by the bank as a  reserve  until  the bank  has been  paid for the  account
receivable by the customer.



                                       8
<PAGE>

         Liabilities increased $75,583 to $1,201,866. 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 as product is shipped
and interest  will be paid  monthly.  The funds  advanced  were used for working
capital purposes.  Accounts payable increased since December 31, 1998 due to the
additional investment in inventory to support the sales increase.


Year 2000 Compliance

         Year 2000  compliance is the ability of computer  hardware and software
to  respond  to  the  problems   posed  by  the  fact  that  computer   programs
traditionally  have  used two  digits  rather  than  four  digits  to  define an
applicable  year. As a consequence,  any of the Company's  computer  programs or
equipment  using  internal  programs may recognize a date using "00" as the year
1900  rather  than the year  2000.  This  could  result in a system  failure  or
miscalculations   causing   interruption  of  operations,   including  temporary
inability to send invoices or engage in normal business activities or to operate
equipment  such  as  telephone   systems,   facsimile  machines  and  production
machinery.

         To date, the Company has reviewed its financial accounting software and
system and has determined it is fully Year 2000 compliant.  The Company has also
been  informed by vendors that major pieces of office and  production  equipment
used by the Company are Year 2000 compliant.

         The Company has initiated a review of its relationships  with suppliers
and vendors to determine if there will be an impact to the Company's  operations
due to a Year 2000 issue with a vendor's or supplier's  system. The Company does
not  rely on any sole  source  vendors,  and most  items  can be  obtained  from
alternate  sources if a  preferred  supplier  is not able to meet the  Company's
needs.  To date, no vendors or suppliers have indicated that they anticipate any
Year 2000 issues, so no contingency plans have been required to be developed for
any vendors that may not be Year 2000 compliant.  The Company  anticipates  that
its  contingency  plans  that may be needed  will  include  utilizing  alternate
suppliers  and vendors.  Using  alternate  vendors may not be efficient for some
products though, due to required set up time for a new vendor.  Costs to date to
become Year 2000 compliant and expected costs in the future are not  anticipated
to be significant.


Forward Looking Statements

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



                                       9
<PAGE>


PART II

Item 5.  Other Information

         Pursuant to Rule 14a-4(c) under the Securities Exchange Act of 1934, as
amended, the Company hereby notifies its stockholders that the proxies solicited
by the Company in  connection  with the Company's  annual  meeting to be held in
1999  will  confer  discretionary   authority  to  vote  on  matters  raised  by
stockholders  for which the Company did not have notice a reasonable time before
the Company's  mailing of proxy  materials  for that  meeting.  Based on current
planning for scheduling the annual meeting, notice must be received on or before
December 1, 1999 in order for the Company not to have  discretionary  authority.
In addition,  if the Company  receives notice on or before December 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 December 1, 1999, that the proponent intends to deliver a proxy statement
and form of proxy to holders of at least the percentage of the Company's  voting
shares  required  under  applicable  law to carry the  proposal  (the  "Required
Percentage"),  which would be a majority  of the  Company's  outstanding  common
stock or a majority of the shares of common  stock  represented  at the meeting,
depending  on the nature of the  proposal,  if the  proponent  includes the same
statement in its proxy materials  filed under Rule 14a-6,  and if the proponent,
immediately  after soliciting the holders of the Required  Percentage,  provides
the  Company  with a  statement  from any  solicitor  or any other  person  with
knowledge that the necessary  steps have been taken to deliver a proxy statement
and form of proxy to the holders of the Required Percentage.


Item 6.  Exhibits And Reports On Form 8-K

                  (a)      Exhibits.

                           Financial Data Schedule

                  (b)      Reports on Form 8-K.

                           None.



                                       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.

                                               ANTENNAS AMERICA, INC.


Date:    November 19, 1999            By:   /s/ Randall P. Marx
                                          ----------------------------------
                                            Randall P. Marx
                                            Chief Executive Officer
                                            and Principal Financial Officer



























                                       11