UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                              -------------------
                                    FORM 8-K
                              -------------------


             Current Report Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934

      Date of report (Date of earliest event reported): September 29, 2000

                          Arc Wireless Solutions, Inc.
             -------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

                                      Utah
                 ----------------------------------------------
                 (State of 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
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

                             Antennas America, Inc.
          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)





<PAGE>



Item 2. Acquisition or Disposition of Assets

         On  September  29,  2000,  the  Registrant  consummated  a  transaction
providing for the merger of Starworks  Technology,  Inc.,  a/k/a The Kit Company
("Kit") with and into Starworks  Wireless Inc., a wholly owned subsidiary of the
Registrant.  In  exchange  for their  stock in Kit,  David  McConnell  and Karen
McConnell,  the  shareholders of Kit,  received  consideration  of $2.5 million,
consisting  of a total of $1.0 million in cash and $1.5 million in shares of the
restricted  common  stock of the  Registrant.  The  number  of  shares  paid was
1,959,499,  based on the weighted average trading price on the closing date. The
Registrant is also required to pay an additional $500,000 in cash as part of the
final purchase price.  The $500,000  payment,  will be increased or decreased by
the amount which the net assets of Kit on September  29, 2000 are  determined to
be greater or lesser than  $590,000.  The final payment will be made by November
29, 2000. The amount of consideration  given was determined based on arms-length
negotiations   between  the  parties.   Kit's  assets  include  cash,   accounts
receivable,  inventory  and computer and  manufacturing  equipment.  No material
relationship exists between the Registrant, or any of its affiliates,  directors
or  officers  of the  Registrant,  or any  associate  of any such  directors  or
officers, and Mr. and Mrs. McConnell.  The Registrant utilized its existing cash
reserves  for the cash paid at  closing,  and intends to use its  existing  cash
reserves for the final cash payment.

Item 5. Other Events.

         On October 3, 2000,  the Registrant  issued a press release  announcing
the merger of Starworks  Technology,  Inc. into a wholly owned subsidiary of the
Registrant.  A copy of the press  release is attached to this Report on Form 8-K
as Exhibit 99.1.

Item 7.  Financial Statements And Exhibits.

         (a) and (b)       The financial statements and pro forma financial
                           information required by this item will be
                           filed by amendment to this Form 8-K.

         (c)               Exhibit Index

Exhibit
Number      Description
-------     -----------
2.1         Agreement Between And Among  Starworks Technology, Inc., Starworks
            Wireless, Inc. and Antennas America, Inc. dated September 29, 2000.

99.1        Press release issued by the Registrant dated October 3, 2000.


<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:    October 13, 2000                   By: /s/ Thomas R. Reed
                                                --------------------
                                                Thomas R. Reed
                                                Chief Financial Officer
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{"company-data": {"conformed-name": "ANTENNAS AMERICA INC", "cik": "0000826326", "assigned-sic": "4899", "irs-number": "870454148", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-18122", "film-number": "739698"}, "business-address": {"street1": "4860 ROBB STREET", "street2": "SUITE 101", "city": "WHEAT RIDGE", "state": "CO", "zip": "80033", "phone": "3034214063"}, "mail-address": {"street1": "4860 ROBB STREET", "street2": "SUITE 101", "city": "WHEAT RIDGE", "state": "CO", "zip": "80033"}, "former-company": [{"former-conformed-name": "WESTFLAG CORP", "date-changed": "19890511"}, {"former-conformed-name": "WESTCLIFF CORP", "date-changed": "19880224"}]}
UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                              -------------------
                                    FORM 8-K
                              -------------------

             Current Report Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934

      Date of report (Date of earliest event reported): September 29, 2000

                          Arc Wireless Solutions, Inc.
             -------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

                                      Utah
                 ----------------------------------------------
                 (State of 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
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

                             Antennas America, Inc.
          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets

         On  September  29,  2000,  the  Registrant  consummated  a  transaction
providing for the merger of Starworks  Technology,  Inc.,  a/k/a The Kit Company
("Kit") with and into Starworks  Wireless Inc., a wholly owned subsidiary of the
Registrant.  In  exchange  for their  stock in Kit,  David  McConnell  and Karen
McConnell,  the  shareholders of Kit,  received  consideration  of $2.5 million,
consisting  of a total of $1.0 million in cash and $1.5 million in shares of the
restricted  common  stock of the  Registrant.  The  number  of  shares  paid was
1,959,499,  based on the weighted average trading price on the closing date. The
Registrant is also required to pay an additional $500,000 in cash as part of the
final purchase price.  The $500,000  payment,  will be increased or decreased by
the amount which the net assets of Kit on September  29, 2000 are  determined to
be greater or lesser than  $590,000.  The final payment will be made by November
29, 2000. The amount of consideration  given was determined based on arms-length
negotiations   between  the  parties.   Kit's  assets  include  cash,   accounts
receivable,  inventory  and computer and  manufacturing  equipment.  No material
relationship exists between the Registrant, or any of its affiliates,  directors
or  officers  of the  Registrant,  or any  associate  of any such  directors  or
officers, and Mr. and Mrs. McConnell.  The Registrant utilized its existing cash
reserves  for the cash paid at  closing,  and intends to use its  existing  cash
reserves for the final cash payment.

Item 5. Other Events.

         On October 3, 2000,  the Registrant  issued a press release  announcing
the merger of Starworks  Technology,  Inc. into a wholly owned subsidiary of the
Registrant.  A copy of the press  release is attached to this Report on Form 8-K
as Exhibit 99.1.

Item 7.  Financial Statements And Exhibits.

         (a) and (b)       The financial statements and pro forma financial
                           information required by this item will be
                           filed by amendment to this Form 8-K.

         (c)               Exhibit Index

Exhibit
Number      Description
-------     -----------
2.1         Agreement Between And Among  Starworks Technology, Inc., Starworks
            Wireless, Inc. and Antennas America, Inc. dated September 29, 2000.

99.1        Press release issued by the Registrant dated October 3, 2000.
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:    October 13, 2000                   By: /s/ Thomas R. Reed
                                                --------------------
                                                Thomas R. Reed
                                                Chief Financial Officer