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): May 24, 2000



                             Antennas America, Inc.
                  ---------------------------------------------
             (Exact name of registrant as specified in its charter)



            Utah                           000-18122              87-0454148
 ------------------------------       -----------------       ----------------
 (State or other jurisdiction         (Commission File          (IRS Employer
  of incorporation)                        Number)           Identification No.)



          4860 Robb Street, Suite 101, Wheat Ridge, Colorado 80033-2163
          -------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)



       Registrant's telephone number, including area code: (303) 421-4063
                                                           --------------




<PAGE>



Item 2. Acquisition or Disposition of Assets

         On May 24, 2000, the Registrant consummated a transaction providing for
the merger of  Winncom  Technologies,  Inc.  ("Winncom")  with and into  Winncom
Technologies  Corp.,  a wholly owned  subsidiary of the Registrant  ("Sub").  As
consideration  for relinquishing  their stock in Winncom,  Gregory E. Raskin and
Michael L. Maly, the stockholders of Winncom,  received aggregate  consideration
of $12 million,  consisting of a total of $3 million in cash, a promissory note,
face amount $1.5 million, payable in 90 days from the closing date, a promissory
note, face amount $1.5 million payable in 180 days from the closing date, and $6
million in shares of the restricted  common stock of the Registrant,  calculated
based on the average  weighted  trading price on the closing date. The amount of
consideration given was determined based on arms-length negotiations between the
parties.  Winncom'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. Raskin
or Mr. Maly. The Company's utilized its existing cash reserves for the cash paid
at closing,  and intends to obtain  additional equity financing as the source of
funds to pay the promissory note.

Item 5. Other Events.
        ------------

         On May 30, 2000, the Registrant  issued a press release  announcing the
merger of Winncom  Technologies,  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.
         ---------------------------------

         (c)      The  financial  statements,  which  are not  included  in this
                  report,  will be filed not later  than 60 days  after  June 8,
                  2000.

                                  Exhibit Index

Exhibit
Number    Description
------   -------------
2.1      Agreement  Between  And  Among  Winncom  Technologies,   Inc.,  Winncom
         Technologies Corp. and Antennas America, Inc. dated May 24, 2000.

99.1     Press release issued by the Registrant dated May 30, 2000.


<PAGE>



                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date:  June __, 2000                  ANTENNAS AMERICA, INC.



                                      By:
                                            Randall R. Marx,
                                            Chief Executive 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": "651191"}, "business-address": {"street1": "4880 ROBB STREET", "city": "WHEAT RIDGE", "state": "CO", "zip": "80033", "phone": "3034214063"}, "mail-address": {"street1": "4880 ROBB STREET", "street2": "UNIT 6", "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"}]}
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): May 24, 2000

                             Antennas America, Inc.
                  ---------------------------------------------
             (Exact name of registrant as specified in its charter)

            Utah                           000-18122              87-0454148
 ------------------------------       -----------------       ----------------
 (State or other jurisdiction         (Commission File          (IRS Employer
  of incorporation)                        Number)           Identification No.)

          4860 Robb Street, Suite 101, Wheat Ridge, Colorado 80033-2163
          -------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (303) 421-4063
                                                           --------------
Item 2. Acquisition or Disposition of Assets

         On May 24, 2000, the Registrant consummated a transaction providing for
the merger of  Winncom  Technologies,  Inc.  ("Winncom")  with and into  Winncom
Technologies  Corp.,  a wholly owned  subsidiary of the Registrant  ("Sub").  As
consideration  for relinquishing  their stock in Winncom,  Gregory E. Raskin and
Michael L. Maly, the stockholders of Winncom,  received aggregate  consideration
of $12 million,  consisting of a total of $3 million in cash, a promissory note,
face amount $1.5 million, payable in 90 days from the closing date, a promissory
note, face amount $1.5 million payable in 180 days from the closing date, and $6
million in shares of the restricted  common stock of the Registrant,  calculated
based on the average  weighted  trading price on the closing date. The amount of
consideration given was determined based on arms-length negotiations between the
parties.  Winncom'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. Raskin
or Mr. Maly. The Company's utilized its existing cash reserves for the cash paid
at closing,  and intends to obtain  additional equity financing as the source of
funds to pay the promissory note.

Item 5. Other Events.
        ------------

         On May 30, 2000, the Registrant  issued a press release  announcing the
merger of Winncom  Technologies,  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.
         ---------------------------------

         (c)      The  financial  statements,  which  are not  included  in this
                  report,  will be filed not later  than 60 days  after  June 8,
                  2000.

                                  Exhibit Index

Exhibit
Number    Description
------   -------------
2.1      Agreement  Between  And  Among  Winncom  Technologies,   Inc.,  Winncom
         Technologies Corp. and Antennas America, Inc. dated May 24, 2000.

99.1     Press release issued by the Registrant dated May 30, 2000.
SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date:  June __, 2000                  ANTENNAS AMERICA, INC.

                                      By:
                                            Randall R. Marx,
                                            Chief Executive Officer