SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES
13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. __)*
ANTENNAS AMERICA, INC.
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(Name of Issuer)
Common Stock, $.005 par value per share
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(Title of Class of Securities)
Randall P. Marx
Antennas America, Inc.
4860 Robb Street 101
Wheat Ridge, Colorado 80833
(303)421-4063
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
036727105
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(CUSIP Number)
February 7, 2000
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
Page 1 of 5
SCHEDULE 13G
CUSIP No. 036727105 Page 2 of 5
_____________________________________________________________________________
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Evansville Limited (No Federal I.D. Number)
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
_____________________________________________________________________________
5 SOLE VOTING POWER
NUMBER OF 3,800,000
SHARES
______________________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY -0-
______________________________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 3,800,000
______________________________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH -0-
_____________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,600,000 (See Item 4)
_____________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
_____________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.5% (based on 97,398,467 shares of Common Stock outstanding on February
1, 2000, plus an additional 3,800,000 shares of Common Stock assuming
exercise of the Warrant as hereinafter defined)
_____________________________________________________________________________
12 TYPE OF REPORTING PERSON*
CO
_____________________________________________________________________________
<PAGE>
Item 1(a). Name of Issuer:
Antennas America, Inc. (the "Company")
Item 1(b). Address of Issuer's Principal Executive Offices:
4860 Robb Street 101
Wheat Ridge, Colorado 80033
Item 2(a). Name of Persons Filing:
Evansville Limited ("Evansville")*
Item 2(b). Address of Principal Business Office or, if None, Residence:
Evansville Limited
P. O. Box 438
Road Town, Tortoga
British Virgin Islands
Item 2(c). Citizenship:
British Virgin Islands
Item 2(d). Title of Class of Securities:
Common Stock, par value $.005 per share, of the Company
("Common Stock").
Item 2(e). CUSIP Number:
036727105
Item 3. If this Statement Is Filed Pursuant to Rules 13d-1(b), or 13d-2(b)
or (c), Check Whether the Persons Filing are a:
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act;
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act;
(e) [ ] An investment advisor in accordance with Rule 13-
d(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section (c)(14) of the
Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this
box. [X]
_______________
* Evansville may be deemed to be controlled by the Phyllis Quasha
Revocable Trust. Phyllis G. Quasha, as the settlor of the Trust, may be
deemed to control the Trust. Based upon the foregoing considerations,
the Phyllis Quasha Revocable Trust and Phyllis G. Quasha may be deemed
to control Evansville.
Page 3 of 5
Item 4. Ownership.
Provide the following information regarding the aggregate number
and percentages of securities of the Issuer identified in Item 1:
(a) Amount beneficially owned:
7,600,000 shares of Common Stock**
(b) Percent of class:
7.5% (based on 97,398,467 shares of Common Stock outstanding
on February 1, 2000, plus an additional 3,800,000 shares of
Common Stock assuming exercise of the Warrant as hereinafter
defined)
(c) Number of shares to which Evansville has:
(i) Sole power to vote or direct the vote:
3,800,000 shares of Common Stock*
(ii) Shared power to vote or direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
3,800,000 shares of Common Stock
(iv) Shared power to dispose of or direct the disposition of:
0
Item 5. Ownership of Five Percent or Less of a Class:
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported By the Parent Holding
Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of a Group.
Not applicable.
Item 10. Certification.
By signing below, the undersigned certifies that, to the best
of its knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction
having such purpose or effect.
_____________________
** On or about February 7, 2000, Evansville acquired from the Company, for
an aggregate purchase price of $199,500, (i) 3,800,000 shares of the
Company's Common Stock, and (ii) a warrant (the "Warrant") to acquire an
additional 3,800,000 shares of Common Stock.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: February 17, 2000
By: /s/ Thomas A. Huser
----------------------------
Thomas A. Huser
Attorney-in-Fact
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