================================================================================
                United States Securities and Exchange Commission
                              Washington D.C. 20549


                                    Form 10-K

(Mark One)
      [  X  ]     ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

                     For the Fiscal Year Ended May 31, 2009

                                       OR

      [      ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE EXCHANGE ACT OF 1934

                         Commission file number 0-12866
                                                -------

                                   PHAZAR CORP

             (Exact name of registrant as specified in its charter)

                Delaware                                  75-1907070
    (State or other jurisdiction of           (IRS Employer Identification No.)
    Incorporation or organization)

101 S.E. 25th Avenue, Mineral Wells, Texas 76067           (940) 325-3301
------------------------------------------------           --------------
    (Address of principal executive offices)         (Issuer's telephone number)

Securities registered pursuant to Section 12(b) of the Act:
                                                              None

                               Title of each class
                               -------------------
                          Common Stock, $0.01 par value

Check  whether  the issuer has (i) filed all  reports  required by Section 13 or
15(d) of the  Exchange  ACT during the past 12 months,  and (ii) been subject to
such filing requirements for the past ninety (90) days. Yes [ X ] No [ ]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act.)
                                   Yes No (X)

Check if there is no disclosure of delinquent  filers in response to Item 405 of
regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of the Form 10-K or
any amendment to this Form 10-K. [ X ]

The Company's net sales for Fiscal Year ended May 31, 2009, was $7,310,281.



                                       1
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<PAGE>
As of July 15, 2009 2,297,037  shares of Common Stock were  outstanding  and the
aggregate  market  value of the Common Stock (based on the latest price of known
transactions  on the Nasdaq Capital  Market) held by  non-affiliates  (1,909,767
shares) was $5,996,668.

DOCUMENTS INCORPORATED BY REFERENCE

The information required by Part III of this report, to the extent not set forth
herein, is incorporated by reference from the Registrant's definitive 2009 Proxy
Statement.

Transitional Small Business Disclosure Format (check one):  Yes [   ]  No [ X ]













































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<PAGE>

                                     PART 1

Item 1.  Description of Business.

General

PHAZAR CORP was  incorporated  in 1991 and  operates as a holding  company  with
Antenna  Products  Corporation,  Tumche Corp.,  Phazar Antenna Corp. and Thirco,
Inc. as its wholly owned subsidiaries.  Antenna Products  Corporation and Phazar
Antenna  Corp.  are  operating  subsidiaries  with  Thirco,  Inc.  serving as an
equipment leasing company to PHAZAR CORP's operating units. Phazar Antenna Corp.
is a separate  legal  entity  that  currently  operates  as a small  division of
Antenna Products  Corporation.  Tumche Corp. has no sales or operations.  PHAZAR
CORP  has  no  other  business  activity.   The  address  for  PHAZAR  CORP  and
subsidiaries is 101 S.E. 25th Avenue,  Mineral Wells, Texas 76067. The telephone
number is (940) 325-3301.

Product   information   is   available   from   the   Internet   web   page  at:
www.antennaproducts.com, www.truemeshnetworks.com and www.phazar.com.

Antenna Products Corporation

Antenna  Products  Corporation  was  incorporated in Texas in 1984 to continue a
business  started in 1947 and operated as a closely held "C"  corporation  until
January 24, 1992.  Thereafter,  Antenna Products Corporation has operated,  as a
wholly owned Subsidiary of PHAZAR CORP.

Antenna  Products  Corporation  designs,  manufactures  and markets standard and
custom  antennas,  wireless  mesh network  solutions,  guyed and self  supported
towers,  support  structures,  masts and  communication  accessories  worldwide.
Customers  include  the  United  States  Government,  both  military  and  civil
agencies,  United States  Government prime  contractors and commercial  clients.
Examples of Antenna Products  Corporation's  United States  Government  products
include tactical military mesh radio wireless networking systems,  ground to air
collinear  antennas,  instrument  landing  antennas  and  towers,  fixed  system
multi-port  antenna arrays,  tactical quick erect antennas and masts,  shipboard
antenna tilting  devices,  transport  pallets,  surveillance  antennas,  antenna
rotators, positioners and controls, and high power broadcast baluns. Examples of
the Company's  commercial  products include first responder emergency mesh radio
systems,  commercial  mesh radio systems,  panel,  sector,  omnidirectional  and
closed  loop  telecommunications   antennas,   automatic  meter  reading  (AMR),
instrument scientific medical (ISM), cellular,  paging and yagi antennas,  guyed
towers and self supported towers.

The majority of Antenna  Products  Corporation's  revenues come from fixed-price
contracts,  secured through a bidding  process,  for particular,  custom ordered
antenna production systems that Antenna Products Corporation builds according to
the  specifications  of the customer.  Except for inventory of standard products
including small antennas,  accessories and some towers in the amount of $610,030
at May 31,  2009,  Antenna  Products  Corporation  does not build and  inventory
equipment  for future off the shelf  sales.  The sales  volume for a  particular
antenna or antenna system is, therefore, a function of the fixed price contracts
for build to order antennas or systems awarded to Antenna Products  Corporation.
However,  a general  product sales  breakdown for the fiscal years ended May 31,
2009 and May 31, 2008, as a percentage of total sales are, as follows:


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<PAGE>
                                              For the fiscal year ended
                                                        May 31,
Product Type                                    2009             2008
                                                ----             ----

Spares,  Accessories and Others                  26%              24%

Antennas                                         18%              19%

Collinear Antennas                               14%              24%

Commercial Wireless                              13%              14%

Instrument Landing System                        13%               7%

Towers and Masts                                 12%              12%

Shipboard Equipment                               4%               0%
                                              --------         --------
                                                100%             100%

Antenna  Products  Corporation's  customer  base  is  primarily  government  and
government  prime  contractor  focused,  but this is slowly  changing as Antenna
Products  Corporation  continues to develop and market new commercial  products.
Antenna  Products  Corporation's  market  is  international  in  scope.  Antenna
Products Corporation  currently focuses on developing domestic and international
markets.  The specialized need of Antenna Products  Corporation's  customers and
the  technology  required to meet those needs  change  constantly.  Accordingly,
Antenna Products Corporation stresses its engineering, installation, service and
other support capabilities.  Antenna Products Corporation uses its own sales and
engineering  staff to service its principal  markets.  Some of Antenna  Products
Corporation's  contracts  are large  relative to total  annual sales volume and,
therefore,  the  composition  of the customer base is different year to year. In
2009, the United States Government was the single largest customer and accounted
for 13% of the total sales  volume.  Halliburton  Energy was the second  largest
customer  and  accounted  for 9% of total  sales.  NextG  Networks was the third
largest  customer and accounted  for 9% of total sales.  Orders for equipment in
some of these  product  categories  are in backlog  and,  therefore,  the United
States Government is expected to be a major client again in 2010.

Antenna  Products  Corporation  is one of many suppliers of antennas and related
manufacturing  services to the  government  and  government  prime  contractors.
Antenna  Products  Corporation  competes  on  the  basis  of  cost  and  product
performance in a market with no dominant supplier.  Due to fixed-price contracts
and pre-defined contract  specifications  prevalent within this market,  Antenna
Products  Corporation  competes primarily on the basis of its ability to provide
state-of-the-art  solutions in the technologically  demanding  marketplace while
maintaining its competitive pricing.

Antenna  Products  Corporation,  including its  predecessors,  has been building
antennas and related  structures and systems for over 40 years.  We believe that
Antenna Products  Corporation  enjoys a reputation for building quality products
at a  competitive  price,  because we  continue to be asked to bid for new work.
Because  of  our  size  and  lack  of  significant  liquid  assets  we  are at a
competitive  disadvantage to larger companies that have greater  resources to be


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<PAGE>
able to bid a job at lower margins.  In terms of gross assets,  sales and number
of  employees,  Antenna  Products  Corporation  is a  relatively  small  company
compared to the companies with which we compete.

On the other hand,  our customers know us, know our personnel and can rely on us
to  build  the   antennas  or  towers  or  masts,   etc.   according   to  their
specifications.  We,  therefore,  compete  on the  basis of our  reputation  and
history of building quality products at reasonable prices.

As discussed above,  Antenna Products  Corporation is primarily a build-to-order
company and most manufacturing requirements are established on a contract basis.
For this reason, the majority of the inventory is work in process. Approximately
24% of total inventory,  $610,030 is currently  maintained in stock for delivery
to customers. We have increased our raw material and finished goods inventory to
take  advantage  of  lower  raw  material  costs.  Some raw  materials  are also
inventoried to support customer delivery schedules. Antenna Products Corporation
performs work for the United States Government primarily under fixed-price prime
contracts  and  subcontracts.  Under  fixed-price  contracts,  Antenna  Products
Corporation  realizes  any benefit or  detriment  occasioned  by lower or higher
costs of performance.

Antenna Products Corporation is subject to certain risks common to all companies
that derive a portion of their revenues from the United States Government. These
risks  include  rapid  changes in  technology,  changes in levels of  government
spending, and possible cost overruns.  Recognition of profits on major contracts
is based upon  estimates  of final  performance,  which may change as  contracts
progress.   Contract  prices  and  costs  incurred  are  subject  to  Government
Procurement  Regulations,  and  costs may be  questioned  by the  United  States
Government and are subject to disallowance.  United States Government  contracts
contain a provision that they may be terminated at any time for the  convenience
of the United States  Government.  In such event,  the contractor is entitled to
recover  allowable  costs plus any  profits  earned to the date of  termination.
Collections are generally set in accordance with federal acquisition  standards,
which  require  payment in  accordance  with "Net 30" terms after  acceptance of
goods.   Antenna  Products   Corporation  is  not  directly   regulated  by  any
governmental agency in the United States. Most of Antenna Products Corporation's
customers  and the  antenna  and tower  industries  in  general,  are subject to
meeting various government  standards.  These performance  standards necessitate
Antenna Products  Corporation's ability to produce antenna designs, which can be
updated  to  conform  to  customer   requirements   in  a  changing   regulatory
environment. These regulations have not adversely affected operations.

Antenna  Products  Corporation  does  not  depend  on  any  license,  patent  or
trademark,  other than its good name, to secure business. While Antenna Products
Corporation does hold certain patents, they are not material to its business.

While Antenna Products  Corporation  complies with all  environmental  laws, the
costs and effects of compliance are not material to its operations.

Antenna Products  Corporation  plans to reinvest  approximately  10% of sales in
research and development projects and bid and proposal activities, the costs are
charged  to  sales  and  administration   expenses  as  incurred.   The  mix  of
expenditures between the two areas in any given year is a function of the demand
for new independently developed innovative systems and the level of requirements
solicited. In 2009, Antenna Products Corporation, continued development on a new


                                       5
<PAGE>
mesh  radio  wireless  networking  product  line.  This  product  line  includes
military,  emergency  first  responder  and  commercial  mesh radio systems that
utilize proprietary embedded intelligent routing software and multiple frequency
architecture to create dynamic  wireless mesh  networking  systems that transmit
and share data, voice and video applications.  This development program resulted
in a total investment in independent  research and development (R&D) and bid and
proposal activities (B&P) of 15% of sales in 2009. The level of expenditures for
R&D and B&P as a ratio to sales was 8.8% of sales in 2008.  As of May 31,  2009,
Antenna  Products  Corporation  does not consider  patents to be material to its
operations nor would the loss of any patents adversely affect operations.

Tumche Corp.

Tumche Corp.  is a wholly owned  subsidiary  of PHAZAR CORP.  It has no sales or
operations.

Phazar Antenna Corp.

Phazar Antenna Corp. is a wholly owned  subsidiary of PHAZAR CORP. It was formed
as a Delaware  Corporation  and activated on June 1, 2000.  Phazar Antenna Corp.
operates as a marketing and research and development unit.

Phazar  Antenna Corp.  provides a line of commercial  wireless  fixed and mobile
antennas   for   ISM   (instrument   scientific   medical),   ITS   (intelligent
transportation systems),  wireless Internet,  wireless LAN, wireless local loop,
fixed GPS,  MMDS (fixed  wireless) and other WiMAX market  applications.  Phazar
Antenna  Corp.  also  supplies a broad range of multiple  band  antennas for the
telecommunication market for DAS (Distributed Antenna Systems). The DAS antennas
for Cellular/SMR, AWS and PCS frequencies are installed on utility poles, street
lights,  rooftops and lamp posts in urban and remote areas to increase  wireless
carrier services.  These product lines complement Antenna Products Corporation's
existing product lines of cellular,  PCS,  paging,  ISM and AMR (automatic meter
reading),  omni-directional  and sector wireless antennas.  Phazar Antenna Corp.
sales for the twelve months ended May 31, 2009, amounted to approximately 13% of
total sales.  We expect that for fiscal year ended May 31, 2010, this percentage
will continue to increase as new products are added to the  commercial  wireless
product lines.  The Phazar Antenna Corp.  commercial  wireless product lines are
manufactured at Antenna Products Corporation's plant in Mineral Wells, Texas.

Thirco, Inc.

Thirco,  Inc.  was formed on November 1, 1993 as a Delaware  company to purchase
and lease  equipment and facilities to the other operating units of PHAZAR CORP.
The primary lease  arrangements are with Antenna Products  Corporation.  Thirco,
Inc.  will  occasionally  assist in servicing the banking needs of PHAZAR CORP's
operating units. Since all activity is internal to PHAZAR CORP and its operating
subsidiaries, financial data is consolidated with PHAZAR CORP. Thirco, Inc. does
not  employ  any full time  employees  and does not  intend to employ any in the
foreseeable  future.  Thirco,  Inc.  does not  intend to  engage in any  outside
business transactions.

Seasonality

PHAZAR CORP's businesses are not dependent on seasonal factors.



                                       6
<PAGE>
Backlog

The backlog of orders at Antenna  Products  Corporation and Phazar Antenna Corp.
was $1,741,746 at year-end. This compares to $2,544,564 in backlog at the end of
fiscal year 2008.

Raw Material Source and Supply

PHAZAR  CORP's  operating  subsidiaries'  principal  raw  materials  are  steel,
aluminum, other metal alloys, plastic and composite tubing, hardware, electrical
wire, wire rope, electronic components and  electro-mechanical  components.  The
materials  are  commonly  available  from  numerous  sources,   including  local
distributors in quantities sufficient to meet the needs of the subsidiaries. The
availability  and supply of raw materials is not  considered to be a problem for
PHAZAR CORP.

Employees

As of July 14, 2009,  Antenna  Products  Corporation  and Phazar  Antenna  Corp.
combined  employed a total of eighty  employees,  seventy-nine full time and one
part time. Of the eighty,  seventeen are employed in  administration  and sales,
nine in engineering and technical support, and fifty-four in manufacturing. None
of Antenna Products Corporation and Phazar Antenna Corp.'s employees are subject
to collective bargaining agreements.

Thirco,  Inc.  does not  employ any full time  employees  and does not intend to
employ any in the foreseeable future.

Foreign Sales

Antenna Products  Corporation's sales in international  markets are primarily to
foreign  governments or prime  contractors to foreign  governments and, as such,
represent  a small  percentage  of the overall  Company  annual  volume.  Phazar
Antenna Corp. has sales in international  markets to commercial  customers.  The
level of profits from the  commitment  of assets to this portion of the business
is no greater or no less than that of other market segments. International sales
for 2009 and 2008 were 13.6% and 26.5%,  respectively,  of total sales.  Foreign
countries  with sales  greater than 5% of total sales for both fiscal years 2009
and 2008, are as follows:

                                                      2009            2008
                                                  -----------     ------------
                                    Canada            5.6%            11.9%
                                    Spain               -             12.2%

Item 2.  Description of Property.

Antenna Products  Corporation  owns a ten-acre  industrial site located along US
Highway 180 in Mineral Wells,  Texas.  The facility  consists of a main building
containing  60,000 square feet of  manufacturing  area and 10,000 square feet of
administrative  and engineering  offices,  a second building  containing  20,000
square feet of manufacturing and shipping area; and a third building  containing
15,000 square feet utilized for receiving and material control. Three additional
auxiliary  buildings,  which total in excess of 13,350 square feet, are utilized
for chemical etching, painting and storage. The facilities are in good condition


                                       7
<PAGE>
and with the current complement of machinery and equipment are suitable and more
than adequate to meet production  requirements.  Dependent on the mix of product
types in process in any given time period,  the Company could  potentially  more
than double output with current and planned plant, property and equipment.

Phazar Antenna Corp. has no facilities. Phazar Antenna Corp. uses the facilities
of Antenna Products Corporation in Mineral Wells, Texas.

Thirco,  Inc.  owns a fifty-acre  test site in Mineral  Wells,  Texas.  The site
includes  three  buildings  with  28,000  square  feet of  space.  The  space is
currently  being leased to Antenna  Products  Corporation for test activity with
some storage of inventory.  The two larger  buildings,  if needed,  are suitable
with  rearrangement and some conversion  expense,  for additional  manufacturing
utilization.

Item 3.  Legal Proceedings.

On June 26, 2008, the Company filed an  arbitration  claim against UBS Financial
Services,  Inc.  with FINRA Dispute  Resolution  relating to the sale of auction
rate certificates issued by the Massachusetts  Education Financing Authority and
filed a related injunctive action in district court in Tarrant County, Texas. On
October 16, 2008 the Massachusetts  Education  Financing  Authority redeemed all
$2,650,000  of the  auction  rate  certificates  owned by the  Company  and paid
accrued interest. The Company then dismissed the injunctive action but continued
pursuing its  arbitration  claim. On March 30, 2009, a FINRA  arbitration  panel
entered an award that the Company  takes  nothing from UBS  Financial  Services,
Inc. and required the parties to split hearing costs.

On August 15, 2008, Janet McCollum, as personal  representative of the Estate of
Richard  Alan Catoe,  deceased,  filed a wrongful  death  complaint  against the
University of West Florida,  Diamond  Enterprise,  Inc.,  North Safety Products,
L.L.C. a/k/a North Safety Products,  Inc. and Antenna Products  Corporation (the
"Lawsuit")  in Circuit  Court in Escambia  County,  Florida,.  Antenna  Products
Corporation is PHAZAR CORP's wholly owned and principal operating subsidiary.

The lawsuit  alleges that the deceased fell to his death while climbing a ladder
inside  a water  tower on the  University  of West  Florida  campus  to  install
antennas. The lawsuit further alleges that while the deceased was descending the
ladder,  he wore an Antenna  Products  Corporation  safety  sleeve  affixed to a
safety rail manufactured by defendant North Safety Products that was attached to
the ladder and that the safety  sleeve  and rail were  allegedly  defective  and
failed to prevent the deceased from falling,  thus causing his death.  Plaintiff
seeks recovery of unspecified amounts from all the defendants.  Antenna Products
Corporation  denies any liability to plaintiff and  anticipates  being dismissed
from the lawsuit.  However,  if we were found to be  responsible  or liable,  we
would not expect such costs to be material to the Company.

Item 4.  Submission of Matters to a Vote of Security Holders.

No matters were submitted to a vote of security holders through the solicitation
of proxies or otherwise during the fourth quarter of fiscal year 2009.






                                       8
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                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.

The  information in this item should be read in conjunction  with the Management
Discussion and Analysis of Financial Condition and Results of Operations in Item
6, and the  consolidated  financial  statements and the related notes thereto in
Item 8.

Market Information For The Common Stock

PHAZAR CORP's common stock is traded on the Nasdaq  Capital Market and is quoted
under the symbol "ANTP".

The table below  presents  the high and low prices for the last two fiscal years
and  reflects  inter-dealer  prices,   without  retail  mark-up,   mark-down  or
commission and may not represent actual transactions.

                                              BID
                    Quarter Ended    High             Low

                    August 2007     11.10            5.55
                    November 2007   11.25            5.96
                    February 2008    8.48            4.24
                    May 2008         8.40            5.25

                    August 2008      6.40            4.35
                    November 2008    4.68            1.96
                    February 2009    2.95            1.99
                    May 2009         3.86            1.90

Holders

At July 14, 2009,  there were  approximately  1,814  holders of record of common
stock.

Dividends

PHAZAR CORP has never paid a regular  cash  dividend on common  stock and has no
plans to institute payment of regular dividends.

Recent Sales of Unregistered Securities

As partial  consideration  for  attending  the PHAZAR  CORP Board of  Directors'
meetings,  Gary W.  Havener,  Clark D.  Wraight,  James  Kenney,  R. Allen Wahl,
Garland P. Asher and Dennis  Maunder each  received  1,800 shares of PHAZAR CORP
common stock. James Miles received 200 shares of PHAZAR CORP common stock. Also,
as partial consideration for attending the PHAZAR CORP Audit Committee meetings,
James Kenney and Dennis Maunder each received an additional 900 shares of PHAZAR
CORP common stock.  R. Allen Wahl  received an  additional  800 shares of PHAZAR
CORP common  stock and Garland P. Asher  received  an  additional  400 shares of
PHAZAR CORP common stock.

Item 6.  Selected Financial Data



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<PAGE>
Company Overview

PHAZAR CORP's continuing operation is that of its subsidiaries, Antenna Products
Corporation,  Phazar Antenna Corp.,  Tumche Corp. and Thirco, Inc. As previously
discussed in Item 1, for the purpose of this  discussion,  all results of Phazar
Antenna Corp. are included with the results of Antenna Products Corporation. The
management  discussion  presented  in this item  relates  to the  operations  of
subsidiary units and the associated consolidated financials as presented in Item
8.

PHAZAR CORP  operates as a holding  company with Antenna  Products  Corporation,
Phazar  Antenna  Corp.,  Tumche  Corp.  and  Thirco,  Inc.  as its wholly  owned
subsidiaries.   Antenna  Products  Corporation  and  Phazar  Antenna  Corp.  are
operating subsidiaries with Thirco, Inc. serving as an equipment leasing company
to PHAZAR  CORP's  operating  units.  Tumche Corp.  has no sales or  operations.
Antenna Products Corporation designs,  manufactures and markets antenna systems,
towers and communication  accessories  worldwide.  The United States Government,
military  and  civil  agencies  and  prime   contractors  are  Antenna  Products
Corporation's  principal  customers.  Phazar  Antenna Corp.  designs and markets
fixed and mobile  antennas for  commercial  wireless  applications  that include
cellular,  PCS,  ISM  (instrument  scientific  medical),  AMR  (automatic  meter
reading), wireless internet, wireless local area network, and other WiMax market
applications.

PHAZAR CORP is primarily a build-to-order  company.  As such, most United States
government and  commercial  orders are negotiated  firm-fixed  price  contracts.
PHAZAR  CORP's sales to major  customers for the fiscal year ended May 31, 2009,
as a percentage of total sales were United States  Government  13%,  Halliburton
Energy 9% and NextG Networks 9%.

Executive Level Overview

The  following  table  presents  selected  financial  data of PHAZAR CORP.  This
historical  data  should  be read in  conjunction  with  consolidated  financial
statements and the related notes thereto in Item 8.

                                                   Fiscal Year Ending May 31,
                                                        2009          2008
                                                   ------------- -------------
        Net sales                                  $  7,310,281  $  9,247,245
          Foreign sales (as % of total sales)             13.6%         26.5%

        Gross Product Margin                              32.8%         36.6%
        Operating Profit (loss)                    $ (1,249,551) $    703,794

        Net income (loss)                          $   (582,195) $    622,904
        Net income (loss) per share                $      (0.25) $       0.27

        Total assets                               $  8,267,357  $  8,960,874

        Long term debt                             $          -  $          -
        Total liabilities                          $    719,390  $  1,076,525

        Capital expenditures                       $          -  $          -
        Dividends                                  $          -  $          -


                                       10
<PAGE>
Critical Accounting Policies

The preparation of PHAZAR CORP's consolidated financial statements in accordance
with accounting  principles  generally  accepted in the United States of America
requires PHAZAR CORP to make estimates and assumptions that affect: the reported
amounts  of assets and  liabilities  and  disclosure  of  contingent  assets and
liabilities at the date of the financial statements; and the reported amounts of
revenues and expenses during the reporting  periods.  PHAZAR CORP is required to
make  judgments  and estimates  about the effect of matters that are  inherently
uncertain.  Actual results could differ from PHAZAR CORP's  estimates.  The most
significant  areas involving PHAZAR CORP's judgments and estimates are described
below.

Inventory Valuation

Inventory is stated at the lower of cost or market,  with cost being  determined
on a first-in, first-out basis. Provisions are made to reduce excess or obsolete
inventory to its estimated net realizable  value. The process for evaluating the
value of excess  and  obsolete  inventory  often  requires  PHAZAR  CORP to make
subjective  judgments and estimates  concerning future sales levels,  quantities
and prices at which such  inventory will be able to be sold in the normal course
of business.  Accelerating the disposal process or incorrect estimates of future
sales potential may necessitate future adjustments to these provisions.

Accounts Receivable Valuation

PHAZAR CORP  maintains an allowance for doubtful  accounts for estimated  losses
resulting  from the  inability  of  PHAZAR  CORP's  customers  to make  required
payments.  If the  financial  condition  of  PHAZAR  CORP's  customers  were  to
deteriorate  resulting  in an  impairment  of their  ability  to make  payments,
additional allowances may be required.

Revenue Recognition

Revenue from short-term contracts calling for delivery of products is recognized
as the product is shipped. Revenue and costs under certain long-term fixed price
contracts  with the United  States  Government  are  recognized  on the units of
delivery method.  This method  recognizes as revenue the contract price of units
of the  product  delivered  during each  period and the costs  allocable  to the
delivered  units as the cost of earned  revenue.  Costs allocable to undelivered
units are  reported  in the  balance  sheet as  inventory.  Amounts in excess of
agreed upon contract price for customer directed changes,  constructive changes,
customer  delays or other causes of additional  contract costs are recognized in
contract  value if it is probable  that a claim for such  amounts will result in
additional  revenue and the amounts can be  reasonably  estimated.  Revisions in
cost and  profit  estimates  are  reflected  in the  period  in which  the facts
requiring the revision  become known and are estimable.  Losses on contracts are
recorded when identified.

Foreign Sales

Antenna Products  Corporation's sales in international  markets are primarily to
foreign  governments or prime  contractors to foreign  governments and, as such,
represent  a small  percentage  of the overall  Company  annual  volume.  Phazar
Antenna Corp. has sales in international  markets to commercial  customers.  The


                                       11
<PAGE>
level of profits from the  commitment  of assets to this portion of the business
is no greater or no less than that of other market segments. International sales
for 2009 and 2008 were 13.6% and 26.5%,  respectively,  of total sales.  Foreign
countries  with sales  greater than 5% of total sales for both fiscal years 2009
and 2008, are as follows:

                                                           2009       2008
                                                        ---------- -----------
                                    Canada                 5.6%      11.9%
                                    Spain                     -      12.2%

Income Taxes

PHAZAR CORP  accounts  for income  taxes  pursuant  to  Statement  of  Financial
Accounting  Standards  No. 109,  "Accounting  for Income Taxes" (SFAS 109) which
utilizes the asset and liability method of computing  deferred income taxes. The
objective of the asset and liability method is to establish  deferred tax assets
and liabilities for the temporary  differences  between the financial  reporting
basis and the tax basis of PHAZAR CORP's assets and  liabilities  at enacted tax
rates  expected to be in effect when such amounts are  realized or settled.  The
current  and  deferred  tax   provision  is  allocated   among  members  of  the
consolidated group on the separate income tax return basis.

Item 7.  Management's Discussion and Analysis or Plan of Operations

Results of Operations

Year ended May 31, 2009 ("2009") compared with year ended May 31, 2008 ("2008")

PHAZAR  CORP's  consolidated  sales from  operations  were  $7,310,281  in 2009,
compared to  consolidated  sales from  operations of $9,247,245 in 2008.  PHAZAR
CORP  recorded  a net loss of  $582,195  in 2009,  compared  to a net  profit of
$622,904 in 2008.  PHAZAR CORP's net income fell  $1,205,099 on a 21% decline in
sales  of  both  military  and  commercial   product  lines,  which  included  a
significant reduction in international sales.

Orders decreased by $1,625,006  across all product lines from $8,287,615 in 2008
compared to $6,662,609 in 2009. Backlog was down $802,818 from $2,544,564 at the
end of 2008  compared to  $1,741,746  as of May 31, 2009 due to the reduction in
orders  received and contracts  being completed and shipped prior to year end. A
slow-down  in  government  and  government  related  contracting  activity was a
contributing  factor in lower  orders  and  revenues  for the year ended May 31,
2009.

Cost of sales  and  contracts  and gross  profit  for  fiscal  year  2009,  were
$4,910,677  and  $2,399,604.  For the same  period  in 2008,  costs of sales and
contracts and gross profit were  $5,866,837 and  $3,380,408,  respectively.  The
gross profit margin for the  operations  for fiscal year 2009 was 32.8% compared
to 36.6% in 2008. The decrease in gross profit margin is attributed to increases
in commodity prices and inefficiencies associated with low production levels.

Sales  and  administration   expenses  were  $3,649,155  in  2009,  compared  to
$2,676,614 in 2008. The $972,541 increase in sales and administration expense is
due to higher  compensation  costs associated with newly hired employees for the
mesh  radio  product  line  and  executive  group,   incremental   research  and


                                       12
<PAGE>
development for continued development of our mesh radio wireless network product
line and legal fees  associated  with the FINRA  arbitration  claim  against UBS
Financial Services.

The  Company had an  operating  loss of  $1,249,551  for the year ending May 31,
2009,  compared to an operating  profit of $703,794 for the same period in prior
year as a result of lower  orders and sales along with the increase in sales and
administration expense.

Discretionary  product development and bid/proposal  spending totaled $1,093,462
or 15% of sales in fiscal year end 2009 compared to $814,462, or 9% for the same
period in 2008.

The income (loss) from  operations  before income taxes was a loss of $1,052,784
in 2009 compared to an income of $871,815 in 2008.

Product Warranties

PHAZAR CORP's  management  estimates  accrued warranty expense based on warranty
work received but not performed and on analysis of historical  trends  including
actual expense as a percent of sales.

Changes  in  accrued  warranty  liability  for the years  ended  May 31,  are as
follows:

                                                          2009         2008
                                                      ------------ ------------
        Beginning balance                             $   122,376  $    68,376
        Cost incurred for rework                         (145,708)    (150,652)
        Accrual for current year estimate                 138,702      122,376
        Change in accrued estimate                         23,332       82,276
                                                      -----------  -----------
        Ending balance                                $   138,702  $   122,376
                                                      ===========  ===========

Liquidity and Capital Resources

Sources of Liquidity

Funds generated from operations are the major internal  sources of liquidity and
are  supplemented  by funds  derived  from  capital  markets,  principally  bank
facilities.  The Company's operating  subsidiary has a $2,000,000 revolving note
facility with a bank  collateralized by the subsidiary's  inventory and accounts
with PHAZAR  CORP,  the parent  company,  signing as the  guarantor.  The amount
available under the revolving note facility at May 31, 2009 was  $2,000,000.  At
May 31, 2009, the Company had a tangible net worth of $7,547,967 and had working
capital of $6,290,829.  As of May 31, 2009,  Antenna  Products  Corporation  had
drawn $0 of the $2,000,000  line of credit with $2,000,000 of the borrowing base
available  and  unused.  PHAZAR  CORP  believes  that its  cash  and the  credit
available at May 31, 2009, is sufficient to fund the Company's operations for at
least twelve months.

Interest  is payable  monthly at the prime rate (3.25% at May 31, 2009 and 5% at
May 31,  2008) until  October 2, 2009,  when any unpaid  principal  and interest
shall be due. Under the agreement,  the Company must maintain a minimum  working


                                       13
<PAGE>
capital of  $2,500,000,  tangible net worth of $4,000,000 and debt service ratio
of 1.25 and a maximum debt worth no greater than .5:1.

Capital Requirements

Management of the operating  subsidiaries  evaluates the  facilities  and review
equipment  requirements for existing and projected contracts on a regular basis.
An annual  capital plan is generated by management and submitted to the Board of
Directors  for review and  approval.  In fiscal year 2009 there were $316,911 in
capital expenditures for new and replacement  equipment.  The Company intends to
limit the 2010 capital  program to less than $100,000 for  improvements  and new
equipment.

At May 31,  2009,  PHAZAR  CORP had cash and  cash  equivalents  of  $3,320,647.
Deferred revenue at May 31, 2009, is $16,884.

Cash Flows

Operating Activities

The increase in cash and cash  equivalents  of $874,084 is primarily  due to the
redemption  of  $2,650,000  in  auction  rate  securities  offset by a  negative
$1,340,678 of cash flow from operations. In October, 2008, the Company announced
that all $2,650,000 of its auction rate  securities had been redeemed at the par
value of  $2,650,000  plus  accrued  interest by the issuer,  the  Massachusetts
Education  Financing  Authority.  As of May 31, 2009,  the Company has no monies
invested in auction rate securities.

The  negative  $1,340,678  of cash flow from  operations  consists of a $754,481
increase  in  inventory,  a $ 582,195 net loss,  a $298,770  decline in deferred
revenues offset by a $323,759 reduction in accounts receivable. The $754,481, or
43%  increase in inventory  levels for fiscal year 2009 versus  fiscal year 2008
represents a decision by management to take  advantage of lower  material  costs
and increase stock levels in certain  finished goods  products.  The net loss of
$582,195 in fiscal year 2009 represents a 21% drop in revenues associated with a
slow-down in government and government related  contracting  activity along with
36% increase in sales and  administrative  expenses.  Higher  compensation costs
associated  with  newly  hired  employees  for the mesh radio  product  line and
executive  group,  incremental  research  and  development  costs for  continued
development  of our mesh  radio  wireless  network  product  line and legal fees
associated with the FINRA arbitration  claim against UBS Financial  Services are
all contributing  factors to the increase in sales and administrative  expenses.
The  $298,770  decline in deferred  revenues  for fiscal  year 2009  compared to
fiscal year 2008 is simply a function of customer contracts that are required to
provide  prepayments  prior to production of the order,  often a requirement for
international  customers.  The decrease in accounts  receivable from $987,258 at
May 31, 2008 to $663,499  represents a $323,759  source of operating  cash flows
and reflects the decreased level of business volume in fiscal year 2009.

Investing Activities

Cash of $2,127,478 was provided by investing  activities  during the fiscal year
ending May 31, 2009,  which  consists of the $2,650,000 of redemption of auction
rate  securities  less  capital  expenditures  of $316,911  and $205,611 for the
purchase of treasury stock. Cash was not used in investing activities during the


                                       14
<PAGE>
year ended May 31, 2008,  however,  $2,650,000  of  marketable  securities  were
transferred to long term marketable securities during the year.

Financing Activities

There were no financing  activities requiring cash during the fiscal year ending
May 31, 2009.  The  financing  activities  incurred in prior year ending May 31,
2008 consisted  primarily of proceeds from the exercise of stock options and the
federal income tax benefit resulting from the exercise of stock options.  At May
31, 2009 and 2008, PHAZAR CORP had no long-term debt outstanding.















































                                       15
<PAGE>
Item 8.  Financial Statements.

PHAZAR CORP consolidated financial statements for the fiscal years ended May 31,
2009 and 2008.


                                 C O N T E N T S


                                                                          Page

CONSOLIDATED FINANCIAL STATEMENTS

     Consolidated Balance Sheets..........................................19-20

     Consolidated Statements of Operations................................21

     Consolidated Statements of Shareholders' Equity......................22-23

     Consolidated Statements of Cash Flows................................24

     Notes to Consolidated Financial Statements...........................25



































                                       16
<PAGE>
-------
|  |  |
|  |  |
 Weaver
 -and-
Tidwell
                      REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 L.L.P.

Certified Public
Accountants         To The Board of Directors and Stockholders
and Consultants     PHAZAR CORP and Subsidiaries

                    We have audited the accompanying consolidated balance sheets
                    of PHAZAR CORP and Subsidiaries as of May 31, 2009 and 2008,
                    and  the  related  consolidated  statements  of  operations,
                    shareholders'  equity  and cash  flows  for the  years  then
                    ended.  These  consolidated  financial  statements  are  the
                    responsibility    of   the   Company's    management.    Our
                    responsibility   is  to   express   an   opinion   on  these
                    consolidated  financial  statements based on our audits.  We
                    conducted our audits in accordance with the standards of the
                    Public Company  Accounting  Oversight Board (United States).
                    Those  standards  require that we plan and perform the audit
                    to obtain  reasonable  assurance about whether the financial
                    statements are free of material misstatement. The company is
                    not  required to have,  nor were we engaged to  perform,  an
                    audit of its internal control over financial reporting.  Our
                    audit  included   consideration  of  internal  control  over
                    financial   reporting  as  a  basis  for   designing   audit
                    procedures  that are appropriate in the  circumstances,  but
                    not  for  the  purpose  of  expressing  an  opinion  on  the
                    effectiveness   of  the  company's   internal  control  over
                    financial  reporting.   Accordingly,   we  express  no  such
                    opinion. An audit also includes examining,  on a test basis,
                    evidence  supporting  the  amounts  and  disclosures  in the
                    financial  statements,  assessing the accounting  principles
                    used and significant  estimates made by management,  as well
                    as evaluating the overall financial statement  presentation.
                    We believe that our audits  provide a  reasonable  basis for
                    our opinion.

                    In  our  opinion,  the  consolidated   financial  statements
                    referred to above present fairly, in all material  respects,
                    the financial position of PHAZAR CORP and subsidiaries as of
                    May 31, 2009 and 2008,  and the results of their  operations
                    and their cash flows for the years then ended, in conformity
                    with accounting  principles generally accepted in the United
                    States of America.

                    /s/ Weaver and Tidwell, LLP






                                       17
<PAGE>
                    WEAVER AND TIDWELL, L.L.P.
                    Fort Worth, Texas
                    August 12, 2009

WWW.WEAVERANDTIDWELL.COM
AN INDEPENDENT MEMBER OF
      BAKER TILLY
     INTERNATIONAL

                                   OFFICES IN
                     DALLAS FORT WORTH HOUSTON SAN ANTONIO














































                                       18
<PAGE>
                          PHAZAR CORP AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                              MAY 31, 2009 AND 2008

                                     ASSETS

                                                         2009          2008
                                                    ------------- -------------
CURRENT ASSETS
 Cash and cash equivalents                          $  3,320,647  $  2,446,563
 Accounts receivable:
  Trade, net of allowance for
   doubtful accounts of $1,120
   in 2009, and $2,002 in 2008                           663,499       987,258
 Inventories                                           2,531,816     1,777,335
 Prepaid expenses and other assets                        76,261        47,761
 Income taxes receivable                                 343,145       169,597
 Deferred income taxes                                    74,853        67,697
                                                    ------------  ------------
 Total current assets                                  7,010,221     5,496,211

 Property and equipment, net                           1,140,141       939,084

 Marketable securities                                         -     2,346,840

 Long-term deferred income tax                           116,995       178,739
                                                    ------------  ------------
TOTAL ASSETS                                        $  8,267,357  $  8,960,874
                                                    ============  ============


























See accompanying Notes to the Consolidated Financial Statements

                                       19
<PAGE>
                          PHAZAR CORP AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                              MAY 31, 2009 AND 2008

                      LIABILITIES AND SHAREHOLDERS' EQUITY

                                                         2009          2008
                                                    ------------- -------------
CURRENT LIABILITIES
 Accounts payable                                   $    215,840  $    298,192
 Accrued expenses                                        486,666       462,679
 Deferred revenues                                        16,884       315,654
                                                    ------------  ------------
 Total current liabilities                               719,390     1,076,525

   Total liabilities                                     719,390     1,076,525
                                                    ------------  ------------
COMMITMENTS AND CONTINGENCIES                                  -             -

SHAREHOLDERS' EQUITY

Preferred stock, $1 par, 2,000,000 shares
  authorized, none issued or outstanding,
  attributes to be determined when issued                      -             -
Common stock, $0.01 par, 6,000,000 shares
  authorized 2,371,728 and 2,357,728
  issued and outstanding                                  23,718        23,578
 Additional paid in capital                            3,974,476     3,723,278
 Treasury Stock, at cost, 71,341 shares in 2009         (205,611)            -
 Retained earnings                                     3,755,384     4,337,579
 Accumulated other comprehensive loss, net of tax              -      (200,086)
                                                    ------------  ------------
   Total shareholders' equity                          7,547,967     7,884,349
                                                    ------------  ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          $  8,267,357  $  8,960,874
                                                    ============  ============





















      See accompanying Notes to the Consolidated Financial Statements
                                       20
<PAGE>
                          PHAZAR CORP AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                        YEARS ENDED MAY 31, 2009 AND 2008


                                                         2009          2008
                                                    ------------- -------------
Sales and contract revenues                         $  7,310,281  $  9,247,245
Cost of sales and contracts                            4,910,677     5,866,837
                                                    ------------  ------------
 Gross Profit                                          2,399,604     3,380,408

Sales and administration expenses                      3,649,155     2,676,614
                                                    ------------  ------------
 Operating Profit (loss)                              (1,249,551)      703,794
                                                    ------------  ------------
Other income
   Interest income (net of $5,521 interest expense)      154,691       114,081
   Other income                                           42,076        53,940
                                                    ------------  ------------
Total other income                                       196,767       168,021
                                                    ------------  ------------
Income (loss) from operations before income taxes     (1,052,784)      871,815

Income tax provision (benefit)                          (470,589)      248,911
                                                    ------------  ------------

Net income (loss)                                   $   (582,195) $    622,904
                                                    ============  ============
Basic earnings (loss) per common share              $      (0.25) $       0.27
                                                    ============  ============
Diluted earnings (loss) per common share            $      (0.25) $       0.27
                                                    ============  ============























      See accompanying Notes to the Consolidated Financial Statements
                                       21
<PAGE>
                          PHAZAR CORP AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                        YEARS ENDED MAY 31, 2009 AND 2008
<TABLE>
<S>             <C>        <C>      <C>         <C>            <C>          <C>         <C>
                  Common Stock                   Accumulated
                  ------------      Additional      Other
                  Number             Paid In    Comprehensive   Treasury     Retained
                of Shares  Amount    Capital    Income (loss)    Stock       Earnings      Total
                ---------  -------  ----------  -------------  -----------  ----------  ----------
BALANCE,
MAY 31, 2007    2,308,128  $23,082  $3,417,399  $          -   $        -   $3,714,675  $7,155,156

Stock issued
to Directors       10,600      106      73,175             -            -            -      73,281

Stock based
compensation            -        -      80,988             -            -            -      80,988

Stock options
exercised          39,000      390      77,610             -            -            -      78,000

Tax benefit
for employee
stock options           -        -      74,106             -            -            -      74,106

Temporary
impairment on
available for
sale securities,
net of tax              -        -           -      (200,086)           -            -    (200,086)

Net income(loss)        -        -           -             -            -      622,904     622,904
                ---------  -------  ----------  -------------   ---------   ----------  ----------
BALANCE,
MAY 31, 2008    2,357,728  $23,578  $3,723,278  $   (200,086)   $       -   $4,337,579  $7,884,349
                =========  =======  ==========  ============    =========   ==========  ==========
</TABLE>





















      See accompanying Notes to the Consolidated Financial Statements
                                       22
<PAGE>
                          PHAZAR CORP AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                        YEARS ENDED MAY 31, 2009 AND 2008
<TABLE>
<S>             <C>        <C>      <C>         <C>            <C>          <C>         <C>
                  Common Stock                   Accumulated
                  ------------      Additional      Other
                  Number             Paid In    Comprehensive   Treasury     Retained
                of Shares  Amount    Capital    Income (loss)    Stock       Earnings      Total
                ---------  -------  ----------  -------------  -----------  ----------  ----------
Stock issued to
Directors          14,000      140      57,236             -            -            -      57,376

Stock based
compensation            -        -     193,962             -            -            -     193,962

Stock options
 exercised              -        -           -             -            -            -           -

Tax benefit for
employee stock
options                 -        -           -             -            -            -           -

Reverse temporary
impairment on
available for sale
securities
(net of tax)            -                    -       200,086            -            -     200,086

Purchase of
Treasury Stock          -        -           -             -     (205,611)           -    (205,611)

Net income (loss)                                          -            -     (582,195)   (582,195)
                ---------  -------  ----------  ------------    ---------   ----------  ----------
BALANCE,
MAY 31, 2009    2,371,728  $23,718  $3,974,476  $          -    $(205,611)  $3,755,384  $7,547,967
                =========  =======  ==========  ============    =========   ==========  ==========
</TABLE>





















      See accompanying Notes to the Consolidated Financial Statements
                                       23
<PAGE>
                          PHAZAR CORP AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        YEARS ENDED MAY 31, 2009 AND 2008
                                                         2009          2008
                                                    ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss)                                  $   (582,195) $    622,904
 Adjustments to reconcile net
  income (loss)to net cash provided
  (used) by Operating activities:
    Depreciation                                         115,854       113,682
    Amortization                                               -             -
    Stock based compensation                             251,338       154,269
    Tax benefit for employee stock options               (87,283)      (74,106)
    Deferred federal income tax                          (48,487)      (51,707)
 Changes in operating assets and liabilities:
    Accounts receivable                                  323,759      (653,510)
    Inventory                                           (754,481)      (74,171)
    Income taxes receivable                             (173,548)      133,882
    Prepaid expenses                                     (28,498)       16,370
    Accounts payable                                     (82,352)      169,613
    Accrued expenses                                      23,987       157,531
    Deferred revenue                                    (298,770)      315,654
                                                    ------------  ------------
    Net cash provided(used) by operating activities   (1,340,678)      830,411

CASH FLOWS FROM INVESTING ACTIVITIES:
 Transfer to marketable securities                             -    (2,650,000)

 Redemption of marketable securities                   2,650,000             -
 Purchase of property and equipment                     (316,911)            -
 Purchase of treasury stock                             (205,611)            -
                                                    ------------  ------------
    Net cash provided by(used in)investing activities  2,127,478    (2,650,000)

CASH FLOWS FROM FINANCING ACTIVIITES:
 Proceeds from exercise of stock options                       -        78,000
 Federal income tax benefit-stock options expensed        87,283        74,106
                                                    ------------  ------------
    Net cash provided by financing activities             87,283       152,106

    Net increase(decrease)in cash and cash equivalents   874,084    (1,667,483)
                                                    ------------  ------------
CASH AND CASH EQUIVALENTS, beginning of year           2,446,563     4,114,046
                                                    ------------  ------------
CASH AND CASH EQUIVALENTS, end of year              $  3,320,647  $  2,446,563
                                                    ============  ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
 Cash paid during the period for:
   Interest expense                                 $      5,521  $          -

   Income taxes                                     $          -  $    160,000




      See accompanying Notes to the Consolidated Financial Statements
                                       24
<PAGE>
                                   PHAZAR CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  BUSINESS AND NATURE OF OPERATION

     PHAZAR  CORP   operates  as  a  holding   company  with  Antenna   Products
     Corporation,  Phazar  Antenna Corp.,  Tumche Corp. and Thirco,  Inc. as its
     wholly owned  subsidiaries.  Antenna  Products  Corporation is an operating
     subsidiary that designs, manufactures and markets antenna systems, wireless
     mesh network solutions,  towers, and communication  accessories  worldwide.
     The  United  States  Government,  military  and civil  agencies,  and prime
     contractors represent Antenna Products  Corporation's  principal customers.
     Phazar Antenna Corp. is a separate legal entity that currently  operates as
     a small  division  of Antenna  Products  Corporation.  Thirco  serves as an
     equipment  leasing company to Antenna Products  Corporation.  The Company's
     operations  are  performed  in Texas for  customers  throughout  the United
     States and international markets.

     Following is a schedule of the  Company's  sales to major  customers at May
     31, as a percentage of total sales:

                                                   2009         2008
                                                   ----         ----
        United States Government                    13%          24%
        Halliburton Energy                           9%            -
        NextG Networks                               9%            -
        Paige Iberica, Spain                          -          12%
        General Dynamics                              -           9%

     At May 31, 2009, and 2008, trade receivables from four customers  comprised
     approximately 51% and 50%, respectively, of the trade receivable balance at
     those dates.

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Principles of Consolidation

     The consolidated  financial  statements include the accounts of the Company
     and  its   subsidiaries.   All   significant   intercompany   balances  and
     transactions are eliminated in consolidation.

  Revenue Recognition

     Revenue  from  short-term  contracts  calling  for  delivery of products is
     recognized  as the  product is shipped.  Revenue  and costs  under  certain
     long-term  fixed price  contracts  with the United  States  Government  are
     recognized  on the units of  delivery  method.  This method  recognizes  as
     revenue the contract  price of units of the product  delivered  during each
     period and the costs allocable to the delivered units as the cost of earned
     revenue.  Costs allocable to undelivered  units are reported in the balance
     sheet as  inventory.  Amounts in excess of agreed upon  contract  price for
     customer directed changes,  constructive changes,  customer delays or other
     causes of additional  contract costs are recognized in contract value if it
     is probable that a claim for such amounts will result in additional revenue
     and the amounts can be reasonably  estimated.  Revisions in cost and profit
     estimates  are  reflected  in the period in which the facts  requiring  the

                                       25
<PAGE>
                                   PHAZAR CORP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

     revision  become known and are estimable.  Losses on contracts are recorded
     when identified.

  Foreign Sales

     Antenna Products Corporation's sales in international markets are primarily
     to foreign  governments or prime contractors to foreign governments and, as
     such,  represent a small  percentage of the overall  Company annual volume.
     Phazar  Antenna  Corp.  has sales in  international  markets to  commercial
     customers.  The  level of  profits  from the  commitment  of assets to this
     portion of the  business is no greater or no less than that of other market
     segments.  International  sales  for 2009 and 2008 were  13.6%  and  26.5%,
     respectively,  of total sales. Foreign countries with sales greater than 5%
     of total sales for both fiscal years 2009 and 2008, are as follows:

                                                            2009       2008
                                                         ---------  ---------
                                    Canada                  5.6%      11.9%
                                    Spain                     -       12.2%

  Inventories

     Inventories are valued at the lower of cost or market, with cost determined
     on the  first-in,  first-out  basis.  Market  is  replacement  cost  or net
     realizable  value.  Work in progress and finished  goods include  material,
     labor and overhead.

  Property and Equipment

     Property  and  equipment  are  recorded  at  cost  and  depreciated  by the
     straight-line  method over the  expected  useful  lives of the assets.  The
     estimated  useful  lives  are:  building  and  improvement  - 15-30  years;
     machinery and equipment - 10 years;  automobiles  and equipment - 10 years;
     and  office  furniture  and  fixtures - 10 years.  Expenditures  for normal
     maintenance and repairs are charged to income, and significant improvements
     are  capitalized.  The cost of assets  sold or  abandoned  and the  related
     accumulated  depreciation  are  eliminated  from the  accounts  and the net
     amount, less proceeds from disposal, is charged or credited to income.

  Impairment of Long-Lived Assets and Identifiable Intangible Assets

     We periodically evaluate the carrying value of long-lived assets, including
     identifiable   intangible  assets,  to  be  held  and  used  for  potential
     impairment.  The carrying value of long-lived assets to be held and used is
     considered  impaired  when the carrying  value is not  recoverable  through
     undiscounted future cash flows and the fair value of the asset is less than
     its  carrying  value.   Fair  value  is  determined   primarily  using  the
     anticipated  cash flows  discounted at a rate  commensurate  with the risks
     involved.



                                       26
<PAGE>
                                   PHAZAR CORP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

  Use of Estimates and Assumptions

     Management  uses  estimates  and  assumptions  in  preparing   consolidated
     financial  statements in accordance with U.S. generally accepted accounting
     principles.  Those estimates and assumptions affect the reported amounts of
     assets  and   liabilities,   the   disclosure  of  contingent   assets  and
     liabilities,  and the reported revenues and expenses.  Actual results could
     vary from the estimates that were used.

  Income Taxes

     The Company  accounts for income  taxes  pursuant to Statement of Financial
     Accounting  Standards  No. 109,  "Accounting  for Income  Taxes" (SFAS 109)
     which utilizes the asset and liability method of computing  deferred income
     taxes.  The  objective  of the asset and  liability  method is to establish
     deferred tax assets and liabilities for the temporary  differences  between
     the financial reporting basis and the tax basis of the Company's assets and
     liabilities at enacted tax rates expected to be in effect when such amounts
     are  realized  or  settled.  The  current and  deferred  tax  provision  is
     allocated  among the  members  of the  consolidated  group on the  separate
     income tax return basis.

  Research and Development Costs

     Research and development  costs are charged to operations when incurred and
     are included in operating expenses. The amounts charged for the years ended
     May  31,  2009,  and  2008,  were  approximately   $919,683  and  $563,160,
     respectively.

  Cash and Cash Equivalents

     For purposes of reporting  cash flows,  cash and cash  equivalents  include
     cash and  certificates of deposit with original or remaining  maturities at
     the time of purchase of three months or less.

  Warranties

     The Company provides for the estimated cost of product  warranties.  Actual
     costs as incurred are charged directly to cost of sales and the adequacy of
     the liability is assessed on a quarterly basis.

  Other Comprehensive Income (Loss)

     Other  comprehensive  income (loss) is defined as the change in equity of a
     business  enterprise during a period from transactions and other events and
     circumstances from non-owner sources.  Comprehensive income consists of net
     income (loss), net holding gains (losses) on investments,  net unrecognized
     loss on  pensions,  deferred  gains  (losses)  from  derivatives  and gains
     (losses) from foreign currency translation.  All transactions are shown net
     of tax.


                                       27
<PAGE>
                                   PHAZAR CORP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

  Stock-based Employee Compensation

     On June 1, 2006,  the Company  adopted  Statement of  Financial  Accounting
     Standard No. 123R ,  Share-Based  Payment  ("SFAS 123R") which required all
     share  based  payments to  employees,  including  grants of employee  stock
     options,  to be recognized  in the  statement of operations  based on their
     fair values at the time of the grant.  The company  uses the  Black-Scholes
     Model option  pricing  model to determine  the fair value of stock  options
     granted to employees.  Stock based compensation  recognized in fiscal years
     ended 2009 and 2008 were $251,338 and $154,269, respectively.

     The income tax  benefit  related to  stock-based  compensation  expense was
     $87,283 and $74,106 for the years ended May 31, 2009 and 2008 respectively.
     In accordance with SFAS 123R, the Company has presented excess tax benefits
     from  the  exercise  of  stock-based  compensation  awards  as a  financing
     activity in the consolidated statement of cash flows.

  Shares, Per Share Data, Earnings Per Share, and Stock Split, and  Common Stock
  Par Value

     Earnings  per share are  computed  by  dividing  net  income  (loss) by the
     weighted  average  number of common  shares  outstanding  during  the year.
     Weighted  average shares  outstanding  were 2,358,101 and 2,340,338 for the
     years ended May 31, 2009, and 2008, respectively.

  Dilutive effect of stock options outstanding for the years ended  May 31, 2009
  and 2008, are computed as follows:

                                                           2009        2008
                                                      ------------ ------------
       Numerator:
           Net income (loss)                          $  (582,195) $   622,904
                                                      -----------  -----------
           Numerator for basic and
            diluted earnings per share                $  (582,195) $   622,904
                                                      -----------  -----------
  Denominator:
       Weighted-average shares outstanding-basic         2,358,101   2,340,338
       Effect of dilutive securities:
             Stock options                                       -       5,292
                                                         ---------   ---------

       Denominator for diluted earnings per share-
       Weighted-average shares                           2,358,101   2,345,630
                                                         ---------   ---------
             Basic earnings (loss) per share             $   (0.25)  $    0.27
                                                         =========   =========
             Diluted earnings (loss) per share           $   (0.25)  $    0.27
                                                         =========   =========



                                       28
<PAGE>
                                   PHAZAR CORP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

  Deferred Revenue

     Payments  which are  received in advance of the  completion  of the related
     phase of a contract are recorded as deferred revenue when received. Revenue
     is  recognized  when earned based on cost  incurred to date plus  estimated
     profit margin in relation to the total estimated cost plus profit margin on
     the entire project.  Estimated  losses will be recognized in their entirety
     when they become  apparent.  Deferred revenue recorded at each of the years
     ended May 31, 2009 and 2008 is $16,884 and $315,654, respectively.

  Shipping and Handling Costs

     The Company  includes all shipping and handling costs together with cost of
     sales on the accompanying statements of operations.

  New Accounting Pronouncements

     In March 2008, the FASB issued SFAS No. 161,  Disclosures  about Derivative
     Instruments  and Hedging  Activities - an amendment of FASB  Statement  No.
     133.  SFAS  161  changes  the   disclosure   requirements   for  derivative
     instruments  and  hedging  activities.  The  provisions  of  SFAS  161  are
     effective  for  financial  statements  issued for fiscal  years and interim
     periods  beginning  after  November 15, 2008. The adoption of this standard
     had no impact on the Company's consolidated financial statements.

     In May 2008,  the FASB issued  SFAS No. 162,  The  Hierarchy  of  Generally
     Accepted  Accounting  Principles.   SFAS  162  identifies  the  sources  of
     accounting  principles and the framework for selecting the principles  used
     in the preparation of financial statements of nongovernmental entities that
     are presented in conformity with generally accepted accounting  principles.
     Statement  162 became  effective  November 15,  2008.  The adoption of this
     statement  did not have a  material  effect on the  Company's  consolidated
     financial statements.

     In May  2008,  the FASB  issued  SFAS No.  163,  Accounting  for  Financial
     Guarantee Insurance Contracts - an interpretation of FASB Statement No. 60.
     This  statement  interprets  FASB  Statement  No.  60 and  amends  existing
     accounting  pronouncements  to clarify their  application  to the financial
     guarantee  insurance contracts included within the scope of this Statement.
     This  Statement is effective  for  financial  statements  issued for fiscal
     years  beginning  after December 15, 2008,  and all interim  periods within
     those fiscal years.  The adoption of this  statement did not have an impact
     on the Company's consolidated financial statements.

     In April,  2009,  the FASB issued SFAS No.  164,  Not-for-Profit  Entities:
     Mergers and  Acquisitions  - Including an amendment of FASB  Statement  No.
     142. The objective of this Statement is to improve the  information  that a
     not-for-profit entity provides in its financial reports about a combination
     with one or more other not-for-profit  entities,  businesses,  or nonprofit
     activities.  This Statement is effective for mergers and  acquisitions  for


                                       29
<PAGE>
                                   PHAZAR CORP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

     which the  merger  is on or after the  beginning  of an  initial  reporting
     period  beginning  on or after  December  15,  2009.  The  adoption of this
     statement will not have an impact on the Company's  consolidated  financial
     statement

     In May,  2009,  the  FASB  issued  SFAS No.  165,  Subsequent  Events.  The
     objective of this Statement is to establish general standards of accounting
     for and  disclosure  of events that occur after the balance  sheet date but
     before  financial  statements are issued or are available to be issued.  An
     entity should apply the requirements to interim or annual financial periods
     ending after June 15, 2009. The adoption of this statement will not have an
     impact on the Company's consolidated financial statements.

     In June,  2009,  the FASB issued SFAS No. 166,  Accounting for Transfers of
     Financial Assets and No. 167,  Amendments to FASB  Interpretation No 46(R),
     which   change  the  way   entities   account   for   securitizations   and
     special-purpose  entities.  The  effective  date is for  balance  sheets of
     financial  institutions  beginning  in 2010.  When  adopted by the Company,
     neither  statement  will  have  an  impact  on the  Company's  consolidated
     financial statements.

     In February,  2007, the FASB issued SFAS No. 159, The Fair Value Option for
     Financial  Assets and Liabilities  including an amendment of FASB statement
     No. 115.  This  statement  permits all  entities  to choose,  at  specified
     elections dates, to measure eligible items at fair value. This statement is
     effective as the first fiscal year that begins after November 15, 2007. The
     Company  adopted this  standard as required and adoption of this  statement
     did not have a material effect of the Company's financial statements.

     In December, 2007, the FASB issued SFAS No. 141R, Business Combination. The
     revised  statement  improves  on the  information  provided  by a reporting
     entity about a business combination and its effects. This statement applies
     prospectively to business  combination for which the acquisition date is on
     or after the beginning of the first annual reporting period beginning on or
     after December 15, 2008.

NOTE 3.  INVENTORIES

  The major components of inventories are as follows:

                                                       2009           2008
                                                  -------------  -------------
             Raw materials                        $    935,803   $    691,096
             Work in process                           985,983        778,633
             Finished goods                            610,030        307,606
                                                  ------------   ------------
             Total inventories                    $  2,531,816   $  1,777,335
                                                  ============   ============




                                       30
<PAGE>
                                   PHAZAR CORP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

NOTE 3.  INVENTORIES - continued

     Certain allocable overhead costs such as depreciation,  insurance, property
     taxes and  utilities  are  included  in  inventory  based upon  percentages
     developed by the Company.  The aggregate  amount of these costs included in
     inventory  as of May  31,  2009  and  2008,  were  $856,854  and  $589,411,
     respectively.

     All of the above stated inventories are that of the operating subsidiaries,
     Antenna Products Corporation and Phazar Antenna Corp. No other subsidiaries
     carry inventory.

NOTE 4.  PROPERTY AND EQUIPMENT

  The following is a summary of the Company's property and equipment at May 31:

                                    Estimated
                                    Useful Life      2009           2008
                                    -----------  -------------  -------------
      Land                                       $    375,136   $    375,136
      Buildings and improvements    15-30 years     1,873,217      1,873,217
      Machinery and equipment          10 years     3,559,096      3,359,626
      Automobiles and equipment        10 years       147,220        106,898

      Office furniture and fixtures    10 years       435,210        435,210
                                                 ------------   ------------
                                                    6,389,879      6,150,087
      Less accumulated depreciation                (5,249,738)    (5,211,003)
                                                 ------------   ------------
      Net property and equipment                 $  1,140,141   $    939,084
                                                 ============   ============

NOTE 5.  INTANGIBLE ASSETS
                                                      2009          2008
                                                 ------------   ------------
      Included in intangible assets
       at May 31 are the following:
         Noncompete agreements
           (Phazar Antenna Corp.)                $    60,000    $    60,000
         Patents, copyrights and other
           intellectual property
           (Phazar Antenna Corp.)                    389,593        389,593
                                                 -----------    -----------
                                                     449,593        449,593
               Accumulated amortization             (449,593)      (449,593)
                                                 -----------    -----------
                                                 $         -    $         -
                                                 ===========    ===========

     Patents, copyrights and other intellectual property were being amortized on
     the   straight-line   basis  over  a  weighted  average  five-year  period.
     Non-compete agreements were being amortized on the straight-line basis over
     weighted average three and one third year contractual basis.

                                       31
<PAGE>
                                   PHAZAR CORP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

NOTE 6.  NOTES PAYABLE

     At May 31, 2009, and 2008 there are no outstanding notes payable or current
     debt. The Company's  operating  subsidiary has a $2,000,000  revolving note
     facility  with a bank  collateralized  by the  subsidiary's  inventory  and
     accounts with PHAZAR CORP,  the parent  company,  signing as the guarantor.
     The amount  available under the revolving note facility at May 31, 2009 was
     $2,000,000.

     Interest is payable monthly at the prime rate (3.25% at May 31, 2009 and 5%
     at May 31,  2008)  until  October 2, 2009,  when any unpaid  principal  and
     interest  shall be due.  Under the  agreement,  the Company must maintain a
     minimum working capital of $2,500,000, tangible net worth of $4,000,000 and
     debt service ratio of 1.25 and a maximum debt worth no greater than .5:1.

NOTE 7.  LONG-TERM DEBT

     At May 31, 2009 and 2008, PHAZAR CORP had no long-term debt.

NOTE 8.  INCOME TAXES

     Components of the provision
       for income taxes were as follows:                2009           2008
                                                   -------------  -------------
     Federal income taxes computed at
       statutory rate                              $   (357,946)  $    294,708

     Permanent differences
        Tax exempt interest income                      (36,099)             -
        Other                                             2,621              -

     Other reconciling items
        R&D credit refunds                              (38,407)             -
        Non-deductible expenses and other               (40,758)       (45,797)
                                                   ------------   ------------

        Total                                      $   (470,589)  $    248,911
                                                   ============   ============

     Current federal income taxes                      (343,145)       300,618

     Deferred federal income taxes                      (48,279)       (51,707)

     Other                                              (40,758)             -
     R&D credit refunds                                 (38,407)             -
                                                   ------------   ------------
     Total tax expense (benefit)                   $   (470,589)  $    248,911
                                                   ============   ============






                                       32
<PAGE>
                                   PHAZAR CORP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

NOTE 8.  INCOME TAXES - continued

     The components of the deferred tax assets
     and liabilities are as follows:                   2009           2008
                                                   ------------   ------------
     Deferred tax assets:
      Accounts receivable, due to allowance for
        doubtful accounts                          $       381    $       681
      Accrued expenses, due to warranty accrual         47,159         41,608
      Accrued expenses, due to vacation and
        compensation accrual                            44,310         25,408
      Intangible assets, due to difference in
        amortization                                    60,462         68,871
      Compensation, stock options vested               119,423         53,476
      Investments, due to impairment for
        book purposes                                        -        103,072
                                                   -----------    -----------
     Total deferred tax assets                     $   271,735    $   293,116

     Deferred tax liabilities:
      Property and equipment, principally due
        to depreciation
      Difference                                   $   (79,887)   $   (46,680)
      Other, net                                            -               -

     Total deferred tax liabilities                $   (79,887)   $   (46,680)

     Deferred income tax assets, net of
       deferred tax liabilities                    $   191,848    $   246,436
                                                   ===========    ===========

     The net deferred tax assets are classified
     on the balance sheet as follows:

      Current deferred tax assets                  $    74,853    $    67,697
      Non-current deferred tax assets, net             116,995        178,739
                                                   -----------    -----------
      Net deferred tax assets                      $   191,848    $   246,436
                                                   ===========    ===========

     There  are no  uncertain  tax  positions  expected  to be taken on the 2008
     federal or state income tax returns to be filed,  and no liability has been
     recorded  for any prior  years  that are still  subject to  examination  by
     federal  or  state  taxing   jurisdictions.   Accordingly,   no  additional
     disclosures have been made on the current  financial  statements  regarding
     FIN 48.

     As  Company  policy,   accrued   interest  or  penalties   associated  with
     unrecognized  tax benefits  will be recorded as income tax  expense.  Since
     there is no applicable  FIN 48 liability for 2008, no interest or penalties
     are included in the Consolidated Statement of Operations.



                                       33
<PAGE>
                                   PHAZAR CORP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

NOTE 8.  INCOME TAXES - continued

     The Company and its  subsidiaries  file a consolidated  federal tax return.
     The 2005-2008  federal tax returns are currently  open under the statute of
     limitations.  State income tax returns are generally  open for  examination
     for a period of 3-5 years after the filing of the  respective  return.  The
     Company and its  subsidiaries  have no federal or state  returns  currently
     under examination, appeals or litigation.

     The  Company  has adopted an employee  profit  sharing  plan under  Section
     401(k) of the Internal  Revenue Code.  All employees  with a minimum of one
     year of  employment  are  eligible to  participate.  The Company will match
     employee  contributions for an amount up to 3% of each employee's salary if
     certain earnings  requirements are met.  Contributions  are invested at the
     direction of the employee in one or more funds. Company  contributions vest
     after  three  years of service.  Company  contributions  amounted to $0 and
     $73,874 for the years ended May 31, 2009 and 2008, respectively.

NOTE 9.  COMMITMENTS AND CONTINGENCIES

  Concentration of Credit Risk

     The Company  deposits  its cash  primarily in deposit  accounts  with major
     banks.  Certain cash  deposits may  occasionally  be in excess of federally
     insured limits. The Company has not incurred losses related to its cash.

     The  Company  sells  many of its  products  to the  U.S.  Government,  both
     military and civil agencies,  and prime  contractors.  Although the Company
     might be  directly  affected  by the well  being of the  defense  industry,
     management does not believe significant credit risk exists at May 31, 2009.

     Ongoing credit evaluations of customer's  financial condition are performed
     and, generally,  no collateral is required.  The Company maintains reserves
     for potential credit losses and such losses have not exceeded  management's
     expectations.

  Fair Value of Financial Instruments

     The  following   disclosure  of  the  estimated  fair  value  of  financial
     instruments is made in accordance  with the  requirements  of SFAS No. 157,
     Fair  Value  Measurements.  The  estimated  fair  value  amounts  have been
     determined  by  the  Company,   using  available  market   information  and
     appropriate valuation methodologies.

     The fair value of financial  instruments  classified  as current  assets or
     liabilities  including cash and cash equivalents,  receivables and accounts
     payable  approximate  carrying value due to the short-term  maturity of the
     instruments.

  Legal Proceedings

     On June 26,  2008,  the  Company  filed an  arbitration  claim  against UBS


                                       34
<PAGE>
                                   PHAZAR CORP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

NOTE 9.  COMMITMENTS AND CONTINGENCIES - continued

     Financial Services, Inc. with FINRA Dispute Resolution relating to the sale
     of  auction  rate  certificates  issued  by  the  Massachusetts   Education
     Financing Authority and filed a related injunctive action in district court
     in Tarrant County, Texas. On October 16, 2008, the Massachusetts  Education
     Financing   Authority   redeemed  all   $2,650,000   of  the  auction  rate
     certificates  owned by the Company and paid accrued  interest.  The Company
     then dismissed the injunctive action but continued pursuing its arbitration
     claim.  On March 30, 2009,  a FINRA arbitration panel entered an award that
     the Company  takes nothing from UBS Financial Services, Inc.  and  required
     the parties to split hearing costs.

     On August 15,  2008,  Janet  McCollum,  as personal  representative  of the
     Estate of Richard Alan Catoe,  deceased,  filed a wrongful death  complaint
     against the University of West Florida,  Diamond  Enterprise,  Inc.,  North
     Safety  Products,  L.L.C.  a/k/a North  Safety  Products,  Inc. and Antenna
     Products  Corporation  (the "Lawsuit") in Circuit Court in Escambia County,
     Florida,.  Antenna  Products  Corporation is PHAZAR CORP's wholly owned and
     principal operating subsidiary.

     The lawsuit  alleges that the deceased  fell to his death while  climbing a
     ladder  inside a water tower on the  University  of West Florida  campus to
     install  antennas.  The lawsuit further alleges that while the deceased was
     descending  the  ladder,  he wore an Antenna  Products  Corporation  safety
     sleeve  affixed to a safety rail  manufactured  by  defendant  North Safety
     Products  that was  attached  to the ladder and that the safety  sleeve and
     rail were  allegedly  defective  and failed to prevent  the  deceased  from
     falling,  thus causing his death.  Plaintiff  seeks recovery of unspecified
     amounts from all the defendants.  Antenna Products  Corporation  denies any
     liability to plaintiff and  anticipates  being  dismissed from the lawsuit.
     However,  if we were found to be responsible or liable, we would not expect
     such costs to be material to the Company.

  Product Warranties

     PHAZAR  CORP's  management  estimates  accrued  warranty  expense  based on
     warranty  work  received but not  performed  and on analysis of  historical
     trends including actual expense as a percent of sales.

     Changes in accrued  warranty  liability  for the years ended May 31, are as
     follows:

                                                          2009         2008
                                                      ------------ ------------
              Beginning balance                       $   122,376  $    68,376
              Cost incurred for rework                   (145,708)    (150,652)
              Accrual for current year estimate           138,702      122,376
              Change in accrued estimate                   23,332       82,276
                                                      -----------  -----------
              Ending balance                          $   138,702  $   122,376
                                                      ===========  ===========


                                       35
<PAGE>
                                   PHAZAR CORP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

NOTE 9.  COMMITMENTS AND CONTINGENCIES - continued

The  accrual for  warranty  reserve  for 2008 was  increased  for the recall and
modification of a safety sleeve product.

NOTE 10. STOCK OPTIONS

     In 2000,  the board  approved  options to purchase  75,000 shares of common
     stock at $2.00 per share to an employee  of the Company all were  exercised
     before the options expiration date of November 20, 2007.

     In 2006,  the Board  approved  options to purchase  50,000 shares of common
     stock at $9.22 per share to an  employee  of the  Company.  The options are
     exercisable  pro-rata  over  a five  year  period.  No  options  have  been
     exercised. The options expire between May 29, 2012 and May 29, 2016, or the
     earlier of the employee's last day of employment.

     In 2008,  the Board  approved  options to purchase  30,000 shares of common
     stock at $5.70 per share to an  employee  of the  Company.  The options are
     exercisable at a rate of 6,000 shares per year over a five year period.  No
     options have been exercised.  The options expire between March 23, 2014 and
     March 23, 2019, or the earlier of the employee's last day of employment.

     On August 12,  2008,  the Board of Directors  approved  options to purchase
     36,400  shares of common  stock at $5.06 per share to certain  employees of
     the  Company.  The  options  were  broken  out into two  groups,  the first
     consisted of 16,400  options that were granted  fully vested and the second
     group of 20,000 options are exercisable  pro-rata over a three year period.
     The options  expire  between  August 12, 2013 and August 12,  2016,  or the
     earlier of the employee's last day of employment.

     On September 15, 2008,  PHAZAR CORP announced the appointment of Garland P.
     Asher as Chairman,  President and Chief Executive  Officer for the Company,
     effective  September  9, 2008.  Mr.  Asher was granted  options to purchase
     160,000  shares of common  stock of the Company  under the  Company's  2006
     Incentive  Stock Option Plan at an exercise  price of $4.12 per share.  The
     options  shall  vest and become  exercisable  contingent  upon the  Company
     achieving certain sales and pretax income levels over a six year period.

     A summary of the status of the Company's  outstanding  stock options issued
     under  separate  employment  agreements as of May 31, 2009 and May 31, 2008
     and changes for the years then ended are as follows:












                                       36
<PAGE>
                                   PHAZAR CORP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

NOTE 10.   STOCK OPTIONS - continued
                                                Outstanding Options
                                           ------------------------------
                                                              Weighted
                                                              Average
                                               Number         Exercise
                                             of Options       Price
                                           -------------    -------------
         Outstanding at May 31, 2007             89,000            6.06

                        Granted                  30,000            5.70
                        Exercised               (39,000)           2.00
                        Forfeited                     -
                                           ------------     -----------
         Outstanding at May 31, 2008             80,000            7.90
                        Granted                 196,400            4.29
                        Exercised                     -               -
                        Forfeited               (10,000)           5.06
                                           ------------     -----------
         Outstanding at May 31, 2009            266,400            5.34
                                           ============     ===========

                                                      May 31,
                                               2009             2008
                                           ------------     ------------
         Number of options vested                52,400           20,000
         Weighted average remaining
           contract life - years                   5.48             6.75

         Number of options exercisable           52,400           20,000

     In October  2006, a majority of the PHAZAR CORP  shareholders  approved the
     2006 Incentive  Stock Option Plan (the "Plan").  Options for 250,000 shares
     of common  stock are  authorized  under this plan.  Options  granted may be
     either  Incentive  Stock Options or  Non-Statutory  Stock  Options,  at the
     discretion of the Board.  There have been 216,400  options  granted (net of
     forfeitures) under this plan as of May 31, 2009.

     The following table details  stock-based  compensation  expense included in
     the statement of operations for the years ended May 31, 2009 and 2008.

                                                          For the year ended
                                                               May 31,
                                                  --------------------------
                                                      2009           2008
         Selling, general and administrative
            expense                               $   193,962     $    80,988
         FIT Provision                                (65,947)        (27,535)
                                                  -----------     -----------
            Impact on net income (loss)           $   128,015     $    53,453
                                                  ===========     ===========
            Impact on net income per share -
               Basic and diluted EPS              $      0.05     $      0.02
                                                  ===========     ===========

                                       37
<PAGE>
                                   PHAZAR CORP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

NOTE 11. INVESTMENTS IN AUCTION -RATE SECURITIES

     As of May 31,  2008 the Company  held  auction-rate  securities  with a par
     value of $2,650,000. The securities were backed by student loans covered by
     bond insurance and were rated AA3 by Moody's as of August 31, 2008.

     On October 20 and 22, 2008,  the Company  announced  that all $2,650,000 of
     its  auction  rate  securities  had  been  redeemed  at the  par  value  of
     $2,650,000 plus accrued interest by the issuer, the Massachusetts Education
     Financing Authority. As of May 31, 2009, the Company has no monies invested
     in auction rate securities.

NOTE 12. FAIR VALUE MEASUREMENT

     As discussed in NOTE 2, SFAS No. 157 became  effective  for  measuring  and
     reporting  financial assets and liabilities in our financial  statements as
     of the first quarter of fiscal year 2009.

     SFAS  No.  157  established  a  three-tiered   fair  value  hierarchy  that
     prioritizes inputs to valuation techniques used in fair value calculations.
     The three levels of inputs are defined as follows:

     Level  1  -  Unadjusted  quoted  market  prices  for  identical  assets  or
     liabilities in active markets that the Company has the ability to access.

     Level 2 - Quoted  prices  for  similar  assets  or  liabilities  in  active
     markets;  quoted prices for identical or similar  assets or  liabilities in
     inactive  markets;  or  valuations  based on models  where the  significant
     inputs are observable or can be corroborated by observable market data.

     Level 3 -  Valuations  based on models  where  significant  inputs  are not
     observable.  The unobservable  inputs reflect the Company's own assumptions
     about the assumptions that market participants would use.

     Items measured at fair value on a recurring basis:
                                   Level 1     Level 2    Level 3      Total

     Long-term investments
         Auction Rate Securities   $     -     $     -    $     -      $     -
                                   =======     =======    =======      =======

     Changes in fair value during the period                     Level 2

     Balance, May 31, 2008                                     $ 2,346,840
     Plus  unrealized  loss -  included  in  other
     comprehensive income                                          303,160
                                                               -----------
                                                               $ 2,650,000
     Redemption of securities                                   (2,650,000)
                                                               -----------
     Balance May 31, 2009                                                -
                                                               -----------


                                       38
<PAGE>
                                   PHAZAR CORP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

NOTE 12. FAIR VALUE MEASUREMENT - continued

     All of our  financial  assets  measured  at fair value were  classified  as
     available-for-sale   securities.   Adjustments   to  fair  value  of  these
     investments  were  recorded as an increase or  decrease,  net of taxes,  in
     accumulated other  comprehensive  income except where losses are considered
     to be other-than-temporary,  in which case the losses are recorded in other
     income (expense) net.

                                    PART III

Item 9.  Changes In  and  Disagreements  with  Accountants  on  Accounting   and
         Financial Disclosure.

None.

Item 9A. Controls and Procedures

Management's Evaluation of Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal
control over financial  reporting,  as such term is defined in Rule 13a-15(f) of
the  Exchange  Act.  This  system is designed  to provide  reasonable  assurance
regarding the  reliability  of financial  reporting and the  preparation  of the
consolidated  financial  statements  for external  purposes in  accordance  with
generally accepted  accounting  principles.  Our internal control over financial
reporting  includes  those  policies  and  procedures  that:  (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect
our transactions and disposition of our assets; (2) provide reasonable assurance
that   transactions   are  recorded  as  necessary  to  permit   preparation  of
consolidated   financial   statements  in  accordance  with  generally  accepted
accounting  principles,  and that our receipts and  expenditures  are being made
only in accordance with authorizations of our management and directors;  and (3)
provide  reasonable  assurance  regarding  prevention  or  timely  detection  of
unauthorized  acquisition,  use or  disposition  of our assets that could have a
material effect on the consolidated financial statements.

Because of its inherent  limitations,  internal control over financial reporting
may not  prevent  or detect  misstatements.  Projections  of any  evaluation  of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may  deteriorate.  All internal control systems,
no matter how well designed,  have inherent limitations.  Therefore,  even those
systems  determined to be effective can provide only  reasonable  assurance with
respect  to  financial  statement  preparation  and  presentation.  The scope of
management's  assessment of the effectiveness of internal control over financial
reporting includes all of our Company's subsidiaries.

The Company's Chief Executive  Officer and Chief Financial Officer evaluated the
Company's disclosure controls and procedures as of May 31, 2009. In making their
assessment,  the Company's Chief Executive  Officer and Chief Financial  Officer
were guided by the releases  issued by the SEC and to the extent  applicable was


                                       39
<PAGE>
based upon the framework in Internal  Control - Integrated  Framework  issued by
the  Committee  of  Sponsoring  Organizations  of the Treadway  Commission.  The
Company's  Chief Executive  Officer and Chief  Financial  Officer have concluded
that the Company's  disclosure  controls and procedures were effective as of May
31, 2009.  The Company has had no change during the quarter  ending May 31, 2009
that has materially affected,  or is reasonably likely to materially affect, the
Company's internal control over financial reporting.

This Annual  Report on Form 10-K does not include an  attestation  report of the
Company's  independent  registered  public  accounting  firm regarding  internal
control  over  financial  reporting.  Management's  report  was not  subject  to
attestation  by the Company's  independent  registered  public  accounting  firm
pursuant to  temporary  rules of the  Securities  and Exchange  Commission  that
permit the Company to provide only management's report in this annual report.

Item 9B. Other Information

Effective  May 31, 2009,  Mr. Clark D. Wraight  resigned as a Director of PHAZAR
CORP and all officer positions per the Form 8-K filed May 13, 2009.

Previously,  on  December  16,  2008,  NASDAQ  gave  notice  to the  Company  of
non-compliance  with listing  standards due to lacking a majority of independent
directors and provided until October 14, 2009 to return to compliance.  With Mr.
Wraight's  resignation  as a  director,  the  Company  now  has  a  majority  of
independent directors and has obtained compliance with the number of independent
directors listing standard.

Item 10. Directors, Executive Officers and Corporate Governance.

The  information  required by this item with regard to executive  officers is as
follows:

Name              Age   Principal Occupation                        Since
----              ---   --------------------                        -----

Garland Asher     64    President, and Chief Executive Officer,
                        PHAZAR CORP Past Director and Chairman
                        of Audit Committee, Universal Power Group,
                        Inc.; Past Member, City of Fort Worth Audit
                        Committee; Past President and COO,
                        Integration Concepts, Inc.                  October 2007

Deborah A. Inzer  58    Vice President, Chief Financial Officer,
                        PHAZAR CORP; Treasurer, Antenna Products
                        Corp., Phazar Antenna Corp., Tumche Corp.,
                        and Thirco, Inc.                            March 2008

Mr. Asher has served as President and Chief Executive  Officer since  September,
2008.  Mr.  Asher  served as Director  and  Chairman of the Audit  Committee  of
Universal  Power Group,  Inc., a power equipment and battery  distributor  since
December, 2006. Mr. Asher has served as a member of the City of Fort Worth Audit
Committee  since 2006.  Mr.  Asher served as  President  and COO of  Integration
Concepts,  Inc., a healthcare software company, from September 1999 through June
2004. Since then he has been involved in personal investment activities.



                                       40
<PAGE>
Ms. Inzer served as Controller of Shared Technologies, Inc. a telecommunications
company  from  January,  2005 until  March,  2008.  Ms. Inzer has served as Vice
President,  Accounting and  Controller at Dave & Buster's in Dallas,  Texas from
1999 to 2005 and Senior  Vice  President,  Accounting  at AmBrit  Energy Corp in
Dallas, Texas from 1989 to 1999.

Information  regarding  directors  of the  Company  required  by  this  Item  is
incorporated  by reference to the section  entitled  "Election of Directors" set
forth in the Proxy Statement for our 2009 Annual Meeting of Shareholders.

The  information  regarding  compliance and the evaluation of late filings under
Section  16(a) of the  Exchange  Act  required by this Item is  incorporated  by
reference to the section entitled "Section 16(a) Beneficial  Ownership Reporting
Compliance"  set forth in the Proxy  Statement  for our 2009  Annual  Meeting of
Shareholders.

Information  regarding our audit committee  financial experts and code of ethics
and business  conduct  required by this item is incorporated by reference to the
section entitled  "Matters  Relating to Corporate  Governance,  Board Structure,
Director  Compensation  and Stock  Ownership" set for in the Proxy Statement for
our 2009 Annual Meeting of Shareholders.

The Company has  adopted a Code of Business  Conduct and Ethics that  applies to
all of its directors,  officers and employees.  The Code of Business Conduct and
Ethics is on the  Company's  website  at  www.phazarcorp.com  under the  caption
"Corporate Governance"

Item 11. Executive Compensation.

The information required by this Item is incorporated herein by reference to the
section entitled  "Executive  Compensation"  and the section  entitled  "Matters
Relating to Corporate  Governance,  Board Structure,  Director  Compensation and
Stock  Ownership - Fees Paid to Directors" set forth in our Proxy  Statement for
our 2009 Annual Meeting of Shareholders

Item 12. Security  Ownership  of  Certain  Beneficial  Owners and Management and
         Related Stockholder Matters

The information required by this Item is incorporated herein by reference to the
section  entitled  "Executive  Compensation"  and the section  entitle  "Matters
Relating to Corporate  Governance,  Board Structure,  Director  Compensation and
Stock  Ownership  - Security  Ownership  of  Management"  set forth in the Proxy
Statement for our 2009 Annual Meeting of Shareholders.

The  following  table  provides a summary  of  information  as of May 31,  2009,
relating  to our  equity  compensation  plans  in  which  our  Common  Stock  is
authorized for issuance.










                                       41
<PAGE>
Equity Compensation Plan Information:

                                    (a)            (b)             (c)

                                Number of        Weighted   Number of securities
                                securities       average    remaining available
                               to be issued      exercise   for future issuance
                              upon exercise      price of      under equity
                             of outstanding    outstanding  compensation plans
                                options,         options,   (excluding shares
                                warrants         warrants   reflected in column
                               and rights       and rights          (a))
                             --------------    ------------ --------------------
Equity Compensation Plans
 approved by shareholders (1)   216,400        $      4.45         33,600

Equity Compensation Plans
 not approved by
 shareholders (2)               250,000                  -        250,000

   (1)   Consists of the 2006 Incentive Stock Option Plan
   (2)   The 2009 Equity  Incentive  Plan  adopted by the Board of  Directors on
         April 8, 2009 and published as Exhibit 10.1 to the Company's  Form S-8,
         filed on April 27, 2009,  is being  presented for  ratification  in the
         2009 Proxy  Statement (the Annual Meeting of Shareholders to be held on
         October 13, 2009)

Item 13. Certain Relationships and Related Transactions.

None

Item 14. Principal Accountant Fees and Services

Information  required by this Item is  incorporated  by reference to the section
entitled "Audit Fees",  are set forth in our Proxy Statement for our 2009 Annual
Meeting.

                                     PART IV

Item 15.  Exhibits and Reports on Form 8-K.

(a)      The following documents are filed as part of this report:

                  1. Financial Statements.  See Item 8.

                  2. Financial Statement Schedules.  Not applicable.

                     All other  schedules have been omitted because the required
                     information  is shown  in the  consolidated  financials  or
                     notes thereto, or they are not applicable.

                  3. Exhibits. See Index to Exhibits for listing of exhibits
                     which are filed herewith or incorporated by reference.

(b)      Reports on Form 8-K.


                                       42
<PAGE>
                  On July  11,  2008,  the  registrant  filed a Form 8-K for the
                  purpose  of  disclosing  a FINRA  arbitration  claim  and suit
                  against UBS Financial Services

                  On July  15,  2008,  the  registrant  filed a Form 8-K for the
                  purpose of disclosing  the departure of Directors or Principal
                  Officers;  Election of  Directors;  Appointment  of  Principal
                  Officers

                  On September 15, 2008, the registrant filed a Form 8-K for the
                  purpose of disclosing  the departure of Directors or Principal
                  Officers;  Election of  Directors;  Appointment  of  Principal
                  Officers

                  On October  20, 2008 the  registrant  filed a Form 8-K for the
                  purpose of  disclosing  the  redemption of $1.6 million of the
                  Company's long term marketable securities

                  On October  22, 2008 the  registrant  filed a Form 8-K for the
                  purpose of  disclosing  the  redemption  of the balance of the
                  Company's long term marketable securities

                  On December 18,  2008,  the  registrant  filed a Form 8-K that
                  disclosed that Nasdaq staff had notified it of  non-compliance
                  with a listing  standard,  specifically  lacking a majority of
                  "independent" directors as defined by Nasdaq rule and granting
                  the Company a time period to seek  compliance with the listing
                  standard

                  On January 15, 2009, the  registrant  filed a Form 8-K for the
                  purpose of disclosing the Board Resolution authorizing a share
                  repurchase program

                  On April 23,  2009,  the  registrant  filed a Form 8-K for the
                  purpose  of  disclosing  possible  technical  issues  with the
                  Certificate of Incorporation

                  On May 13,  2009,  the  registrant  filed  a Form  8-K for the
                  purpose of disclosing  the departure of Directors or Principal
                  Officer;  Election  of  Directors;  Appointment  of  Principal
                  Officers

                  On July  10,  2009,  the  registrant  filed a Form 8-K for the
                  purpose  of  disclosing  the FAA  contract  granted to Antenna
                  Products Corporation, a wholly owned subsidiary of PHAZAR CORP












                                       43
<PAGE>
                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
and  Exchange  Act of 1934,  the  Registrant  has duly  caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

DATE:  August 14, 2009
                                       PHAZAR CORP


                                            /s/ Garland P. Asher
                                            --------------------------------
                                       BY:  Garland P. Asher, President and
                                            Chief Executive Officer


         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  this report has been signed below by the  following  persons on behalf of
the Registrant and in the capacities and on the dates indicated.


Signature                          Title              Date
---------                          -----              ----

/s/ Gary W. Havener
-------------------------------    Director           August 14, 2009
Gary W. Havener


/s/ James Kenney
-------------------------------    Director           August 14, 2009
James Kenney


/s/ R. Allen Wahl
------------------------------     Director           August 14, 2009
R. Allen Wahl


/s/ Dennis Maunder
------------------------------     Director           August 14, 2009
Dennis Maunder















                                       44
<PAGE>
                                  EXHIBIT INDEX

Exhibit 3.(i) - Registrant's Articles of Incorporation, as amended, incorporated
                by reference to the like  numbered  exhibit in the  Registrant's
                Annual Report on Form 10-KSB/A for the fiscal year ended May 31,
                2000, filed on February 20, 2004

Exhibit 3.(ii)- Registrant's  By Laws,  incorporated  by  reference  to the like
                numbered  exhibit  in the  Registrant's  Annual  Report  on Form
                10-KSB/A  for the  fiscal  year  ended  May 31,  2000,  filed on
                February 20, 2004

Exhibit 4.1(1)- 2006 Incentive  Stock Option Plan,  incorporated by reference as
                Exhibit A to the  Registrant's  Definitive Proxy Statement dated
                September  15,  2009  and  filed on  September  15,  2006.  Also
                incorporated  by reference to the like  numbered  exhibit in the
                Registrant's Form S-8 dated January 8, 2007 and filed on January
                8, 2007

Exhibit 4.1(2)- 2009 Equity Compensation Plan dated April 22, 2009, incorporated
                by reference to the  Registrant's  Form S-8,  filed on April 27,
                2009

Exhibit 4.(ii)- Loan agreement  between Antenna  Products  Corporation and Texas
                Bank, dated September 30, 1991, incorporated by reference to the
                like numbered exhibit in the Registrant's  Annual Report on Form
                10-KSB/A  for the  fiscal  year  ended  May 31,  2000,  filed on
                February 20, 2004

Exhibit 10.b -  Agreement with Garland Asher dated January 14, 2009 incorporated
                by reference to the like  numbered  exhibit in the  Registrant's
                Form 10-Q filed on January 14, 2009

Exhibit  14.1-  Code of Ethics and  Business  Conduct  for the Senior  Executive
                Officers and Senior Financial Officers incorporated by reference
                to the like numbered exhibit in the  Registrant's  annual report
                on form 10-KSB for the fiscal year ended May 31, 2004,  filed on
                August 6, 2004

Exhibit 21. -   A list of all  subsidiaries of the  Registrant,  incorporated by
                reference  to the  like  numbered  exhibit  in the  Registrant's
                Annual Report on Form 10-KSB/A for the fiscal year ended May 31,
                2000 filed on February 20, 2004

Exhibit 23.1-   Consent of Weaver & Tidwell, LLP

Exhibit 31.1-   Rule   13a-14(a)/15d-14(a)   Certification  of  Chief  Executive
                Officer

Exhibit 31.2-   Rule   13a-14(a)/15d-14(a)   Certification  of  Chief  Financial
                Officer

Exhibit 32.1-   Section 1350 Certification

Exhibit 99.1-   Nominating  Committee  Charter  incorporated by reference to the
                like  numbered  exhibit  in the  Registrant's  Form 8-K filed on
                November 7, 2005
                                       45