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

                                   Form 10-KSB
     (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, 2007

                                       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-KSB
or any amendment to this Form 10-KSB.                       [ X ]







                                       1
<PAGE>
The Company's net sales for Fiscal Year ended May 31, 2007, was $5,220,868.

As of July 18, 2007 2,318,128  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  (2,091,028
shares) was approximately $20,512,985.

DOCUMENTS INCORPORATED BY REFERENCE

None

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













































                                       2
<PAGE>
                                     PART 1

Item 1.  Description of Business.

General

PHAZAR CORP  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.  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 $292,211
at May 31,  2007,  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 fiscal year ended May 31, 2007,
and the fiscal year ended May 31, 2006,  as a percentage  of total sales are, as
follows:



                                       3
<PAGE>
                                For fiscal year         For fiscal year
                                ended May 31, 2007      ended May 31, 2006
                                ------------------      ------------------
Antenna Sales                             4%                      8%

Shipboard Equipment Sales                 7%                      1%

Instrument Landing System Sales          14%                      6%

Collinear Antenna Sales                  21%                     10%

Tower Sales                               5%                      4%

Mast Sales                                1%                      0%

Spares and Accessories Sales             30%                     12%

Commercial Antenna Sales                 14%                      9%

BAE SYSTEMS Sales                         4%                     50%

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
2007, the United States Government was the single largest customer and accounted
for 21% of the total sales volume.  Thales ATM was the second  largest  customer
and accounted for 11% of total sales.  Halliburton Energy Services, Inc. was the
third largest customer and accounted for 7% of total sales. Orders for equipment
in some of these product  categories are in backlog and,  therefore,  the United
States  Government,  Thales ATM,  and  Halliburton  Energy  Services,  Inc.  are
expected to be major clients again in 2008.

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,  have been building
antennas and related  structures and systems for over 30 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

                                       4
<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
17% of total inventory,  $292,211 is currently  maintained in stock for delivery
to  customers.  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  5% of sales in
research and development  projects and bid and proposal  activities.  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 2007,  Antenna  Products  Corporation  developed a new 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


                                       5
<PAGE>
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 14.4% of sales in 2007. The level of  expenditures  for R&D
and B&P  as a ratio to  sales is expected  to return to a level  that is more in
line with historical costs in 2008. The level of expenditures for R&D and B&P as
a ratio to sales was 3.9% of sales in 2006.  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, research and development unit.

Phazar Antenna Corp.  provides a complete line of commercial  wireless fixed and
mobile  antennas for ISM (instrument  scientific  medical),  wireless  Internet,
wireless LAN,  wireless local loop,  fixed GPS, MMDS (fixed  wireless) and WiMax
market   applications.   This  product   line   complements   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,  2007,  amounted  to
approximately  14% of total sales.  We expect that for fiscal year ended May 31,
2008,  this percentage will 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.

Backlog

The backlog of orders at Antenna  Products  Corporation and Phazar Antenna Corp.
was $3.5  million at year-end.  This  compares to $1.2 million in backlog at the
end of fiscal year 2006.


                                       6
<PAGE>
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 18, 2007,  Antenna  Products  Corporation  and Phazar  Antenna  Corp.
combined  employed a total of sixty-three  employees,  fifty-nine  full time and
four part time. Of the sixty-three,  eleven are employed in  administration  and
sales,   eight  in  engineering  and  technical   support,   and  forty-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.  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
2007, and 2006 were 13.1% and 6.6%, respectively, of total sales.

Phazar Antenna Corp. has no significant sales to international customers.

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
and with the current compliment 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



                                       7
<PAGE>
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.

None required by this item.

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 2007.













































                                       8
<PAGE>
                                     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 7.

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 2005                          31.39            15.76
November 2005                        20.74             8.63
February 2006                        22.18             9.93
May 2006                             17.25             8.75

August 2006                          11.46             6.53
November 2006                         7.80             4.65
February 2007                         8.65             5.65
May 2007                              7.27             5.24

Holders

At July 18, 2007,  there were  approximately  2,246  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 Miles, James Kenney and R.
Allen Wahl each received 800 shares of PHAZAR CORP common stock.  Dennis Maunder
received 600 shares and Vernon Bryant,  Jr. received 400 shares of PHAZAR common
stock.  Also,  as partial  consideration  for  attending  the PHAZAR  CORP audit
committee meetings, James Miles received an additional 300 shares of PHAZAR CORP
common  stock.  James Kenny and R. Allen Wahl each  received an  additional  500
shares of PHAZAR CORP common stock.  Dennis Maunder and Vernon Bryant,  Jr. each
received an  additional  200 shares of PHAZAR CORP common  stock.  Each Director
agreed to hold the shares for investment and not for further  distribution.  The
certificates  representing the shares bear a legend restricting transfer without
compliance with the registration  requirements of the Federal  Securities Act of


                                       9
<PAGE>
1933 or in reliance upon an applicable exemption  therefrom.  PHAZAR CORP relied
on  section  4(2)  of  the   Securities  Act  of  1933  as  its  exemption  from
registration.

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 7.

                           FISCAL YEAR ENDING MAY 31
                           -------------------------
                                                    2007              2006
                                               -------------     -------------
Net sales                                      $  5,220,868      $  9,488,813
Net income (loss)                              $   (303,040)     $  1,102,681

Net income (loss) per share                    $      (0.13)     $       0.49

Total assets                                   $  7,588,883      $  7,764,819

Long term debt                                            -      $          -

Dividends                                      $       0.00      $       0.00

Item 6.  Management's Discussion and Analysis or Plan of Operation.

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
7.

Overview

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, and wireless local area network.

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 at May 31, 2007, as a percentage of total
sales were United States Government 21%, Thales ATM, Inc. (a prime contractor to
the Federal  Aviation  Administration  for Instrument  Landing  Systems) 11% and
Halliburton Energy Services, Inc. 7%.



                                       10
<PAGE>
Critical Accounting Policies

The preparation of PHAZAR CORP's consolidated financial statements in accordance
with accounting principles and practices 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,  net of any  applicable
progress  payments,  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 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 U.S.  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.

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


                                       11
<PAGE>
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.

Results of Operations

Year ended May 31, 2007 ("2007") compared with year ended May 31, 2006 ("2006")

PHAZAR  CORP's  consolidated  sales from  operations  were  $5,220,868  in 2007,
compared to  consolidated  sales from  operations of $9,488,813 in 2006.  PHAZAR
CORP  recorded  a net loss of  $303,040  in 2007,  compared  to a net  profit of
$1,102,681 in 2006.

PHAZAR CORP's loss was the result of lower sales of both military and commercial
product lines  combined with an increase in research and development and bid and
proposal costs for the development and marketing of the new mesh radio  wireless
networking  product line that will launch in FY2008.

Orders  increased in both military and  commercial  markets from a total of $6.3
million in 2006 to $7.7 million in 2007.  This resulted in an ending  backlog of
firm orders at May 31, 2007, of $3.5 million, up from the prior year-end backlog
of $1.2 million.

Cost of sales and contracts for the  operations and gross profit for fiscal year
2007, were $3.10 million and $2.12 million, respectively. For the same period in
2006, cost of sales and contracts for the operations and gross profit were $6.12
million  and $3.37  million,  respectively.  The  gross  profit  margin  for the
operations  for fiscal year 2007,  was 41% compared to 36% in 2006. The increase
in  gross  margin  is  due to the  mix of  products  sold  in  2007.  Sales  and
Administration expenses were $2.73 million in 2007, compared to $1.81 million in
2006. When expressed as a ratio to sales, sales and administration expenses were
52% of sales in 2007, compared to 19% in 2006. Sales and administration expenses
increased when marketing  expenses  increased due to additional  advertising and
show expenses and when research and  development  costs increased to develop the
new mesh radio product line. A decrease in labor charges to contract work orders
and an increase in charges to overhead accounts also contributed to the increase
in sales and  administrative  expenses.  The  Company had an  operating  loss of
$613,786 in 2007,  compared to an operating  profit of $1,556,148 in 2006 due to
the  higher  sales and  administrative  expenses  and slow  sales in the  fourth
quarter.  Bid and proposal  activities  and  discretionary  product  development
spending totaled $752,476,  or 14.4% of sales in 2007. The level of expenditures
for bid and proposal activities and discretionary  product development  spending
as a ratio to sales is  expected to  return to a level that is more in line with
historical costs  in 2008.  This compares to $373,395 or 3.9% of  sales in 2006.
Interest expense in fiscal year 2007 and 2006 was $0.

The loss from operations before income taxes was $454,098 in 2007, compared to a
pre-tax income of $1,686,949 in 2006.

United  States  Government  contracts  contain  a  provision  that  they  may be
terminated at any time for the convenience of the Government. In such event, the
contractor is entitled to recover allowable costs plus any profits earned to the
date of termination.  The possibility  that Government  priorities could change,



                                       12
<PAGE>
causing  a delay  or  cancellation  of  existing  contracts  and  any  potential
follow-on work, makes it impossible to accurately  predict whether revenues will
increase or decrease in the upcoming year.

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:

                                                           2007       2006
                                                        ---------- ----------
Beginning balance                                       $  41,792  $  99,329
Cost incurred for rework                                  (48,592)   (12,472)
Accrual for current year estimate                          68,376     41,792
Change in accrued estimate                                  6,800    (86,857)
                                                        ---------  ---------
Ending balance                                          $  68,376  $  41,792
                                                        =========  =========

Liquidity and Capital Resources

Funds generated from operations are the major internal  sources of liquidity and
are  supplemented  by funds  derived  from  capital  markets,  principally  bank
facilities.  PHAZAR CORP has a $1.0 million revolving demand line of credit with
a bank.  The credit line is  regulated  under a  borrowing  base  formula  using
inventories  and  accounts  receivable  as  collateral.  The  interest  rate  is
established  as equal to Wall  Street  prime and is subject to a loan  agreement
with restrictive  covenants.  The most restrictive  financial  covenant requires
PHAZAR CORP to maintain $2.0 million in tangible net worth and Antenna  Products
Corporation to maintain $1.0 million of working capital. At May 31, 2007, PHAZAR
CORP had a tangible net worth of $7.2  million and Antenna  Products had working
capital of $3.1 million.  As of May 31, 2007,  Antenna Products  Corporation had
drawn $0 of the $1.0 million  line of credit with $1.0 million of the  borrowing
base available and unused.  The revolving credit line agreement was renewed with
a $1.0  million  limit on September  26, 2006 for a period of two years.  PHAZAR
CORP  believes  that its cash  and the  credit  available  at May 31,  2007,  is
sufficient to fund the Company's operations for at least 12 months.

Management  of the operating  subsidiaries  evaluate 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 2007 there were no capital
expenditures for new and replacement equipment. The Company anticipates that the
existing  facilities and equipment are adequate to handle the projected business
in fiscal year 2008 and intends to limit the 2008  capital  program to less than
$100,000 for improvements and new equipment.

At May 31,  2007,  PHAZAR  CORP had cash and  cash  equivalents  of  $4,114,046.
Deferred revenue at May 31, 2007, is $0.

The decrease in accounts  receivable to $333,748 at May 31, 2007,  from $461,485
at May 31, 2006, and the decrease in cash and cash  equivalents  from $4,548,698
at May 31, 2006,  to  $4,114,046  at May 31, 2007,  reflects the lower  business


                                       13
<PAGE>
volume and the loss in fiscal year 2007.  The Company is  attempting to maximize
its return on cash while looking for other opportunities.  The backlog of orders
was $3.5  million on May 31,  2007,  compared to $1.2  million on May 31,  2006.
Based on the number of inquiries received in the fourth quarter,  sales of other
products including  instrument landing systems and commercial  wireless antennas
are expected to be soft in the first  quarter of fiscal year 2008.  The decrease
in  accounts  payable and accrued  expenses  to $433,727 at May 31,  2007,  from
$506,578  at May  31,  2006,  reflects  the  material  purchased  for  contracts
currently in  production.  Inventories  increased to $1,703,164 at May 31, 2007,
from  $1,294,648  at May 31,  2006,  due to the  increase  in work in process to
$876,981 at May 31, 2007,  from $516,251 at May 31, 2006, on items not scheduled
to ship until the first quarter of fiscal year 2008.

Cash  used by the  operating  activities  in the year  ended May 31,  2007,  was
$519,397  compared to cash provided by  operations  of  $1,833,175  for the same
period in 2006.  $303,040 of cash used by operating  activities at May 31, 2007,
represented  PHAZAR CORP's net loss compared to $1,102,681 net income at May 31,
2006.

Cash was not used in  investing  activities  during the years ended May 31, 2007
and 2006.

Cash  provided  by  financing  activities  in the year ended May 31,  2007,  was
$84,745  compared to cash  provided by financing  activities  of $38,000 for the
same period in 2006.  The financing  activities for the years ended May 31, 2007
and May 31, 2006  consisted  primarily  of proceeds  from the  exercise of stock
options and the FIT benefit resulting from the exercise of stock options. At May
31, 2007 and May 31, 2006, PHAZAR CORP had no long-term debt.

Item 7.  Financial Statements.

PHAZAR CORP consolidated  financial statements for the fiscal year ended May 31,
2007.


                                 C O N T E N T S


                                                                          Page

CONSOLIDATED FINANCIAL STATEMENTS

     Consolidated Balance Sheets...........................................15

     Consolidated Statements of Operations.................................17

     Consolidated Statements of Shareholders' Equity.......................18

     Consolidated Statements of Cash Flows.................................19

     Notes to Consolidated Financial Statements............................21






                                       14
<PAGE>
                          PHAZAR CORP AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             MAY 31, 2007, AND 2006

                                     ASSETS

                                                        2007         2006
                                                   ------------- -------------
CURRENT ASSETS
 Cash and cash equivalents                         $  4,114,046  $  4,548,698
 Accounts receivable:
  Trade, net of allowance for doubtful
   accounts of $7,021 in 2007, and 2006                 291,470       436,576
  United States Government                               42,278        24,909
 Inventories                                          1,703,164     1,294,648
 Prepaid expenses and other assets                       64,132        76,249
 Income taxes receivable                                229,373       172,427
 Deferred income taxes                                   54,836        41,442
                                                   ------------  ------------
 Total current assets                                 6,499,299     6,594,949

  Property and equipment, net                         1,052,766     1,168,620

  Identifiable intangible assets                              -         1,250

  Long-term deferred income tax                          36,818             -
                                                   ------------  ------------
TOTAL ASSETS                                       $  7,588,883  $  7,764,819
                                                   ============  ============












The Notes to Consolidated Financial Statements
are an integral part of these statements.














                                       15
<PAGE>
                          PHAZAR CORP AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             MAY 31, 2007, AND 2006

                      LIABILITIES AND SHAREHOLDERS' EQUITY

                                                        2007         2006
                                                   ------------- -------------
CURRENT LIABILITIES
 Accounts payable                                  $    128,579  $    182,792
 Accrued expenses                                       305,148       323,786
                                                   ------------  ------------
 Total current liabilities                              433,727       506,578
                                                   ------------  ------------
 Deferred income taxes                                        -         3,809
                                                   ------------  ------------
   Total long-term liabilities                                -         3,809
                                                   ------------  ------------
      Total liabilities                                 433,727       510,387
                                                   ------------  ------------
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 2,308,128 and
  2,281,528 issued and outstanding                       23,082        22,816
 Additional paid in capital                           3,417,399     3,213,901
 Retained earnings                                    3,714,675     4,017,715
                                                   ------------  ------------
  Total shareholders' equity                          7,155,156     7,254,432
                                                   ------------  ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY         $  7,588,883  $  7,764,819
                                                   ============  ============







The Notes to Consolidated Financial Statements
are an integral part of these statements.










                                       16
<PAGE>
                          PHAZAR CORP AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                       YEARS ENDED MAY 31, 2007, AND 2006


                                                         2007         2006
                                                    ------------- -------------
Sales and contract revenues                         $  5,220,868  $  9,488,813
Cost of sales and contracts                            3,099,897     6,119,624
                                                    ------------  ------------
  Gross Profit                                         2,120,971     3,369,189

Sales and administration expenses                      2,734,757     1,813,041
                                                    ------------  ------------
  Operating Profit (loss)                               (613,786)    1,556,148
                                                    ------------  ------------
Other income (expense)
   Interest income                                        55,635        82,154
   Other income                                          104,053        48,647
                                                    ------------  ------------
Total other income                                       159,688       130,801
                                                    ------------  ------------
Income (loss) from operations before
  income taxes                                          (454,098)    1,686,949

Income tax provision (benefit)                          (151,058)      584,268
                                                    ------------  ------------
Net income (loss)                                   $   (303,040) $  1,102,681
                                                    ============  ============
Basic earnings (loss) per common share              $      (0.13) $       0.49
                                                    ============  ============
Diluted earnings (loss) per common share            $      (0.13) $       0.48
                                                    ============  ============






The Notes to Consolidated Financial Statements
are an integral part of these statements.
















                                       17
<PAGE>
                          PHAZAR CORP AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                       YEARS ENDED MAY 31, 2007, AND 2006

                      Common Stock
                      ------------   Additional
                    Number            Paid In    Retained
                  of Shares  Amount   Capital    Earnings     Total
                  --------- -------- ---------- ---------- ----------
BALANCE,
 MAY 31, 2005     2,256,028 $ 22,561 $3,035,164 $2,915,033 $5,972,758

Stock issued
 to Directors         5,500       55     77,269          -     77,324

Stock options
 exercised           19,000      190     37,810          -     38,000

Stock based
 payment              1,000       10      9,210          -      9,220

Tax benefit for
 employee stock
 options                  -        -     54,448          -     54,448

Net income                -        -          -  1,102,681  1,102,681
                  --------- -------- ---------- ---------- ----------
BALANCE,
 MAY 31, 2006     2,281,528   22,816  3,213,901  4,017,715  7,254,432

Stock issued
 to Directors         6,600       66     42,655          -     42,721

Stock based
 compensation             -        -     76,298          -     76,298

Stock options
 exercised           20,000      200     39,800          -     40,000

Tax benefit for
 employee stock
 options                  -        -     44,745          -     44,745

Net income (loss)         -        -          -   (303,040)  (303,040)
                  --------- -------- ---------- ---------- ----------
BALANCE,
 MAY 31, 2007     2,308,128 $ 23,082 $3,417,399 $3,714,675 $7,155,156
                  ========= ======== ========== ========== ==========





The Notes to Consolidated Financial Statements
are an integral part of these statements.


                                       18
<PAGE>
                          PHAZAR CORP AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                       YEARS ENDED MAY 31, 2007, AND 2006

                                                         2007         2006
                                                    ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                   $   (303,040) $  1,102,681
 Adjustments to reconcile net income to net
  cash provided by operating activities:
   Depreciation                                          115,854       122,092
   Amortization                                            1,250         5,000
   Stock based compensation                              119,019       131,772
   Stock based payment                                         -         9,220
   Tax benefit for employee stock options                (44,745)
   Deferred federal income tax                           (54,021)        5,576
   Changes in assets and liabilities:
     Accounts receivable                                 127,737       201,613
     Inventory                                          (408,516)      770,891
     Income taxes receivable                             (12,201)     (172,427)
     Prepaid expenses                                     12,117        (1,971)
     Accounts payable                                    (54,213)       10,516
     Accrued expenses                                    (18,638)     (297,132)
     Income taxes payable                                      -       (54,656)
                                                    ------------  ------------
   Net cash provided (used) by operating activities     (519,397)    1,833,175
                                                    ------------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of property and equipment                            -             -
                                                    ------------  ------------
   Net cash used in investing activities                       -             -









The Notes to Consolidated Financial Statements
are an integral part of these statements.















                                       19
<PAGE>
                          PHAZAR CORP AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                       YEARS ENDED MAY 31, 2007, AND 2006

                                                         2007         2006
                                                    ------------- -------------

CASH FLOWS FROM FINANCING ACTIVIITES:
 Proceeds from exercise of stock options            $     40,000  $     38,000
 FIT benefit-stock options exercised                      44,745             -
                                                    ------------  ------------
   Net cash provided by financing activities              84,745        38,000
                                                    ------------  ------------
   Net increase (decrease) in cash
     and cash equivalents                               (434,652)    1,871,175

CASH AND CASH EQUIVALENTS, beginning of year        $  4,548,698  $  2,677,523
                                                    ------------  ------------
CASH AND CASH EQUIVALENTS, end of year              $  4,114,046  $  4,548,698
                                                    ============  ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
  Cash paid during the period for:

    Interest (none capitalized)                     $          -  $          -
                                                    ============  ============
    Income taxes                                    $    100,000  $    740,000
                                                    ============  ============
















The Notes to Consolidated Financial Statements
are an integral part of these statements.











                                       20
<PAGE>
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 country.

     Following is a schedule of the  Company's  sales to major  customers at May
     31, as a percentage of total sales:
                                                        2007         2006
                                                        ----         ----
        BAE SYSTEMS                                       4%          50%
        Federal Government                               21%          11%
        Thales ATM, Inc.                                 11%           5%

     At May 31, 2007, and 2006, trade receivables from four customers  comprised
     approximately 59% and 60%, 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.

   Sales and Contract Revenues and Related Costs - Antennas

     Antenna Products  Corporation  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 U.S.  Government,  military and civil agencies,  U.S.
     Government prime  contractors and commercial  clients.  Examples of Antenna
     Products  Corporation's U.S.  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  (Phazar  Antenna  Corp.)  include  first
     responder  emergency  mesh radio  systems,  commercial  mesh radio systems,
     panel,  sector,   omnidirectional  and  closed  loop  PCS  antennas;  WiMax
     Antennas,   automatic  meter  reading  (AMR),  cellular,  paging  and  yagi
     antennas, guyed towers and self supported towers.

     Antenna  Products  Corporation is primarily a  build-to-order  company.  As
     such,  most  orders  are  negotiated   firm-fixed  price  contracts.   Most


                                       21
<PAGE>
NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

     commercial  contracts are single order and single delivery firm-fixed price
     contracts.  Some  government  contracts  are  multi-year  performance  with
     established option dates with a predetermined  escalated price for delivery
     in that  outyear.  These types of  contracts  can be valid from two to five
     years.  Other types of government  contracts  are called  supply  contracts
     where the  government  buys a  particular  product  and has  estimated  the
     quantity required over an expected period. Antenna Products Corporation has
     contracts with major prime  contractors  who negotiate  contracts  based on
     large  quantities  with set escalation  rates for future  prices.  The U.S.
     Government  is  attempting  to  procure  more and more  products  that have
     commercial  equivalents  to military  standards.  These  purchases  are for
     off-the-shelf  products  and,  therefore,   use  credit  cards  and  accept
     commercial  terms  and  shipping  methods.   Antenna  Products  Corporation
     recognizes  an  order or  resultant  sale  when  official  notification  is
     received that an option is being exercised and the order is shipped.

     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  governments  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.

Inventories

     Inventories are stated at the lower of first-in,  first-out cost or market,
     net of any applicable progress payments.

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.
     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.

Use of Estimates and Assumptions

     Management uses estimates and assumptions in preparing financial statements
     in  accordance  with  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


                                       22
<PAGE>
NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

     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,  2007,  and  2006,  were  approximately   $316,000  and  $283,000,
     respectively.

Cash and Cash Equivalents

     For purposes of reporting  cash flows,  cash and cash  equivalents  include
     cash and certificates of deposit with original  maturities of six months or
     less.

Stock-based Employee Compensation

     On December 16,  2004,  the  Financial  Accounting  Standards  Board (FASB)
     issued Statement of Financial Standard (SFAS) No. 123 (revised 2004), Share
     Based  Payment  (SFAS  123(R)),  which  is a  revision  of  SFAS  No.  123,
     Accounting for Stock-Based Compensation. SFAS 123(R) supersedes APB Opinion
     No. 25, Accounting for Stock Issued to Employees.  SFAS 123(R) requires all
     share-based  payment  to  employees,  including  grants of  employee  stock
     options,  to be  recognized  in the  income  statement  based on their fair
     values at the time of the grant.

     SFAS 123(R) permits public companies to adopt using one of two methods:  1)
     a "modified  Prospective"  method in which  compensation cost is recognized
     beginning  with the effective  date. 2) a "modified  retrospective"  method
     which includes the  requirements of the modified  prospective  method,  but
     also permits entities to restate based on the amounts previously  disclosed
     as pro-forma  under SFAS 123. The Company  adopted SFAS 123(R) based on the
     modified   prospective   method   effective   June  1,  2006.   Stock-based
     compensation  amounts  recognized  under SFAS  123(R) in the twelve  months
     ended May 31, 2007 were approximately $119,019.

     SFAS  123(R)  also  requires  that  the  benefits  associated  with the tax
     deductions in excess of recognized  compensation cost will be reported as a
     financing  cash flow,  rather than as an operating  cash flow as previously


                                       23
<PAGE>
NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

     required.  This  requirement  will  reduce  net  operating  cash  flows and
     increase net financial cash flows in periods after the effective date.

     Prior to June 1,  2006,  the  Company  recorded  stock  based  compensation
     arrangements  under the provisions of Accounting  Principles  Board Opinion
     No.  25,  "Accounting  for  Stock  Issued  to  Employees",  which  requires
     compensation  cost  to be  measured  at the  date  of  grant  based  on the
     intrinsic value of the options granted. The intrinsic value of an option is
     equal to the difference between the market price of the common stock on the
     date of grant and the exercise price of the option.

     On May 30, 2006,  the Board approved  options to purchase  50,000 shares of
     common  stock for $9.22 per share,  the  market  price of the stock on that
     date,  to an employee.  The options vest over five years.  No  compensation
     expense was recognized for fiscal 2006. Compensation expense of $76,298 and
     related tax benefit of $25,941  was  recognized  during fiscal 2007 for the
     10,000 options that vested during the period.

     There was no  pro-forma  effect on net income,  earnings per share or fully
     diluted earnings per share from adoption of SFAS 123 (R) for 2006.

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 2,295,855 and 2,263,094 for the
     years ended May 31, 2007, and 2006, respectively.

Dilutive  effect of stock options  outstanding  for the year ended May 31, 2007,
and May 31, 2006, are computed as follows:
                                                         2007         2006
                                                    ------------- -------------
Numerator:
  Net income (loss)                                 $   (303,040) $  1,102,681
                                                    ------------  ------------
  Numerator for basic and diluted
  earnings per share                                    (303,040)    1,102,681

Denominator:
  Weighted-average shares outstanding-basic            2,295,855     2,263,094

Effect of dilutive securities:
  Stock options                                                -        42,364
                                                    ------------  ------------
Dilutive potential common shares                               -        42,364
                                                    ------------  ------------
  Denominator for diluted earnings per share-
  Weighted-average shares                              2,295,855     2,305,458
                                                    ============  ============
  Basic earnings per share                          $      (0.13) $       0.49
                                                    ============  ============
  Diluted earnings per share                        $      (0.13) $       0.48
                                                    ============  ============

                                       24
<PAGE>
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, 2007, and May 31, 2006, is $0.

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 May,  2005,  the  Financial  Accounting  Standards  Board (FASB)  issued
     revised  Statement  of  Financial  Accounting  Standards  (SFAS)  No.  154,
     "Accounting  Changes and Error  corrections,"  a replacement of APB Opinion
     No. 20 and FASB  Statement No. 3. This  statement  applies to all voluntary
     changes in accounting principle, and requires retrospective  application to
     prior periods'  financial  statements for changes in accounting  principle.
     SFAS No. 154 became effective for the Company in fiscal year 2007. SFAS 154
     will only impact our financial  statements only if we voluntarily change an
     accounting principle or correct an error in previously issued statements.

     In October,  2005, the FASB issued Staff  Position (FSP) 13-1,  "Accounting
     for Rental  Costs  Incurred  during a  Construction  Period."  The guidance
     requires  that the rental  cost for  ground or  building  operating  leases
     during  the  construction  period be  recognized  as rental  expenses.  The
     guidance  permits either  retroactive or prospective  treatment for periods
     beginning  after  December  15, 2005.  The Company  adopted FSP 13-1 during
     fiscal  year 2007 and it did not have a  material  impact on the  Company's
     financial statements.

     In July,  2006, the FASB issued  Interpretation  (FIN) 48,  "Accounting for
     Uncertainty in Income Taxes - an  interpretation of FASB Statement No. 109"
     FIN 48,  prescribes a recognition  threshold and measurement  attribute for
     tax positions.  The Company is required to adopt FIN 48 at the beginning of
     fiscal year 2008 and is in the process of determining any potential  impact
     to the financial statements.













                                       25
<PAGE>
NOTE 3.  INVENTORIES

     The major components of inventories are as follows:

                                                       2007          2006
                                                   ------------- -------------
      Raw materials                                $    533,972  $    466,001
      Work in process                                   876,981       516,251
      Finished goods                                    292,211       312,396
                                                   ------------  ------------
      Total inventories                            $  1,703,164  $  1,294,648
                                                   ============  ============

     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  during the years  ended May 31,  2007,  and May 31,  2006,  were
     $559,774 and $433,978, respectively.

     All of the above stated  inventories are that of the operating  Subsidiary,
     Antenna Products Corporation. 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       2007           2006
                                    -----------  -------------  -------------
      Land                                       $    375,136   $    375,136
      Buildings and improvements    15-30 years     1,873,217      1,873,217
      Machinery and equipment          10 years     3,402,145      3,402,145
      Automobiles and equipment         3 years       106,898        106,898
      Office furniture and fixtures    10 years       454,266        454,266
                                                 ------------   ------------
                                                    6,211,662      6,211,662
      Less accumulated depreciation                 5,158,896      5,043,042
                                                 ------------   ------------
      Net property and equipment                 $  1,052,766   $  1,168,620
                                                 ============   ============

NOTE 5.  INTANGIBLE ASSETS
                                                      2007           2006
                                                 -------------  -------------
Included in intangible assets at
May 31 are the following:
     Noncompete agreements (Phazar Antenna Corp.)$     60,000   $     60,000
     Patents, copyrights and other                    389,593        389,593
                                                 ------------   ------------
        Intellectual property (Phazar Antenna Corp.)  449,593        449,593

               Accumulated amortization              (449,593)      (448,343)
                                                 ------------   ------------
                                                 $          0   $      1,250
                                                 ============   ============

                                       26
<PAGE>
NOTE 5.  INTANGIBLE ASSETS - continued

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

     Aggregate amortization expense for the year ended May 31, 2007, was $1,250.
     Aggregate amortization expense for next year is as follows:

         2008                                                             $0

NOTE 6.  NOTES PAYABLE

     At May 31,  2007,  and 2006,  notes  payable  consist of a  revolving  note
     payable  to a bank,  with a  maximum  amount  not to exceed  the  lesser of
     $1,000,000 or a calculated  borrowing  base  determined by  a formula based
     upon the amount of certain qualified receivables and inventories as defined
     in the loan agreement. Amount available under the revolving note at May 31,
     2007, and May 31, 2006 was $1,000,000.

     Interest  is payable  monthly at the prime rate  (8.25% and 8.0% at May 31,
     2007, and 2006,  respectively)  until  September 30, 2008,  when any unpaid
     principal and interest  shall be due.  Borrowings  under the revolving note
     payable are  collateralized by accounts  receivable and inventories.  Under
     the  agreement,  the Company must maintain  minimum net worth of $2,000,000
     and working capital of $1,000,000.

NOTE 7.  LONG-TERM DEBT

     At May 31, 2007, and May 31, 2006, PHAZAR CORP had no long-term debt.

NOTE 8.  INCOME TAXES

     Components of the income tax provision are as follows:
                                                         2007          2006
                                                    ------------- -------------
     Federal income taxes at statutory rate
       on income before income taxes                $   (154,643) $    569,711

     State income taxes statutory rate                     1,143         3,851

     Non-deductible expenses and other                    (2,442)       10,706
                                                    ------------  ------------
      Total provision (benefit)                     $   (151,058) $    584,268
                                                    ============  ============
      Deferred portion of provision                      (54,021)        5,576
      Current portion of provision                       (97,037)      578,692
                                                    ------------  ------------
      Total provision (benefit)                     $   (151,058) $    584,268
                                                    ============  ============

     The tax  effects of  temporary  differences  that give rise to  significant
     portions  of the  deferred  tax assets and  deferred  tax  liabilities  are
     presented below:


                                       27
<PAGE>
NOTE 8.  INCOME TAXES - continued
                                                         2007          2006
                                                    ------------- -------------
     Deferred tax assets:
       Accounts receivable, due to allowance
         for doubtful accounts                      $      2,387  $      2,387
       Accrued expenses, due to warranty accrual          23,248        14,209
       Accrued expenses, due to vacation accrual          29,201        24,845
       Intangible assets, due to difference in
         amortization                                     77,281        86,144
       Compensation, stock options vested                 25,942             -
                                                    ------------  ------------
     Total deferred tax assets                      $    158,059  $    127,585

     Deferred tax liabilities:

       Property and equipment, principally due
        to difference in depreciation               $    (66,405) $    (89,952)
                                                    ------------  ------------
      Total deferred tax liabilities                $    (66,405) $    (89,952)
                                                    ------------  ------------
          Net deferred tax assets                   $     91,654  $     37,633
                                                    ============  ============

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

          Current deferred tax assets               $     54,836  $     41,442
          Long-term deferred tax assets (liabilities)     36,818        (3,809)
                                                    ------------  ------------
          Net deferred tax assets                   $     91,654  $     37,633
                                                    ============  ============

NOTE 9.  COMMITMENTS AND CONTINGENCIES

     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
     $65,609 for the years ended May 31, 2007, and May 31, 2006, respectively.

     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, 2007.

                                       28
<PAGE>
NOTE 9.  COMMITMENTS AND CONTINGENCIES - continued

         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  estimate  fair  value of  financial
         instruments  is made in accordance  with the  requirements  of SFAS No.
         107,  Disclosures  about  Fair  Value  of  Financial  Instruments.  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. The fair value of short-term and long-term
         debt approximate carrying value based on their effective interest rates
         compared to current market rates.

       Legal Proceedings

         During the year ended May 31, 2005,  final and binding  arbitration was
         finalized from litigation with two former  employees.  The arbitrator's
         ruling  was  for  the  Company  to pay a  settlement  of  approximately
         $100,000  to the two  former  employees.  The  settlement  against  the
         Company was  included in accounts  payable on the balance  sheet at May
         31, 2006.

       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:

                                                         2007         2006
                                                    ------------- -------------
          Beginning balance                         $     41,792  $     99,329
          Cost incurred for rework                       (48,592)      (12,472)
          Accrual for current year estimate               68,376        41,792
          Change in accrued estimate                       6,800       (86,857)
                                                    ------------  ------------
          Ending balance                            $     68,376  $     41,792
                                                    ============  ============

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




                                       29
<PAGE>
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,  of which  36,000
     options have been exercised  with 39,000 and 59,000  exercisable at May 31,
     2007 and 2006, respectively. The options expire the earlier of November 20,
     2007, or the employee's last day of employment.

     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  and 10,000 and 0 options  are  exercisable  at May 31,  2007 and
     2006,  respectively.  The options  expire  between May 29, 2012 and May 29,
     2016, or the earlier of the employee's last day of employment.

     In 2007, the Board did not grant any stock options.

     A summary of the status of the  Company's  stock  option plan as of May 31,
     2007, and May 31, 2006 and changes for the years then ended are as follows:

                                                               Weighted
                                                               Average
                                                               Exercise
                                                      Shares   Price
                                                      -------  --------
         Outstanding at May 31, 2005                   78,000      2.00
                        Granted                        50,000      9.22
                        Exercised                      19,000      2.00
                        Forfeited                           -         -

         Outstanding at May 31, 2006                  109,000      5.31
                        Granted                             -         -
                        Exercised                      20,000      2.00
                        Forfeited                           -         -

         Outstanding at May 31, 2007                   89,000      6.06
                                                      =======  ========
         Exercisable at May 31, 2007 and May 31, 2006  49,000    59,000
                                                      =======  ========
         -------------------------------------------------

         Weighted averaged remaining
           Contractual life (in years) 2000 and 2006
           plans at May 31, 2007 and May 31, 2006        4.15      4.48
                                                      =======  ========

Item 8.  Changes In and Disagreements With Accountants on Accounting and
         Financial Disclosure.
None.

Item 8A.  Controls and Procedures

As of May 31, 2007, an evaluation was performed  under the  supervision and with
the participation of the Company's management, including the CEO and CFO, of the
effectiveness of the design and operation of the Company's  disclosure  controls
and procedures.  Based on that evaluation,  the Company's management,  including
the CEO and CFO, concluded that the Company's disclosure controls and procedures

                                       30
<PAGE>
were  effective  as of May 31,  2007.  There  has not  been  any  change  in the
Company's  internal  controls  during the Company's last fiscal quarter that has
materially  affected  or is  reasonably  likely to  materially  affect  internal
controls over financial reporting as of May 31, 2007.

                                    PART III

Item 9.  Directors and Executive Officers of the Registrant.

                                                                   Director
Name                Age  Principal Occupation                      Since
----                ---  --------------------                      -----
James Miles         64   President and Chief Executive Officer,
                         PHAZAR CORP; Sole Director Antenna
                         Products Corp., Phazar Antenna Corp.,
                         Tumche Corp. and Thirco, Inc., subsidiaries of
                         PHAZAR CORP; President, Tumche Corp.,
                         Thirco, Inc.  Past Vice President and General
                         Manager, GTE Media Ventures; Past President,
                         Contel of California                      November 1999

Gary W. Havener     66   President, Sinan Corp.; Past Chief Executive
                         Officer, PHAZAR CORP                      January 1992

Clark D. Wraight    63   Vice President and Secretary, Treasurer,
                         PHAZAR CORP; President and General
                         Manager, Antenna Products Corp. and
                         Phazar Antenna Corp.; Vice President,
                         Tumche Corp. and Thirco, Inc.; Secretary/
                         Treasurer, Tumche Corp., Thirco, Inc.,
                         and Phazar Antenna Corp.                  October 1996

R. Allen Wahl       79   Independent Business Consultant and
                         Past President & COO of Valmont
                         Industries                                October 1999

James Kenney        66   Account Executive, Baldwin Anthony
                         Securities, Inc.  Past Executive Vice
                         President and Owner, San Jacinto
                         Securities, Inc.                          November 1999

Dennis Maunder      56   Past Chief Financial Officer, Shared
                         Technologies, Inc.; Controller, Allegiance
                         Telecom, Inc.                             October 2006

Vernon Bryant, Jr.  65   Cotton Creek Management, LLC, President;
                         BBM Investments, Partner; Blinded by the
                         Skylight Ltd., Ltd. Partner; Past President,
                         CEO and Director, Texas Bank; Past Vice
                         President and Director Texas Banc Holding
                         Company                                   October 2006

     Mr.  Miles  currently  serves  as  President  and CEO of  PHAZAR  CORP  and
President  of Tumche  Corp.  and  Thirco,  Inc.  Mr.  Miles also  serves as sole
director of Antenna Products Corporation, Phazar Antenna Corp., Tumche Corp. and
Thirco, Inc. Mr. Miles served as Vice President and General Manager of GTE Media
Ventures, a cable television design and operations company, from 1994 until 1999

                                       31
<PAGE>
and as President of Contel of California, a telecommunications company from 1984
until 1996.  Mr. Miles was a Director of Desert  Community  Bank until 1994. Mr.
Miles retired in 1999 and has been involved in personal financial activities for
the past eight years.

     Mr.  Havener served as the President of PHAZAR CORP from January 1992 until
October  1999.  Mr.  Havener  served  as  the  President  of  Antenna   Products
Corporation  from January 1996 until April 1999. Mr. Havener served as President
and CEO of PHAZAR  CORP and  President  of Tumche  Corp.  and Thirco, Inc.  from
June 2000 until  October 2006.    Mr. Havener  also served as sole  director  of
Antenna  Products  Corporation,  Phazar Antenna Corp.,  Tumche Corp. and Thirco,
Inc. until  October 2006.  Since December 1984,  Mr.  Havener has served  as the
President of Sinan Corp.,  an  investment company.  Sinan Corp. is not a parent,
subsidiary or affiliate of the Company.

     Mr.  Wraight served as Vice  President and  Secretary/Treasurer  of Antenna
Products Corporation from 1996 until April 1999 when he was appointed President.
Mr. Wraight has been employed with Antenna Products since 1979 and has served as
an officer of the  Company  since 1981.  Mr.  Wraight  currently  serves as Vice
President and  Secretary/Treasurer of PHAZAR CORP, President and General Manager
of Antenna Products  Corporation,  President and  Secretary/Treasurer  of Phazar
Antenna Corp., Vice President and  Secretary/Treasurer of Tumche Corp., and Vice
President and Secretary/Treasurer of Thirco, Inc., subsidiaries of the Company.

     Mr.  Wahl was  President  and COO of Valmont  Industries  until  1985.  The
principal  business of Valmont  Industries is manufacturing  steel tubular poles
and  towers  for  the  lighting,   electrical   transmission  and  communication
industries. Mr. Wahl has been an independent business consultant since 1985.

     Mr.  Kenney  currently  serves as an account  executive at Baldwin  Anthony
Securities  Inc.  since  February,  2007.  Mr. Kenney  served as Executive  Vice
President and owner of San Jacinto Securities , an institutional stock brokerage
firm from 1993 until 2007.

     Mr. Maunder  served as Vice  President,  Controller of Allegiance  Telecom,
Inc., from September 1997 through February 2000.  Allegiance Telecom, Inc. was a
local  exchange  carrier,  essentially  a  telephone  company.  In  June,  2002,
Allegiance  Telecom acquired Shared  Technologies  Inc. In May 2003,  Allegiance
Telecom and its subsidiaries,  including Shared  Technologies Inc. filed Chapter
11 bankruptcy. In the spring of 2004, Shared Technologies Inc. under an approved
plan of reorganization emerged from bankruptcy.  Mr. Maunder served as the Chief
Financial  Officer  of  Shared  Technologies  Inc.,  a  nationwide  supplier  of
telecommunications  equipment from March 2004 until October 2006. Mr. Maunder is
currently active in livestock  breeding;  participating in charitable  pursuits;
and investing activities.

     Mr. Bryant serves as President of Cotton Creek  Management,  LLC;  Partner,
BBM Investments;  and Ltd. Partner,  Blinded by the Skylight Ltd. Mr. Bryant has
served as Past President,  CEO and Director, Texas Bank; Past Vice President and
Director Texas Banc Holding Company from April, 1989 until July 2006.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers  and  directors,  and  persons  who own  more  than  ten  percent  of a
registered  class  of the  Company's  equity  securities,  to  file  reports  of
ownership  on Form 3 and  changes  in  ownership  on  Form 4 or Form 5 with  the
Securities and Exchange  Commission  (the "SEC").  Such officers,  directors and

                                       32
<PAGE>
ten-percent  shareholders  are also required by SEC rules to furnish the Company
with copies of all Section 16(a) forms they file.

     Based  solely on its review of the copies of such forms  received by it, or
written  representations  from certain reporting  persons,  the Company believes
that,  during the fiscal  year ended May 31,  2007,  all  Section  16(a)  filing
requirements applicable to its officers,  directors and ten-percent shareholders
have been filed.

Item 10. Executive Compensation.

The following table provides certain summary information concerning compensation
awarded  to,  earned by or paid to the Chief  Executive  Officer and other named
executive  officers  and  directors  of the Company  whose total  annual  salary
exceeded $100,000  (collective,  the "named officers") for fiscal year ended May
31, 2007.

                           SUMMARY COMPENSATION TABLE

Name & Principal Position   Fiscal     ---------- Annual Compensation ----------
-------------------------    Year                                 Other Annual
                         Ended May 31  Salary ($)   Bonus ($)   Compensation ($)
                         ------------  ----------   --------    ----------------
James Miles
  President and CEO          2007      $      0     $      0     $    60,591(1)
                                                                 $    10,128(2)

Clark D. Wraight
  Vice President             2007      $      0     $      0     $   134,197(3)

Clark D. Wraight
  Vice President             2006      $      0     $      0     $   129,043(3)

Clark D. Wraight
  Vice President             2005      $      0     $      0     $   123,813(3)

Gary W. Havener              2007      $      0     $      0     $    37,409(1)
  Past President and CEO

Gary W. Havener              2006      $      0     $      0     $    98,000(1)
  President and CEO

Gary W. Havener              2005      $      0     $      0     $    98,000(1)
  President and CEO

        (1)     Directors Fee - Sole Director, Antenna Products Corporation
        (2)     Interim Housing Reimbursement
        (3)     Annual Compensation - President, Antenna Products Corporation


COMPENSATION OF DIRECTORS

Compensation  for PHAZAR  CORP  Board  members is set at $500 plus 200 shares of
PHAZAR CORP common stock for each board meeting attended.

Compensation  for  PHAZAR  CORP audit  committee  member is set at $250 plus 100
shares of PHAZAR CORP common stock for each audit committee meeting attended.

                                       33
<PAGE>
The following  table provides  certain summary  information  with respect to the
named director,  compensation  information  inclusive of fees paid to and shares
awarded to, all directors of the Company for fiscal year ended May 31, 2007.

<TABLE>
<CAPTION>
                       Fees
                      Earned
                        or                  Non-Equity
                       Paid                 Incentive    Nonqualified
                        in   Stock  Option    Plan         Deferred       All Other
                       Cash  Awards Awards Compensation  Compensation   Compensation   Total
Name                   ($)    ($)    ($)       ($)         Earnings         ($)         ($)
(a)                    (b)    (c)    (d)       (e)            (f)           (g)         (h)
-------------------- ------- ------- -----  ------------  -------------  ------------  --------
<S>                  <C>     <C>     <C>    <C>           <C>            <C>           <C>
James Miles          $ 2,750 $ 7,539  $ 0      $  0        $      0      $       0     $ 10,289

Clark D. Wraight     $ 2,000 $ 5,120  $ 0      $  0        $      0      $       0     $  7,120

R. Allen Wahl*       $ 3,250 $ 8,717  $ 0      $  0        $      0      $       0     $ 11,967

James Kenney*        $ 3,250 $ 8,717  $ 0      $  0        $      0      $       0     $ 11,967

Gary W. Havener      $ 2,000 $ 5,120  $ 0      $  0        $      0      $       0     $  7,120

Dennis Maunder*      $ 2,000 $ 4,604  $ 0      $  0        $      0      $       0     $  6,604

Vernon Bryant, Jr.*  $ 1,250 $ 2,903  $ 0      $  0        $      0      $       0     $  4,153
</TABLE>

*Member of Audit Committee

Item 11. Security Ownership of Certain Beneficial Owners and Management and
         Related Stockholder Matters.

The following table set forth the beneficial  ownership of the Company's  Common
Stock as of July 18,  2007,  (a) by each  director,  (b) by the named  executive
officers,  and (c) by all  persons  known to the  Company  to be the  beneficial
owners of more than 5% of the  Company's  Common Stock and (d) all directors and
executive officers as a group.




















                                       34
<PAGE>
Name and Address               Shares Owned Directly    Percent of
of Beneficial Owners (1)       and Indirectly           Class (2)
------------------------       ---------------------    ---------
James Miles                         4,300                  .19%
420 Private Rd. 52363
Pittsburg, TX 75686

Gary W. Havener   (3)
Sinan Corp.                       103,400                 4.46%
P.O. Box 121697
Ft. Worth, TX 76121

R. Allen Wahl                       4,400                  .19%
13 Collinway Place
Dallas, TX 75230

Clark D. Wraight
Antenna Products Corporation       80,000                 3.45%
101 S.E. 25th Ave.
Mineral Wells, TX 76067


James Kenney                        3,700                  .16%
4131 N. Central Expressway
Suite 930
Dallas, TX 75204

Dennis Maunder                        800                  .04%
401 Baker Cutoff Rd.
Weatherford, TX 76087

Vernon Bryant, Jr.                    500                  .02%
1712 Carleton Avenue
Fort Worth, TX 76107
------------------------       ---------------------    ---------
All directors and officers        197,100                 8.50%
of PHAZAR CORP
as a group (Seven Persons)

     (1) The persons  named  herein have sole voting and  investment  power with
         respect to all shares of Common  Stock shown as  beneficially  owned by
         them,  subject to community  property laws where applicable and subject
         to the Texas laws for personal holding companies, as applicable.

     (2) Based on total outstanding shares of 2,318,128 as of July 18, 2007

     (3) Sinan Corp.,  wholly  owned by Mr.  Havener and his  children,  owns of
         record  100,000  of  these  shares  representing  4.31%  of  the  total
         outstanding  shares.  Mr.  Havener as President of Sinan Corp. has sole
         voting and investment  power with respect to all shares of common stock
         shown as beneficially owned by Sinan Corp.

Item 12. Certain Relationships and Related Transactions.

None


                                       35
<PAGE>
Item 13. Exhibits and Reports on Form 8-K.

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

     1.  Financial Statements.  The following consolidated  statements of PHAZAR
         CORP and subsidiaries and related notes are presented in Item 7:

         Consolidated Balance Sheets - May 31, 2007, and 2006

         Consolidated  Statements of Operations - Years Ended May 31, 2007,  and
         2006

         Consolidated  Statement of  Shareholders'  Equity - Years Ended May 31,
         2007, and 2006

         Consolidated  Statements of Cash Flows - Years Ended May 31, 2007,  and
         2006

         Notes To Consolidated Financial Statements

     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.

         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

         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

         10.(b)  BAE  SYSTEMS ATI  Contract  dated May 5, 2003  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, 2003, filed on February 20, 2004

                 BAE SYSTEMS ATI Subcontract  dated April 23, 2004  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

                 Public Works and  Government  Services,  Canada,  Department of
                 Defence,  dated July 15, 2004  incorporated by reference to the
                 like numbered exhibit in the  registrant's  quarterly report on
                 Form 10-QSB for the fiscal quarter ended August 31, 2004, filed
                 on October 5, 2004



                                       36
<PAGE>
                 BAE   SYSTEMS  ATI   Subcontract   dated   January  25,   2005,
                 incorporated by reference to the registrant's Form 8-K filed on
                 February 7, 2005

                 BAE SYSTEMS ATI Subcontract  dated June 14, 2005,  incorporated
                 by reference to the like numbered  exhibit in the  Registrant's
                 quarterly  report on Form 10-QSB for the fiscal  quarter  ended
                 August 30, 2005, filed on October 10, 2005

                 Departure  of  Directors  or  Principal  Officers;  Election of
                 Directors; Appointment of Principal Officers, dated October 19,
                 2006  incorporated by reference to the like numbered exhibit in
                 the Registrant's Form 8-K filed on October 23, 2006

         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

         15.     Independent Auditor's Report dated August 23, 2007

         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

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

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

         32.1    Section 1350 Certification

         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

(b)      Reports on Form 8-K.

         On October 6, 2004, the registrant  filed a Form 8-K for the purpose of
         disclosing the third amendment to the merger  agreement  related to the
         contemplated merger between PHAZAR CORP and YDI Wireless, Inc.

         On November 23, 2004 the registrant filed a Form 8-K for the purpose of
         disclosing the agreement to terminate the  contemplated  merger between
         PHAZAR CORP and YDI Wireless, Inc.

         On February 7, 2005, the registrant filed a Form 8-K for the purpose of
         disclosing  the  BAE  SYSTEMS  subcontract  award  granted  to  Antenna
         Products Corporation, a wholly owned subsidiary of PHAZAR CORP.

         On October 23, 2006, 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

                                       37
<PAGE>
Item 14.  Principal Accountant Fees and Services.

AUDIT FEES

General

     During fiscal year 2007, the Company paid Weaver & Tidwell,  L.L.P. fees in
the aggregate amount of  approximately  $66,280.  Of this amount,  approximately
$57,300 were fees for the fiscal year 2006 year end audit and quarterly services
for fiscal year 2007.

Financial Information Systems Design and Implementation Fees

     Weaver & Tidwell,  L.L.P.  did not render any services related to financial
information systems design and implementation during fiscal year 2007.

All Other Fees

     Weaver & Tidwell,  L.L.P.  rendered other services consisting  primarily of
tax  consulting,  due diligence  assistance  and audits of the  Company's  other
entities within the consolidated group for statutory filing purposes.  Aggregate
fees  billed for all other  services  rendered by Weaver & Tidwell,  L.L.P.  for
fiscal year 2007 were $8,980.


































                                       38
<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 22, 2007

                                   PHAZAR CORP


                                   /s/ James Miles
                                   --------------------------------
                               BY: James Miles
                                   Principal Executive Officer and Director


         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/ Clark D. Wraight
-------------------------------   Principal Financial           August 22, 2007
Clark D. Wraight                  Officer and Principal
                                  Accounting Officer
                                  and Director

/s/ Gary W. Havener
-------------------------------   Director                      August 22, 2007
Gary W. Havener


/s/ James Kenney
-------------------------------   Director                      August 22, 2007
James Kenney


/s/ R. Allen Wahl
------------------------------    Director                      August 22, 2007
R. Allen Wahl


/s/ Dennis Maunder
------------------------------    Director                      August 22, 2007
Dennis Maunder


/s/ Vernon Bryant, Jr.
------------------------------    Director                      August 22, 2007
Vernon Bryant, Jr.




                                       39
<PAGE>
                                  EXHIBIT INDEX


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.(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) - BAE  SYSTEMS ATI  Contract  dated May 5, 2003  incorporated  by
                 reference  to the like  numbered  exhibit  in the  Registrant's
                 Annual Report on Form 10-KSB/A for the year ended May 31, 2003,
                 filed on February 20, 2004

                 BAE SYSTEMS ATI Subcontract dated April 23, 2004,  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

                 Public Works and  Government  Services,  Canada,  Department of
                 Defence, dated July 15, 2004,  incorporated by reference to the
                 like numbered exhibit in the  registrant's  quarterly report on
                 Form 10-QSB for the fiscal quarter ended August 31, 2004, filed
                 on October 5, 2004.

                 BAE   SYSTEMS  ATI   Subcontract   dated   January  25,   2005,
                 incorporated by reference to the registrant's Form 8-K filed on
                 February 7, 2005

                 BAE SYSTEMS ATI Subcontract  dated June 14, 2005,  incorporated
                 by reference to the like numbered  exhibit in the  Registrant's
                 quarterly  report on Form 10-QSB for the fiscal  quarter  ended
                 August 30, 2005, filed on October 10, 2005

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 15. -    Independent Auditor's Report dated August 23, 2007.

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



                                       40
<PAGE>
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

















































                                       41