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, 2005

                                       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
Securities registered pursuant to Section 12(g) of the Act:

                               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 [ ]

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 ]

The Company's net sales for Fiscal Year ended May 31, 2005, was $11,614,785.

As of July 15, 2005,  2,256,028  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 Smallcap  Market) held by  non-affiliates  (2,093,128
shares) was approximately $47,200,036.

DOCUMENTS INCORPORATED BY REFERENCE

None

Transitional Small Business Disclosure Format (check one):  Yes [   ]  No [ X ]
================================================================================
<PAGE>

                                     PART 1


Item 1.  Description of Business.


General

PHAZAR CORP  operates as a holding  company with Antenna  Products  Corporation,
Tumche Corp. (fka Phazar Aerocorp,  Inc.), Phazar Antenna Corp. and Thirco, Inc.
as its subsidiaries.  Antenna Products Corporation, and Phazar Antenna Corp. are
operating subsidiaries with Thirco, Inc. serving as an equipment leasing company
to PHAZAR CORP's  operating units.  PHAZAR 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 and at: //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, guyed and self supported towers, support structures,  masts and
communication accessories worldwide. Customers include the U.S. Government, both
military and civil agencies,  U.S.  Government prime  contractors and commercial
clients.  Examples of Antenna Products  Corporation's U.S.  Government  supplied
products include 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
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 $316,203
at May 31,  2005,  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, 2005,
and the fiscal year ended May 31, 2004,  as a percentage  of total sales are, as
follows:




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<PAGE>
                                    For fiscal year           For fiscal year
                                    ended May 31, 2005       ended May 31, 2004
                                    ------------------       ------------------
Antenna Sales                               15%                      3%

Shipboard Equipment Sales                   1%                       1%

Instrument Landing System Sales             7%                       8%

Collinear Antenna Sales                     6%                       7%

Tower Sales                                 4%                       1%

Mast Sales                                  1%                       2%

Standard Product Sales                      0%                       2%

Spares and Accessories Sales                9%                       11%

Commercial Antenna Sales                    4%                       6%

BAE SYSTEMS ATI Sales                       53%                      59%

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 markets and has a
limited  amount of foreign  sales.  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 2005,  BAE SYSTEMS  ATI was the single  largest
customer and  accounted  for 53% of the total sales  volume.  DND Canada was the
second  largest  customer  and  accounted  for  11% of  total  sales.  The  U.S.
Government  was the third largest  customer and accounted for 8% of total sales.
Orders for  equipment in some of these  product  categories  are in backlog and,
therefore,  BAE SYSTEMS  ATI and the U.S.  Government  are  expected to be major
clients again in 2006.

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 it  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

                                       3
<PAGE>
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
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
15% of total inventory,  $316,203 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 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  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 that 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  from 2% to 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 2005,  Antenna  Products  Corporation  invested  2.9% of sales in


                                       4
<PAGE>
independent  research  and  development  (R&D) and bid and  proposal  activities
(B&P).  The level of expenditures as a ratio to sales is expected to continue at
this  level in 2006.  The  level of  expenditures  for R&D and B&P as a ratio to
sales was 2.1% of sales in 2004. 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. (fka Phazar Aerocorp, Inc.)

On May 31, 2003 PHAZAR CORP sold the assets and business of Phazar Aerocorp Inc.
to Phaero  LLC, a new  corporation  that was formed by Gary  Havener,  principal
shareholder and President of PHAZAR CORP and Brian Perryman,  General Manager of
Phazar  Aerocorp Inc.  Phaero LLC  purchased the assets of Phazar  Aerocorp Inc.
including the name Phazar  Aerocorp and assumed the  liabilities,  including all
indebtedness   and  lease   obligations  of  Phazar  Aerocorp  Inc.  except  the
intercompany  debt.  Phaero LLC also assumed PHAZAR CORP's  subsidiary,  Antenna
Products  Corporation's  $800,000  indebtedness to Sinan Corp. as a condition of
the sale.

On June 16, 2003 the name of Phazar  Aerocorp  Inc.  was changed to 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 embedded
Bluetooth market  applications.  This product line complements  Antenna Products
Corporations  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,  2005,  amounted  to
approximately  4% of total  sales.  We expect that for fiscal year ended May 31,
2006  this  percentage  will be  approximately  6%.  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
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 does not
employ  any full  time  employees  and  does not  intend  to  employ  any in the
foreseeable  future.  Thirco does not intend to engage in any  outside  business
transactions.





                                       5
<PAGE>
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 $4.4  million at year-end.  This  compares to $6.8 million in backlog at the
end of fiscal year 2004. On June 20, 2005, Antenna Products Corporation received
a $1,733,482  installation  contract from BAE SYSTEMS ATI. As the result of this
order,  the total backlog as of June 20, 2005, was  approximately  $6.3 million.
Over 95% of this backlog will be delivered in the 2006 fiscal year.

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 15, 2005,  Antenna  Products  Corporation  and Phazar  Antenna  Corp.
combined  employed a total of eighty-nine  employees,  eighty-five full time and
four part time.  Of the  eighty-nine,  ten are  employed in  administration  and
sales, nine in engineering and technical support,  and seventy in manufacturing.
None of Antenna  Products  Corporation and Phazar Antenna Corp.'s  employees are
subject to collective bargaining agreements.

Thirco 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
2005, and 2004 were 14.8% and 4.5%, 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


                                       6
<PAGE>
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 owns a fifty-acre  test site in Mineral Wells,  Texas.  The site includes
three  buildings with 28,000 square feet of space.  The space is currently being
leased to Antenna  Products  Corporation  for test activity with some storage of
inventory.  The two larger buildings, if needed, are suitable with rearrangement
and some conversion expense, for additional manufacturing utilization.

Item 3.  Legal Proceedings.

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 2005.

                                     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 Smallcap 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 2003                         3.00             1.90
November 2003                       5.37             2.46
February 2004                       9.19             4.70
May 2004                            8.80             4.45

August 2004                         6.90             3.06
November 2004                      13.00             3.29
February 2005                      53.96             10.11
May 2005                           32.17             15.18



                                       7
<PAGE>
Holders

At July 15, 2005,  there were  approximately  3,563  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  1,000 shares of PHAZAR CORP common  stock.  Also,  as
partial  consideration  for attending the PHAZAR CORP audit committee  meetings,
James  Miles,  James  Kenny and R. Allen Wahl each  received an  additional  400
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 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
                           -------------------------
                                      2005                   2004
                               -----------------      ------------------
Net sales                      $     11,614,785       $      11,713,910
Net income                     $      1,737,288       $       1,422,113

Income per share               $           0.77       $            0.65

Total assets                   $      6,839,740       $       5,718,331

Long term debt                 $              -       $         568,114

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.





                                       8
<PAGE>
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, 2005, as a percentage of total
sales were BAE  SYSTEMS ATI 53 percent,  DND Canada 11  percent,  United  States
Government  8 percent and Thales ATM,  Inc. (a prime  contractor  to the Federal
Aviation Administration for Instrument Landing Systems) 5 percent.

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.



                                       9
<PAGE>
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  reasonable  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
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 of the separate income tax return basis.

Results of Operations

Year ended May 31, 2005 ("2005") compared with year ended May 31, 2004 ("2004")

PHAZAR CORP's  consolidated  sales from  operations  were  $11,614,785  in 2005,
compared to consolidated  sales from  operations of $11,713,910 in 2004.  PHAZAR
CORP recorded a net profit of  $1,737,288  in 2005,  compared to a net profit of
$1,422,113 in 2004.

PHAZAR CORP's net income  increased  $315,175 or 22% on 1% lower sales in fiscal
year 2005,  compared to fiscal year ended May 31, 2004.  The increase was due to
improved  margins  on  products  sold  during the year  ended May 31,  2005.  On
February 7, 2005, Antenna Products  Corporation  received a production  contract
from BAE SYSTEMS ATI for  $3,723,531  to produce 270 low band  antenna  matching
unit assemblies and 346 high band antenna matching unit assemblies.  PHAZAR CORP
recognized revenue of $887,268 in fiscal year 2005, on this contract. Due to the
work in process on this contract,  inventories increased  approximately $300,000
in the fourth  quarter of fiscal  year 2005.  The  firm-fixed  price  production
contract has a scheduled  completion  date of September 12, 2005. The $1,733,482
installation  contract  received  from BAE SYSTEMS ATI on June 20,  2005,  has a
scheduled completion date of November 1, 2005.

The BAE SYSTEMS ATI  production  contract  includes two  milestone  payments and
delivery payments as shown below:






                                       10
<PAGE>
         Milestone Date                              Schedule Amount
         --------------                              ---------------
         February 7, 2005                            $       494,946
         March 15, 2005                              $       249,760
                                                     ===============
                                    Total Milestones $       744,706

         Delivery Dates                              Schedule Amount
         --------------                              ---------------
         June 27, 2005                               $       683,345
         July 18, 2005                               $       669,018
         August 8, 2005                              $       632,859
         August 29, 2005                             $       633,460
         September 12, 2005                          $       360,143
                                                     ===============
                             Total Delivery Payments $     2,978,825

When a milestone payment is received,  it is recorded on the balance sheet under
current assets as cash and under current  liabilities as deferred  revenue:  BAE
SYSTEMS ATI. PHAZAR CORP totals material costs, labor costs,  overhead costs and
profit on the contract work orders monthly and recognized this amount as revenue
at the end of the month.  The amount  recognized  as revenue on the  contract is
applied against the deferred revenue,  reducing the deferred revenue balance. As
of May 31, 2005,  deferred  revenue recorded under the contract is $0. As of May
31, 2005, this contract is on schedule and it is anticipated that the balance of
the production  contract value,  approximately  $2,800,000 and the  installation
contract  value of  $1,733,482  will be  recognized  in the first six  months of
fiscal year 2006.

United  States  Government  contracts  contain  a  provision  that  they  may be
terminated at any time for the convenience of the Government.  This provision is
included in the BAE SYSTEMS ATI  contract.  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, causing a
delay or cancellation of this contract and any potential  follow-on work,  makes
it impossible to accurately  predict whether  revenues will increase or decrease
in the upcoming year.

Orders  decreased in both military and commercial  markets from a total of $13.4
million in 2004 to $9.2 million in 2005.  This resulted in an ending  backlog of
firm  orders at May 31,  2005,  of $4.4  million,  down from the prior  year-end
backlog of $6.8 million.  The year-end  backlog  includes the balance on the BAE
SYSTEMS  ATI  contract  of $2.8  million.  On June 20,  2005,  Antenna  Products
Corporation received a $1,733,482 installation contract from BAE SYSTEMS ATI. As
a result of this order, the total backlog as of June 20, 2005, was approximately
$6.3  million.  Over 95% of this  backlog  will be  delivered in the 2006 fiscal
year.

Cost of sales and contracts for the  operations and gross profit for fiscal year
2005, were $7.49 million and $4.12 million, respectively. For the same period in
2004, cost of sales and contracts for the operations and gross profit were $8.23
million  and $3.48  million,  respectively.  The  gross  profit  margin  for the
operations  for fiscal year 2005,  was 35% compared to 30% in 2004. The increase
in  gross  margin  is  due to the  mix of  products  sold  in  2005.  Sales  and
Administration expenses were $1.61 million in 2005, compared to $1.31 million in


                                       11
<PAGE>
2004. When expressed as a ratio to sales, sales and administration expenses were
14% of sales in 2005, compared to 11% in 2004. Sales and administration expenses
increased  when  charges to overhead  accounts  increased  and labor  charges to
contract  work orders  decreased.  Operating  margins  increased to 22% in 2005,
compared to 19% in 2004 due to the lower cost of sales and  contracts on the mix
of  products  sold.  Bid  and  proposal  activities  and  discretionary  product
development  spending totaled $331,810,  or 2.9% of sales in 2005. This compares
to $240,314 or 2.1% of sales in 2004.  The  increase  in  discretionary  product
development  was  required  to develop  new  wireless  antennas  for  commercial
applications. Interest expense for the operations decreased from $51,716 in 2004
to $14,820 in 2005,  due to the payment in full of a mortgage  note to a bank on
October 1, 2004.

Income from operations before income taxes was $2,645,337 in 2005, compared to a
pre-tax income of $2,153,377 in 2004.

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:

                                               2005           2004
                                            ----------     ----------
Beginning balance                           $ 211,000      $  30,000
Cost incurred for rework                    $ (12,526)     $ (37,190)
Accrual for current year estimate           $  99,329      $ 211,000
Change in accrued estimate                  $(198,474)     $   7,190
                                            ---------      ---------
Ending balance                              $  99,329      $ 211,000

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, 2005, PHAZAR
CORP had a tangible net worth of $6.0  million and Antenna  Products had working
capital of $4.3 million.  As of May 31, 2005,  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 is renewable in
September  2005. The BAE SYSTEMS ATI contract  milestone  payments  schedule was
designed to provide Antenna  Products  Corporation with the cash to purchase the
material for the contract without drawing on the Company's line of credit. As of
May 31,  2005,  Antenna  Products  Corporation  has  received  $745  thousand in
milestone payments.  Milestone payments received in advance of the completion of
the  related  phase of the BAE  SYSTEMS ATI  contract  are  recorded as deferred
revenue when received.  With customer funding in place on this contract,  PHAZAR
CORP  believes  that its cash  and the  credit  available  at May 31,  2005,  is
sufficient to fund the Company's operations for at least 12 months.

                                       12
<PAGE>
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 2005, capital expenditures for
new and replacement  equipment totaled approximately $0. The Company anticipates
that the existing  facilities and equipment are adequate to handle the projected
business in fiscal year 2006 and  intends to limit the 2006  capital  program to
less than $250,000 for improvements and new equipment.

At May 31,  2005,  PHAZAR  CORP had cash and  cash  equivalents  of  $2,677,523.
Deferred revenue recorded under the BAE SYSTEMS ATI contract at May 31, 2005, is
$0.

The decrease in accounts receivable to $663,098 at May 31, 2005, from $1,803,444
at May 31, 2004, and the increase in cash and cash  equivalents from $717,865 at
May 31, 2004,  to  $2,677,523  at May 31, 2005,  reflects the  completion of the
prior BAE SYSTEMS ATI contracts and payments of invoices.  The backlog of orders
was $1.6  million on May 31,  2005,  compared to $1.6  million on May 31,  2004,
excluding  the BAE  SYSTEMS  ATI  contracts.  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 increase in the
first quarter of fiscal year 2006. The increase in accounts  payable and accrued
expenses to $793,194 at May 31, 2005,  from  $676,995 at May 31, 2004,  reflects
the material  purchased  for the BAE SYSTEMS ATI  contract  and other  contracts
currently in  production.  Inventories  increased to $2,065,539 at May 31, 2005,
from  $1,455,450  at May 31,  2004,  due to the  increase  in work in process to
$1,204,466  at May 31,  2005,  from  $467,582  at May 31,  2004,  on  items  not
scheduled to ship until the first quarter of fiscal year 2006.

Cash  provided by the operating  activities in the year ended May 31, 2005,  was
$2,487,576  compared to cash provided by  operations of $1,822,851  for the same
period in 2004.  $1,737,288 of cash provided by operating  activities at May 31,
2005,  represented PHAZAR CORP's net income compared to $1,422,113 net income at
May 31, 2004.

Cash  used in  investing  activities  in the year  ended  May 31,  2005,  was $0
compared to cash used in investing activities of $222,369 for the same period in
2004. In the years ended May 31, 2005, and 2004, these amounts related primarily
to capital expenditures for production machinery and test equipment.

Cash used in financing  activities in the year ended May 31, 2005,  was $527,918
compared to cash used in financing  activities of $1,073,605 for the same period
in 2004.  The financing  activities  for the year ended May 31, 2005,  consisted
primarily  of  payment  in full of long  term debt  with a bank.  The  financing
activities for the year ended May 31, 2004,  consisted  primarily of payments on
the revolving  demand line of credit with a bank and principal  payments on long
term debt.  Antenna  Products  Corporation  had a  long-term  bank note for $1.2
million  collateralized by the Antenna Products Corporation plant, property, and
equipment.  The $631,918 balance of this long-term bank note was paid in full on
October 1, 2004.

Item 7.  Financial Statements.

PHAZAR CORP consolidated  financial statements for the fiscal year ended May 31,
2005.


                                       13
<PAGE>
                                 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, 2005, AND MAY 31, 2004

                                     ASSETS

                                                        2005         2004
                                                  ------------- -------------
CURRENT ASSETS
 Cash and cash equivalents                        $  2,677,523  $    717,865
 Accounts receivable:
  Trade, net of allowance for doubtful
   accounts of $7,021 in 2005, and 2004                437,820     1,673,065
   United States Government                            225,278       130,379
Inventories                                          2,065,539     1,455,450
Prepaid expenses and other assets                       74,278        63,069
Deferred income taxes                                   62,342       115,138
                                                  ------------  ------------
  Total current assets                               5,542,780     4,154,966

Property and equipment, net                          1,290,710     1,475,316

Identifiable intangible assets                           6,250        88,049
                                                  ------------  ------------
TOTAL ASSETS                                      $  6,839,740  $  5,718,331
                                                  ============  ============



























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


                                       15
<PAGE>
                          PHAZAR CORP AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                         MAY 31, 2005, AND May 31, 2004

                      LIABILITIES AND SHAREHOLDERS' EQUITY

                                                        2005        2004
                                                  ------------- -------------
CURRENT LIABILITIES
 Current portion of long-term debt                $          -  $     63,804
 Accounts payable                                      172,275        64,285
 Accrued expenses                                      620,918       612,710
 Income tax payable                                     54,656       310,751
                                                  ------------  ------------
Total current liabilities                              847,849     1,051,550
                                                  ------------  ------------
Long-term debt                                               -       568,114
Deferred income taxes                                   19,133        69,914
                                                  ------------  ------------
  Total long-term liabilities                           19,133       638,028
                                                  ------------  ------------
  Total liabilities                                    866,982     1,689,578
                                                  ------------  ------------
COMMITMENTS AND CONTINGENCIES                                -             -

SHAREHOLDER'S 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 2,256,028 and 2,197,828
  issued and outstanding                                22,561        21,979
 Additional paid in capital                          3,035,164     2,829,029
 Retained earnings                                   2,915,033     1,177,745
                                                  ------------  ------------
   Total shareholders' equity                        5,972,758     4,028,753
                                                  ------------  ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY        $  6,839,740  $  5,718,331
                                                  ============  ============








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, 2005, AND MAY 31, 2004


                                                        2005        2004
                                                  ------------- -------------
Sales and contract revenues                       $ 11,614,785  $ 11,713,910
Cost of sales and contracts                          7,492,185     8,232,995
                                                  ------------  ------------
 Gross Profit                                        4,122,600     3,480,915
Sales and administration expenses                    1,605,070     1,306,380
                                                  ------------  ------------
 Operating Profit                                    2,517,530     2,174,535
                                                  ------------  ------------
Other income (expense)
   Interest expense                                    (14,820)      (51,716)
   Interest income                                       3,861           700
   Other income                                        138,766        29,858
                                                  ------------  ------------
Total other income (expense)                           127,807       (21,158)
                                                  ------------  ------------
Income from operations before income taxes           2,645,337     2,153,377

Income tax provision                                   908,049       731,264
                                                  ------------  ------------
Net Income                                        $  1,737,288  $  1,422,113
                                                  ============  ============
Basic earnings per common share                   $       0.77  $       0.65
                                                  ============  ============
Diluted earnings per common share                 $       0.75  $       0.63
                                                  ============  ============












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, 2005, AND MAY 31, 2004



                             Common Stock
                             ------------    Additional
                             Number            Paid In   Retained
                           of Shares Amount    Capital   Earnings       Total
                           --------- ------- ----------- ----------- ----------
BALANCE, MAY 31, 2003      2,182,028 $21,820 $ 2,765,539 $ (244,368) $2,542,991

Stock issued to Directors     10,800     109      53,540          -      53,649

Stock options exercised        5,000      50       9,950          -      10,000

Net income                         -       -           -  1,422,113   1,422,113
                           --------- ------- ----------- ----------  ----------
BALANCE, MAY 31, 2004      2,197,828  21,979   2,829,029  1,177,745   4,028,753

Stock issued to Directors      6,200      62     102,655          -     102,717

Stock options exercised       52,000     520     103,480          -     104,000

Net income                         -       -           -  1,737,288   1,737,288
                           --------- ------- ----------- ----------  ----------
BALANCE, MAY 31, 2005      2,256,028 $22,561 $ 3,035,164 $2,915,033  $5,972,758
                           ========= ======= =========== ==========  ==========























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, 2005, AND MAY 31, 2004

                                                        2005        2004
                                                  ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
 Net income                                       $  1,737,288  $  1,422,113

 Adjustments to reconcile net income
  to net cash provided by operating activities

  Depreciation                                         184,606       255,615
  Amortization                                          81,799        96,981
  Stock based compensation                             102,717        53,649
  Deferred federal income tax                            2,015        42,144
  Loss on disposal of fixed assets                           -         1,220
  Changes in assets and liabilities:
  Accounts receivable                                1,140,346      (818,888)
  Inventory                                           (610,089)      235,266
  Prepaid expenses                                     (11,209)        5,245
  Income taxes receivable                                    -         2,000
  Accounts payable                                     107,990        (3,116)
  Accrued expenses                                       8,208       226,186
  Income taxes payable                                (256,095)      304,436
                                                  ------------  ------------
   Net cash provided by operating activities         2,487,576     1,822,851
                                                  ------------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of property and equipment                          -      (222,369)
                                                  ------------  ------------
   Net cash used in investing activities                     -      (222,369)

















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, 2005, AND MAY 31, 2004

                                                        2005        2004
                                                  ------------- -------------

CASH FLOWS FROM FINANCING ACTIVIITES
 Net payments under bank lines of credit          $          -  $ (1,020,000)
 Principal payments on long-term debt                 (631,918)      (63,605)
 Proceeds from exercise of stock options               104,000        10,000
                                                  ------------  ------------
   Net cash used in financing activities              (527,918)   (1,073,605)
                                                  ------------  ------------
   Net increase in cash and cash equivalents         1,959,658       526,877

CASH AND CASH EQUIVALENTS, beginning of year      $    717,865  $    190,988
                                                  ------------  ------------
CASH AND CASH EQUIVALENTS, end of year            $  2,677,523  $    717,865
                                                  ============  ============
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION
 Cash paid during the period for:
  Interest (none capitalized)                     $     14,820        51,716
                                                  ============  ============
   Income taxes paid                              $  1,162,130  $    370,550
                                                  ============  ============
SCHEDULE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES

 Stock based compensation                         $    102,717  $     63,649
                                                  ============  ============





















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. (fka Phazar Aerocorp, Inc.)
     and  Thirco,  Inc.  as its  wholly  owned  subsidiaries.  Antenna  Products
     Corporation  is an operating  Subsidiary  that  designs,  manufactures  and
     markets antenna systems,  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:

                                                       2005         2004
                                                       ----         ----
        BAE SYSTEMS ATI                                 53%          59%
        DND Canada                                      11%           0%
        Federal Government                               8%           8%
        Thales ATM, Inc. (fka AIRSYS ATM, Inc.)          5%           4%

     At May 31, 2005, and 2004, trade receivables from four customers  comprised
     approximately 57% and 84%, 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,  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  supplied  products  include  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 panel, sector,
     omnidirectional  and closed  loop PCS  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,  2005,  and  2004,  were  approximately   $302,000  and  $226,000,
     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 three months
     or less.

   Stock-based Employee Compensation

     The Company accounts for 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.  No  stock  options  were  granted  in 2005,  or 2004
     therefore there were no pro-forma effects on earnings to disclose using the
     fair value method under FASB 148.

     The Financial  Accounting Standards Board has issued Statement of Financial
     Accounting   Standards   (SFAS)  No.  123,   "Accounting   for  Stock-Based
     Compensation",  which provides for an alternative  measure of  compensation
     cost based on the fair value of the options  granted.  The fair value of an
     option  is based on the  intrinsic  value as well as the time  value of the
     option. The Company has adopted the disclosure provisions of SFAS No. 123.

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





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

     Earnings per share are computed by dividing net income available for common
     stock by the weighted  average number of common shares  outstanding  during
     the year.  Weighted average shares outstanding were 2,242,056 and 2,190,080
     for the years ended May 31, 2005, and 2004, respectively.

Dilutive  effect of stock options  outstanding  for the year ended May 31, 2005,
and May 31, 2004, are computed as follows:

                                                       2005          2004
                                                  ------------- -------------
Numerator:
  Net income                                      $  1,737,288  $  1,422,113
                                                  ------------  ------------
  Numerator for basic and diluted earnings           1,737,288     1,422,113
per share

Denominator:
  Weighted-average shares outstanding-basic          2,242,056     2,190,080

Effect of dilutive securities:
  Stock options                                         76,480        75,905
                                                  ------------  ------------
Dilutive potential common shares                        76,480        75,905
                                                  ------------  ------------
  Denominator for diluted earnings per share-
    Weighted-average shares                          2,318,536     2,265,985
                                                  ============  ============
    Basic earnings per share                      $       0.77  $       0.65
                                                  ============  ============
    Diluted earnings per share                    $       0.75  $       0.63
                                                  ============  ============

Deferred Revenue

     In April  2003,  Antenna  Products  Corporation  was  awarded a  $6,227,008
     contract from BAE SYSTEMS ATI to  manufacture a high power,  high-frequency
     antenna  system  in  Alaska.  The  fixed-price  contract  had  a  scheduled
     completion  date of July  31,  2004,  and  stipulated  scheduled  milestone
     payments  throughout the contract period. In January 2004, Antenna Products
     Corporation  was awarded a $603,626  contract  from BAE SYSTEMS ATI to pack
     and ship the  antenna  system to Alaska.  The  fixed-price  contract  had a
     scheduled  completion  date of July  31,  2004,  and  stipulated  scheduled
     milestone  payments  throughout the contract period. In April 2004, Antenna
     Products Corporation was awarded a $5,393,247 contract from BAE SYSTEMS ATI
     to install the antenna  system in Alaska.  The  fixed-price  contract had a
     scheduled  completion  date of November 4, 2004, and  stipulated  scheduled
     milestone  payments  throughout  the contract  period.  In February,  2005,
     Antenna  Products  Corporation  was awarded a $3,723,531  contract from BAE
     SYSTEMS ATI to  manufacture  270 low band and 346 high band  matching  unit
     assemblies for the antenna system in Alaska. The fixed-price contract has a
     scheduled completion date of November 1, 2005, and stipulates two milestone
     payments in the beginning of the contract  period.  Milestone  payments are
     received in advance of the  completion of the related phase of the contract


                                       24
<PAGE>
NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

     and 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. These estimates are subject to change in the near term and
     could  significantly  impact the  financial  statements.  Deferred  revenue
     recorded  under the contract at each of the years ended May 31,  2005,  and
     May 31, 2004, 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  January  2003,  the FASB  issued  FIN 46,  "Consolidation  of  Variable
     Interest  Entities"  (VIE's),  an  interpretation  of  Accounting  Research
     Bulletin No. 51. FIN 46 requires certain variable  interest  entities to be
     consolidated  by the  primary  beneficiary  of  the  entity  if the  equity
     investors in the entity do not have the  characteristics  of a  controlling
     financial  interest or do not have sufficient equity at risk for the entity
     to finance its activities without additional subordinated financial support
     from other  parties.  In December  2003,  the FASB issued FIN 46R  (revised
     December  2003),  which delays the effective date of the application of FIN
     46 to  non-special  purpose VIE's  acquired or created  before  February 1,
     2003,  to the  interim  period  ending  December  31,  2004,  and  provides
     additional technical  clarifications to implementation issues. The adoption
     of this standard did not have a material impact on the Company's  financial
     statements.

     In November 2004 the FASB issued SFAS Statement 151,  Inventory Costs. SFAS
     No. 151 clarifies that abnormal amounts of idle facility expense,  freight,
     handling costs, and spoilage should be recognized as current-period charges
     and  requires the  allocation  of fixed  production  overheads to inventory
     based on the normal capacity of the production facilities. This standard is
     effective for the Company for the first fiscal period  beginning after June
     15, 2005.  The adoption of this standard is not expected to have a material
     impact on the Company's financial statements.

     In December 2004 the FASB issued SFAS Statement 123R,  Share Based Payment.
     SFAS  No.  123R  requires  all  share-based  payments  to  employees  to be
     recognized  in the  income  statement  based  on  fair  values.  Pro  forma
     disclosure is no longer an  alternative.  The standard is effective for the
     Company for the first fiscal period  beginning after December 15, 2005. The
     adoption of this standard is not expected to have a material  impact on the
     Company's financial statements.

     In  December  2004  the  FASB  issued  SFAS  Statement  153,  Exchanges  of
     Nonmonetary  Assets,  an  amendment  of APB Opinion No. 29. SFAS No. 153 is
     based on the  principle  that  exchanges of  nonmonetary  assets  should be
     measured  based  on the fair  value of the  assets  changed.  AFAS No.  153
     eliminates  an exception to this  principle  provided by Opinion No. 29 for


                                       25
<PAGE>
NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

     exchanges  of similar  productive  assets and replaced it with an exception
     for exchanges of nonmonetary assets that do not have commercial  substance.
     This standard is effective for nonmonetary  asset  exchanges  occurring the
     fiscal  periods  beginning  after June 15,  2005 with  earlier  application
     permitted. The adoption of this standard is not expected to have a material
     impact on the Company's financial statements.

NOTE 3.  INVENTORIES

   The major components of inventories are as follows:

                                                      2005         2004
                                                 ------------- -------------
     Raw materials                               $    544,870  $    609,808
     Work in process                                1,204,466       467,582
     Finished goods                                   316,203       378,060
                                                 ------------  ------------
     Total inventories                           $  2,065,539  $  1,455,450
                                                 ============  ============

     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,  2005,  and May 31,  2004,  were
     $740,683 and $527,884, 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     2005          2004
                                   ----------- ------------- -------------

      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     3,406,569
      Automobiles and equipment        3 years      106,898       106,898
      Office furniture and fixtures   10 years      454,266       454,266
                                               ------------  ------------
                                                  6,211,662     6,216,086
      Less accumulated depreciation               4,920,952     4,740,770
                                               ------------  ------------
      Net property and equipment               $  1,290,710  $  1,475,316
                                               ============  ============






                                       26
<PAGE>
NOTE 5.  INTANGIBLE ASSETS

                                                       2005         2004
                                                  ------------- -------------
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                449,593       449,593
       Corp.)
  Accumulated amortization                            (443,343)     (361,544)
                                                  ------------  ------------
                                                  $      6,250  $     88,049
                                                  ============  ============

     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,  2005,  was
     $81,799.  Aggregate amortization expense for each of the next two years are
     as follows:

         2006                                                      $5,000
         2007                                                      $1,250


NOTE 6.  NOTES PAYABLE

     At May 31,  2005,  and 2004,  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,
     2005, and May 31, 2004 was $1,000,000.

     Interest  is  payable  monthly  at the prime rate (6.0% and 4.0% at May 31,
     2005, and 2004,  respectively)  until  September 30, 2005,  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,  2005,  and  May  31,  2004,  long-term  debt  consists  of the
     following:








                                       27
<PAGE>
NOTE 7.  LONG-TERM DEBT - continued
                                                       2005          2004
                                                  ------------- -------------

      Mortgage note to a bank, guaranteed 80%
      by a U.S.  government  agency,  payable
      $10,050 per month,  including  interest
      at the prime rate (6.0% and 4.0% at May
      31,    2005,    and   May   31,   2004,
      respectively)    plus   0.5%   (matures
      September 11, 2011);  collateralized by
      certain  real   estate,   fixtures  and
      assignment  of  life  insurance  policy
      with a principal shareholder.  The note
      is  also   guaranteed  by  a  principal
      shareholder and the Company is required
      to maintain certain covenants including
      $1,000,000  in  working  capital  and a
      ratio of  maximum  debt to net worth of
      seven  to  one.   The  Company  was  in
      compliance  with these covenants at May
      31, 2005,  and May 31,  2004.  The note
      was paid in full on October 1, 2004.        $          -  $    631,918

      Less current portion of long-term debt                 -        63,804
                                                  ------------  ------------
                                                  $          -  $    568,114
                                                  ============  ============





























                                       28
<PAGE>
NOTE 8.  INCOME TAXES

 Components of the income tax provision are as follows:
                                                       2005         2004
                                                  ------------- -------------
   Federal income taxes at statutory rate
            on income before income taxes         $    896,226  $    721,018

 State income taxes statutory rate                       9,378         7,819

 Non-deductible expenses and other                       2,445         2,427
                                                  ------------  ------------
 Total provision                                  $    908,049  $    731,264
                                                  ============  ============
 Deferred portion of provision                    $      2,015  $     42,144
 Current portion of provision                          906,034       689,120
                                                  ------------  ------------
 Total provision                                  $    908,049  $    731,264
                                                  ============  ============

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

                                                       2005         2004
                                                  ------------- -------------
 Deferred tax assets:
   Accounts receivable, due to allowance
       for doubtful accounts                      $      2,387  $      2,388
   Accrued expenses, due to warranty accrual            33,772        71,400
   Accrued expenses, due to vacation accrual            26,183        27,750
   Intangible assets, due to difference
       in amortization                                  93,648        76,411
   Inventories, due to estimated losses
       on contracts                                          -        13,600
                                                  ------------  ------------
   Total deferred tax assets                      $    155,990  $    191,549

   Deferred tax liabilities:

     Property and equipment, principally
       due to difference in depreciation          $   (112,781) $   (146,325)
                                                  ------------  ------------
 Total deferred tax liabilities                   $   (112,781) $   (146,325)
                                                  ------------  ------------
     Net deferred tax assets                      $     43,209  $     45,224
                                                  ============  ============

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

     Current deferred tax assets                  $     62,342  $    115,138
     Long-term deferred tax assets                           -             -
     Long-term deferred tax liabilities                (19,133)      (69,914)
                                                  ------------  ------------
     Net deferred tax assets                      $     43,209  $     45,224
                                                  ============  ============
                                       29
<PAGE>
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 $64,191 and
     $63,144 for the years ended May 31, 2005, and May 31, 2004, 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, 2005.

         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.

     Operating Leases

         The Company  leases  software  under a  noncancelable  operating  lease
         arrangement. Rent expense under this lease agreement during each of the
         years ended May 31, 2005, and May 31, 2004 was $31,925.  Future minimum
         lease obligations under the lease agreement are as follows:


            2006                                            $      5,321
                                                            ------------
                                                            $      5,321


                                       30
<PAGE>
NOTE 9.  COMMITMENTS AND CONTINGENCIES - continued

         The software lease agreement will be paid in full in 2006.

     Legal Proceedings

         During the year ended May 31, 2004,  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 Company intends to vigorously
         appeal the  arbitrator's  finding  through the courts.  The  settlement
         against  the  company is  included  in accrued  expenses on the balance
         sheet at May 31, 2005.

     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:

                                                   2005       2004
                                                ---------   ---------
         Beginning balance                      $ 211,000   $  30,000
         Cost incurred for rework                 (12,526)    (37,190)
         Accrual for current year estimate         99,329     211,000
         Change in accrued estimate              (198,474)      7,190
                                                ---------   ---------
         Ending balance                         $  99,329   $ 211,000
                                                =========   =========

NOTE 10. STOCK OPTIONS

     In 1999, the Board of Directors  approved a stock option plan that provided
     the option to purchase 60,000 shares at $2.00 to an officer of the Company.
     The plan has an  expiration  date of the  earlier of March 31,  2006 or the
     officer's last day of employment.

     During  the  years  ended  May 31,  2005,  and May 31,  2004,  the Board of
     Directors did not grant any stock options.

     A summary of the status of the  Company's  stock  option plan as of May 31,
     2005, and May 31, 2004 and changes for the years then ended are as follows:












                                       31
<PAGE>
NOTE 10. STOCK OPTIONS - continued
                                                         Weighted
                                                          Average
                                                         Exercise
                                               Shares      Price
                                             ---------   --------
         Outstanding at May 31, 2003          135,000        2.00
                  Granted                           -           -
                  Exercised                     5,000        2.00
                  Forfeited                         -           -
                                             --------    --------

         Outstanding at May 31, 2004          130,000        2.00
                  Granted                           -           -
                  Exercised                    52,000        2.00
                  Forfeited                         -           -

         Outstanding at May 31, 2005           78,000        2.00
                                             ========

         Exercisable at May 31, 2005,
           and May 31, 2004                    78,000     130,000
                                             ========    ========

         Weighted averaged remaining
           contractual life (in years) 2001      2.29        2.87
           and 2000 plans at May 31, 2005    ========    ========
           and May 31, 2004







Item 8.  Changes In and Disagreements With Accountants on Accounting
         and Financial Disclosure.

None.


















                                       32
<PAGE>
                                    PART III

Item 9.  Directors and Executive Officers of the Registrant.

                                                                   Director
Name             Age   Principal Occupation                        Since
----             ---   --------------------                        -----
Gary W. Havener   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. and Sinan Corp.  January 1992

Clark D. Wraight  61   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     77   Independent Business Consultant and
                       Past President & COO of Valmont
                       Industries                                  October 1999

James Miles       62   Past Vice President and General Manager,
                       GTE Media Ventures; Past President,
                       Contel of California                        November 1999

James Kenney      64   Executive Vice President and Owner
                       San Jacinto Securities, Inc.                November 1999

     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  currently serves as
President and CEO of PHAZAR CORP and President of Tumche Corp. and Thirco,  Inc.
Mr. Havener also serves as sole director of Antenna Products Corporation, Phazar
Antenna Corp., Tumche Corp. and Thirco, Inc. 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 lattice towers for the communication  industry. Mr. Wahl currently serves as
an independent business consultant since 1985.


                                       33
<PAGE>
     Mr.  Miles  served  as Vice  President  and  General  Manager  of GTE Media
Ventures, a cable television design and operations company, from 1994 until 1999
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 six years.

     Mr. Kenney has served as Executive  Vice President and owner of San Jacinto
Securities  since  1993.  San  Jacinto  Securities  is  an  institutional  stock
brokerage firm.


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
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,  2005,  all  Section  16(a)  filing
requirements applicable to its officers,  directors and ten-percent shareholders
have been filed.

Item 10. Executive Compensation.

Name and Principal
------------------
Position President        Annual Compensation
------------------        -------------------
and CEO
-------            Fiscal Year                         Other Annual
                   Ended May 31 Salary ($) Bonus ($)   Compensation ($)
                   ------------ ---------- ---------   ----------------

Gary W. Havener    2005         $0         $0          $     2,500(1)
                                                       $    98,000(2)

Gary W. Havener    2004         $0         $0          $     4,500(1)
                                                       $    98,000(2)

Gary W. Havener    2003         $0         $0          $     3,000(1)
                                                       $    98,000(3)

   (1)  PHAZAR CORP Director's Fee.
   (2)  Antenna Products Corp. Director's Fee paid
   (3)  Antenna Products Corp. Director's Fee accrued
        Accrued amounts are paid in the following year.





                                       34
<PAGE>
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.  A total of $2,500 and
1,000 shares was paid each to Gary W. Havener,  Clark D. Wraight, R. Allen Wahl,
James Kenney and James Miles in the fiscal year ended May 31, 2005.

Compensation  for PHAZAR  CORP audit  committee  members is set at $250 plus 100
shares of PHAZAR CORP common stock for each audit  committee  meeting  attended.
$1,000 and 400 shares were paid each to James  Kenney,  James Miles and R. Allen
Wahl in the fiscal year ended May 31, 2005.

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 15,  2005,  (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.

Name and Address                 Shares Owned Directly      Percent of
of Beneficial Owners (1)         and Indirectly             Class (2)

------------------------         ---------------------      ---------
Gary W. Havener   (3)
Sinan Corp.                      101,800                    4.5%
P.O. Box 121697
Ft. Worth, TX 76121

R. Allen Wahl                      1,800                     .08%
13 Collinway Place
Dallas, TX 75230

Clark D. Wraight
Antenna Products Corporation      53,600                    2.38%
101 S.E. 25th Ave.
Mineral Wells, TX 76067

James Miles                        2,400                     .11%
420 Private Rd. 52363
Pittsburg, TX 75686

James Kenney                       1,300                     .06%
5949 Sherry Lane, Suite 960
Dallas, TX 75225

All directors and officers       160,900                    7.13%
of PHAZAR CORP
as a group (Five 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.


                                       35
<PAGE>
         (2)  Based on total  outstanding  shares  of  2,256,028  as of July 15,
              2005.

         (3)  Sinan Corp., wholly owned by Mr. Havener and his children, owns of
              record  100,000 of these  shares  representing  4.43% 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

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, 2005, and 2004

                  Consolidated Statements of Operations - Years Ended May 31,
                  2005, and 2004

                  Consolidated Statement of Shareholders' Equity - Years Ended
                  May 31, 2005, and 2004

                  Consolidated Statements of Cash Flows - Years Ended May 31,
                  2005, and 2004

                  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.

              2.     Sale of Assets Agreement, dated May 31, 2003 between and
                     among Phazar Aerocorp, Inc., PHAZAR CORP and Phaero LLC
                     incorporated by reference to the Registrant's Form 8-K
                     filed on June 13, 2003

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

              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

                                       36
<PAGE>
              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.

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

              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 July 15, 2005.



              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









                                       37
<PAGE>
(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  ATI  subcontract  award  granted to
            Antenna  Products  Corporation,  a wholly owned subsidiary of PHAZAR
            CORP

Item 14.  Controls and Procedures.

As of May 31, 2005, 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
were  effective  as of May 31,  2005.  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, 2005.































                                       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 9, 2005

                                   PHAZAR CORP


					    /s/Gary W. Havener
                                   --------------------------------
                              BY:  Gary W. Havener
                                   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 Officer  August 9, 2005
Clark D. Wraight                    and Principal Accounting
                                    Officer and Director

/s/ James Miles
-------------------------------     Director                     August 9, 2005
James Miles


/s/ James Kenney
-------------------------------     Director                     August 9, 2005
James Kenney


/s/ R. Allen Wahl
-------------------------------     Director                     August 9, 2005
R. Allen Wahl















                                       39
<PAGE>
                                  EXHIBIT INDEX


Exhibit 2.    - Sale of Assets Agreement, dated May 31, 2003 between and
                among Phazar Aerocorp, Inc., PHAZAR CORP and Phaero LLC
                incorporated by reference to the Registrant's Form 8-K filed on
                June 13, 2003.

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

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

Exhibit 4.(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

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 July 15, 2004

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

                                       40
<PAGE>
Exhibit 31.1 -  Rule 13a-14(a)/15d-14(a) Certification of Chief Executive
                Officer

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

Exhibit 32.1 -  Section 1350 Certification


















































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