Securities and Exchange Commission
                              Washington D.C. 20549

                                  Form 10-KSB/A
     (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, 2003

                                       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, 2003 was $7,414,397.

As of August 11, 2003, 2,183,328 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 (909,739
shares) was approximately $2,247,055.

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.
PHAZAR CORP's address 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 1972 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's  address
is 101 S.E. 25th Avenue,  Mineral Wells,  Texas 76067.  The telephone  number is
(940) 325-3301.

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 $339,376
at May 31,  2003,  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, 2003
and the fiscal year ended May 31, 2002,  as a percentage  of total sales are, as
follows:





                                       2
<PAGE>
                                    For fiscal year          For fiscal year
                                    ended May 31, 2003       ended May 31, 2002
                                    ------------------       ------------------
Antenna Sales                                7%                      31%

Shipboard Equipment Sales                   19%                       4%

Instrument Landing System Sales             19%                      18%

Collinear Antenna Sales                     14%                       9%

Tower Sales                                  6%                       3%

Mast Sales                                   2%                       1%

Standard Product Sales                       5%                       3%

Spares and Accessories Sales                18%                      17%

Commercial Antenna Sales                    10%                      14%

BAE Systems ATI Sales                        0%                       0%

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 2003 the U.S.  Government  was the single largest
customer and accounted  for 21% of the total sales volume.  Thales ATM, Inc. was
the second  largest  customer and accounted  for 16% of total sales.  Orders for
equipment in some of these product categories are in backlog and, therefore, the
U.S.  Government  and Thales ATM, Inc. are expected to be major clients again in
2004.

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
at a  competitive  price,  because we  continue to be asked to bid for new work.


                                       3

<PAGE>
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
20% of total inventory,  $339,376 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 2003  Antenna  Products  Corporation  invested  2.9% of  sales in
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

                                       4

<PAGE>
this  level in 2004.  The  level of  expenditures  for R&D and B&P as a ratio to
sales was 4.5% of sales in 2002. 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.'s
address is 101 S.E.  25th Avenue,  Mineral  Wells,  Texas 76067.  The  telephone
number is (940) 325-3301.

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,  2003  amounted  to
approximately  5% of total  sales.  We expect that for fiscal year ended May 31,
2004  this  percentage  will be  approximately  3%.  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.

Seasonality

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

                                       5
<PAGE>
Backlog

The backlog of orders at Antenna  Products  Corporation and Phazar Antenna Corp.
was $8.2  million at year-end.  This  compares to $3.4 million in backlog at the
end of fiscal year 2002. In July, the backlog was $7.4 million. Over 80% of this
backlog will be delivered in the 2004 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 August 1, 2003  Antenna  Products  Corporation  and Phazar  Antenna  Corp.
combined employed a total of eighty-six employees, eighty full time and six part
time. Of the eighty-six, twelve are employed in administration and sales, ten in
engineering  and technical  support,  and sixty-four 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
2003 and 2002 were 6.8% and 8.2%, respectively, of total sales.

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

Item 2.  Description of Property.

Antenna Products  Corporation  owns a ten-acre  industrial site located along US
Highway 180 in Mineral Wells,  Texas.  The facility  consists of a main building
containing  60,000 square feet of  manufacturing  area and 10,000 square feet of
administrative  and engineering  offices,  a second building  containing  20,000
square feet of manufacturing and shipping area; and a third building  containing
15,000 square feet utilized for receiving and material control. Three additional
auxiliary  buildings,  which total in excess of 13,350 square feet, are utilized
for chemical etching, painting and storage. The facilities are in good condition
and with the current compliment of machinery and equipment are suitable and more
than adequate to meet production  requirements.  Dependent on the mix of product
types in process in any given time period,  the Company could  potentially  more
than double  output with  current and planned  plant,  property  and  equipment.



                                       6
<PAGE>
Antenna Products  Corporation carries a bank note on the manufacturing  facility
that is amortized over twenty years ending in the year 2011.

Phazar  Antenna Corp.  uses the  facilities of Antenna  Products  Corporation in
Mineral Wells,  Texas. Phazar Antenna Corp. has a leased facility in Ronkonkoma,
New York that it vacated in June,  2002. The Company has attempted to sublet the
New York facility without  success.  This lease will expire in April of 2004 and
will not be renewed.

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 2003.


                                     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 2001                         1.90             1.30
November 2001                       1.90             1.19
February 2002                       1.81             1.19
May 2002                            1.90             1.21

August 2002                         1.90             1.51
November 2002                       2.01             1.22
February 2003                       2.05             1.60
May 2003                            2.20             1.74


                                       7
<PAGE>
Holders

At August 1, 2003  there  were  approximately  886  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  1,200 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
                           -------------------------
                                                     2003               2002
                                                 -----------        -----------
Net Sales                                        $ 7,414,397        $ 6,768,258
Income (loss) from continuing Operations         $   251,038        $  (790,697)

Income per share from continuing operations      $      0.12        $     (0.36)


Total Assets                                     $ 4,718,754        $ 7,810,120

Long Term Debt                                   $   631,719        $ 1,495,526

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. 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, 2003 as a percentage of total
sales were  United  States  government  21 percent,  Thales  ATM,  Inc. (a prime
contractor  to  the  Federal  Aviation  Administration  for  Instrument  Landing
Systems)  16 percent  and Titan  Industries  (a prime  contractor  to the United
States Navy) 15 percent.

PHAZAR  CORP sold the assets and  business  of Phazar  Aerocorp  Inc. on May 31,
2003.  Phazar  Aerocorp Inc. was an 80 percent  owned  subsidiary of PHAZAR CORP
that operated in the aircraft interior refurbishing market. Phaero LLC purchased
the assets  except for  deferred  tax asset for net  operating  losses of Phazar
Aerocorp Inc.  including the name Phazar  Aerocorp and assumed the  liabilities,
including all indebtedness and lease  obligations of Phazar Aerocorp Inc. except
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.  The result of the sale of the assets and business of Phazar  Aerocorp
Inc. is identified in the consolidated financials and related notes in Item 7 as
discontinued operations of the aircraft interiors segment.

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

                                       9
<PAGE>
will be able to be sold in the  normal  course  of  business.  Accelerating  the
disposal   process  or  incorrect   estimates  of  future  sales  potential  may
necessitate future adjustments to these provisions.

Accounts Receivable Valuation

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

Revenue from short-term contracts calling for delivery of products is recognized
as the product is shipped. Revenue and costs under certain long-term fixed price
contracts  with the U.S.  Government  are  recognized  on the units of  delivery
method.  This method  recognizes  as revenue the contract  price of units of the
product  delivered  during each period and the costs  allocable to the delivered
units as the cost of earned revenue.  Costs  allocable to undelivered  units are
reported in the  balance  sheet as  inventory.  Amounts in excess of agreed upon
contract price for customer directed  changes,  constructive  changes,  customer
delays or other causes of additional  contract  costs are recognized in contract
value if it is probable  that a claim for such amounts will result in additional
revenue and the  amounts  can be  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, 2003 ("2003") Compared with Year Ended May 31, 2002 ("2002")
PHAZAR CORP experienced improved sales in the third and fourth quarter of fiscal
year 2003,  resulting  in overall  sales of $7.4  million in 2003.  This is $600
thousand  or 9% more than the $6.8  million in sales in 2002.  The  increase  in
sales in 2003 is  attributed  to an increase  in U.S.  Government  spending  for
shipboard  equipment  supplied to the U.S. Navy.  Sales of these products may or
may not continue to improve in fiscal year 2004.

Orders  increased in both military and  commercial  markets from a total of $7.2
million in 2002 to $12.5 million in 2003.  This resulted in an ending backlog of
firm orders at May 31, 2003 of $8.2  million,  up  significantly  from the prior
year-end  backlog of $3.4 million.  The year-end backlog includes a $6.2 million
contract  awarded to Antenna  Products  Corporation  on April 17,  2003 from BAE
Systems  ATI.  The   contract  is  for  the   production   of  132  high  power,
high-frequency  crossed dipole antennas plus 132 sixty foot tall antenna support


                                       10
<PAGE>
structures and the ground screen items that are used as above ground  reflectors
for the  antennas.  This  equipment  is for the high  frequency  active  auroral
research program (HAARP) ionospheric research site near Gokona, Alaska. The site
is owned by the  Department of Defense and is managed by the U.S. Navy Office of
Naval  Research.  BAE  Systems  is the  prime  contractor  responsible  for  the
construction and operation of the research facility. Production of the equipment
is  scheduled  to start in the first  quarter  of  fiscal  year  2004.  The firm
fixed-price  contract  has a  scheduled  completion  date of July  31,  2004 and
includes milestone payments during the life of the contract as shown below:

         Milestone Date                   Schedule Amount

         April 18, 2003                     $    500,000
         April 30, 2003                     $  1,500,000
         September 30, 2003                 $  1,000,000
         December 30, 2003                  $  1,000,000
         April 30, 2004                     $    500,000
         June 30, 2004                      $    500,000
         July 31, 2004                      $    227,008

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 cost,  overhead costs and
profit on the contract work orders monthly and recognizes 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, 2003  approximately  $100 thousand has been  recognized as revenue on
this  contract in fiscal  year 2003.  This  contract  is on  schedule  and it is
anticipated that  approximately $5 million will be recognized as revenue on this
contract in fiscal year 2004. The balance of the contract  value,  approximately
$1 million,  will be  recognized  as revenue in the first quarter of fiscal year
2005.

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  production  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.

Cost of sales and contracts for the  continuing  operations and gross profit for
fiscal year 2003 were $4.59  million and $2.83  million,  respectively.  For the
same period in 2002,  cost of sales and contracts for the continuing  operations
and gross profit were $4.52 million and $2.25 million,  respectively.  The gross
profit  margin  for the  continuing  operations  for  fiscal  year  2003 was 38%
compared  to 33% in 2002.  The  increase  in gross  margin  is due to the mix of
products  sold in 2003 and is  expected  to return  closer to the 2002  level in
2004. Sales and  Administration  expenses were $2.38 million in 2003 compared to
$3.43  million  in  2002.  When  expressed  as  a  ratio  to  sales,  sales  and
administration  expenses  were  32% of sales  in 2003  compared  to 51% in 2002.
PHAZAR CORP decreased  sales and  administration  expenses by closing the Phazar
Antenna  Corp.  offices in  Ronkonkoma,  New York on May 31, 2002 and moving the
reduced  staff to the  facilities  of Antenna  Products  Corporation  in Mineral
Wells,  Texas.  This  resulted in  operating  margins of 6% in 2003  compared to

                                       11
<PAGE>
(17.5%)  in  2002.  Bid  and  proposal  activities  and  discretionary   product
development  spending totaled $215, 338, or 2.9% of sales in 2003. This compares
to $301,141 or 4.5% of sales in 2002.  The  decrease  in  discretionary  product
development  is  attributed  to  Phazar  Antenna  Corp.'s  move to Texas and the
ability  to share  engineering  personnel  with  Antenna  Products  Corporation.
Interest expense for the continuing  operations  decreased from $106,921 in 2002
to $101,866 in 2003 due to the reduction in the prime  interest rate during this
time period.

Income from continuing operations before income taxes was $389,837 in 2003
compared to a pre-tax loss of $1,207,810 in 2002. The return to profitability in
2003 is the result of the reorganization and relocation of Phazar Antenna Corp.
in the first quarter of 2003 and the increase in sales in 2003.

The result of the sale of the assets and business of Phazar Aerocorp Inc. on May
31, 2003 is identified in the consolidated financials as discontinued operations
of the aircraft interiors segment. The net loss from operations of the
discontinued aircraft interiors segment in 2003 was $705, 882. This compares to
a net loss from operations of the discontinued aircraft interiors segment of
$384,375 in 2002. The net income as a result of the sale of the aircraft
interiors segment in 2003 was $322,675. See the related note 2 of the
consolidated financial statements in Item 7.


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:

                                               2003              2002
                                            ---------         ---------
Beginning balance                           $ 30,000          $ 30,000
Cost incurred for rework                     (31,092)          (27,389)
Accrual for current year estimate             30,000            30,000
Change in accrued estimate                     1,092            (2,611)
                                            ---------         ---------
Ending balance                              $ 30,000          $ 30,000

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 $2.0 million revolving demand line of credit with
a bank that is partially guaranteed by a principal shareholder.  The credit line
is regulated  under a borrowing  base  formula  using  inventories  and accounts
receivable as  collateral.  The interest rate is  established  as one percentage
point over 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,  2003 PHAZAR CORP had a



                                       12
<PAGE>
tangible net worth of $2.5 million and Antenna  Products had working  capital of
$1.0  million.  As of May 31, 2003 Antenna  Products  Corporation  had drawn $20
thousand of the $2.0 million line of credit with $1.58  million of the borrowing
base available and unused.  The revolving  credit line agreement is renewable in
September  2003. The BAE Systems ATI contract  milestone  payments  schedule was
designed to provide Antenna  Products  Corporation with the cash to complete the
contract  without  drawing on the Company's line of credit.  As of May 31, 2003,
Antenna  Products  Corporation  has not received any  milestone  payments.  With
customer  funding in place on this contract,  PHAZAR CORP believes that its cash
and the credit  available at May 31, 2003 is  sufficient  to fund the  Company's
operations for at least 12 months.

Management  of the operating  subsidiaries  evaluate the  facilities  and review
equipment  requirements for existing and projected contracts on a regular basis.
An annual  capital plan is generated by management and submitted to the Board of
Directors for review and approval.  In fiscal year 2003 capital expenditures for
new  and  replacement  equipment  totaled  approximately  $62,000.  The  Company
anticipates  that the existing  facilities  and equipment are adequate to handle
the projected business in fiscal year 2004 and intends to limit the 2004 capital
program to less than $250,000 for improvements and new equipment.

At May 31, 2003 PHAZAR CORP had cash and cash equivalents of $190,988.

The increase in accounts receivable to $984,556 at May 31, 2003 from $773,487 at
May 31, 2002 reflects the increase in sales at year end of  commercial  wireless
antennas and antennas to the United States Government.  The decrease in accounts
payable  and accrued  expenses to $453,926 at May 31, 2003 from  $564,452 at May
31, 2002 reflects  PHAZAR CORP's efforts to reduce  inventories at May 31, 2003.
As a result of these  efforts,  Inventories  decreased to  $1,690,716 at May 31,
2003 from $2,016,720 at May 31, 2002.

Cash provided by the continuing  operating  activities in the year ended May 31,
2003 was $251,038 compared to cash used in continuing operations of $790,697 for
the same period in 2002. PHAZAR CORP closed the Phazar Antenna Corp.  offices in
Ronkonkoma,  New York on May 31, 2002 and this  resulted in a reduction of sales
and  administration  expenses of approximately $1.0 million in 2003. PHAZAR CORP
sold Phazar Aerocorp Inc. (the aircraft  interiors segment) on May 31, 2003. The
resulted in the net cash provided by operating  activities in the year ended May
31,  2003 of  $233,186  compared  to net cash used in  operating  activities  of
$931,267 for the same period in 2002.

Cash used in  investing  activities  in the year ended May 31,  2003 was $59,498
compared to cash used in investing  activities of $19,686 for the same period in
2002. In the years ended May 31, 2003 and 2002, these amounts related  primarily
to capital expenditures for production  machinery and test equipment.  Cash used
in financing  activities in the year ended May 31, 2003 was $184,506 compared to
cash  provided by financing  activities of $840,217 for the same period in 2002.
The financing  activities for the year ended May 31, 2003 consisted primarily of
payments  on the  revolving  demand  line of  credit  with a bank and  principal
payments on long term debt. The financing  activities for the year ended May 31,
2002  consisted  primarily of borrowings on the revolving  demand line of credit
with a bank and principal  payments on long term debt. PHAZAR CORP closed Phazar
Antenna  Corp.'s  offices  in New  York  on May 31,  2002  and  reorganized  and
relocated  Phazar  Antenna  Corp.  in Texas  in the  first  quarter  of 2003 and
increased sales in 2003 to accomplish  this change in financing  activities from
borrowing in 2002 to payments in 2003.

                                       13
<PAGE>
Antenna  Products  Corporation  has a  long-term  bank  note  for  $1.2  million
collateralized  by  the  Antenna  Products  Corporation  plant,   property,  and
equipment.  The balance as of November 30, 2003 is $664  thousand  with payments
amortized  over 20 years  ending in 2011.  The  interest is variable at one half
point over prime  interest  rate with the note  supported  by an FmHA  guarantee
under the federal  guidelines of a rural  business  industry  loan.  The note is
guaranteed by a principal shareholder.


















































                                       14
<PAGE>
Item 7.  Financial Statements.

PHAZAR CORP consolidated financial statements for the fiscal year ended May 31,
2003.




                                 C O N T E N T S



                                                                       Page
CONSOLIDATED FINANCIAL STATEMENTS

     Consolidated Balance Sheets.........................................16

     Consolidated Statements of Operations...............................18

     Consolidated Statements of Shareholders' Equity.....................19

     Consolidated Statements of Cash Flows...............................20

     Notes to Consolidated Financial Statements..........................22

































                                       15
<PAGE>
                          PHAZAR CORP AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                              MAY 31, 2003 AND 2002

                                     ASSETS
                                                        2003            2002
                                                   ------------    ------------
CURRENT ASSETS
  Cash and cash equivalents                        $    190,988    $    201,806
  Accounts receivable:
     Trade, net of allowance for doubtful
        accounts of $7,021 in 2003 and 2002             808,708         710,975
     United States Government                           175,848          62,512
Inventories                                           1,690,716       2,016,720
Prepaid expenses and other assets                        68,314          83,535
Income taxes receivable                                   2,000         479,282
Deferred income taxes                                    71,207         142,957
                                                   ------------    ------------
  Total current assets                                3,007,781       3,697,787

Property and equipment, net                           1,509,782       1,737,517

Identifiable Intangible Assets                          185,030         281,256

Deferred income taxes                                    16,161            --

Assets of discontinued operations                          --         2,093,560
                                                   ------------    ------------
TOTAL ASSETS                                       $  4,718,754    $  7,810,120
                                                   ------------    ------------











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














                                       16
<PAGE>
                          PHAZAR CORP AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                              MAY 31, 2003 AND 2002

                      LIABILITIES AND SHAREHOLDERS' EQUITY

                                                        2003            2002
                                                   ------------    ------------
CURRENT LIABILITIES
  Notes payable                                   $  1,020,000     $  1,145,000
  Current portion of long-term debt                     63,804           59,503
  Accounts payable                                      67,402          239,668
  Accrued expenses                                     386,524          324,784
  Income tax payable                                     6,314             --
                                                  ------------     ------------
    Total current liabilities                        1,544,044        1,768,955
                                                  ------------     ------------
Long-term debt                                         631,719          695,526

Note payable to shareholder                               --            800,000

Deferred income taxes                                     --            186,529
                                                  ------------     ------------
    Total long-term liabilities                        631,719        1,682,055
                                                  ------------     ------------
Liabilities of discontinued operations                    --          1,696,425

    Total liabilities                                2,175,763        5,147,435
                                                  ------------     ------------
COMMITMENTS AND CONTINGENCIES                             --               --

MINORITY INTEREST IN SUBSIDIARY                           --               --

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 2,182,028 and
    2,174,828 issued and outstanding                    21,820           21,748

Additional paid in capital                           2,765,539        2,753,136
Retained earnings                                     (244,368)        (112,199)
                                                  ------------     ------------
    Total shareholders' equity                       2,542,991        2,662,685

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY        $  4,718,754     $  7,810,120
                                                  ============     ============

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



                                       17
<PAGE>
                          PHAZAR CORP AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                        YEARS ENDED MAY 31, 2003 AND 2002

                                                        2003            2002
                                                   ------------    ------------
Sales and contract revenues                        $  7,414,397       6,768,258
Cost of sales and contracts                           4,585,467       4,519,951
                                                   ------------    ------------
   Gross Profit                                       2,828,930       2,248,307

Sales and administration expenses                     2,381,850       3,432,036
                                                   ------------    ------------
   Operating Profit (Loss)                              447,080      (1,183,729)

Other income (expense)
     Interest expense                                  (101,866)       (106,921)
     Interest income                                        499             575
     Other Income                                        44,124          82,265
                                                   ------------    ------------
Total Other Expense                                     (57,243)        (24,081)
                                                   ------------    ------------
Income (loss) from continuing operations
     before income taxes                                389,837      (1,207,810)

Income tax provision (benefit)                          138,799        (417,113)
                                                   ------------    ------------
     Income (loss) from continuing operations           251,038        (790,697)

Discontinued operations
     Loss from operations of discontinued
          Aircraft Interiors segment, net of
          $363,636 and $196,722 tax benefit            (705,882)       (384,375)
     Gain on disposal of Aircraft Interiors
          segment, net of $100,212 on tax
          provision                                     322,675            --

     Minority interest in Subsidiary's loss                --            25,546
                                                   ------------    ------------
Net (loss)                                             (132,169)     (1,149,526)
                                                   ============    ============
Earnings (loss) per common share
     Continuing operations                                 0.12           (0.36)
     Discontinued operations                              (0.18)          (0.17)
                                                   ------------    ------------
     Net earnings per common share                 $      (0.06)          (0.53)
                                                   ============    ============

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







                                       18
<PAGE>
                          PHAZAR CORP AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                        YEARS ENDED MAY 31, 2003 AND 2002


                               Common Stock
                           ------------------ Additional
                             Number            Paid In    Retained
                           of Shares  Amount   Capital    Earnings     Total
                           --------- -------- ---------- ----------  ----------
BALANCE, MAY 31, 2001      2,169,328  $21,694  2,744,526 $1,037,327  $3,803,547

  Issuance of common stock     5,500       54      8,610          -       8,664
  Net income                       -        -          - (1,149,526) (1,149,526)

                           --------- -------- ---------- ----------  ----------
BALANCE, MAY 31, 2002      2,174,828   21,748  2,753,136   (112,199)  2,662,685

  Issuance of common stock     7,200       72     12,403          -      12,475
  Net income                       -        -          -   (132,169)   (132,169)
                           --------- -------- ---------- ----------  ----------
BALANCE, MAY 31, 2003      2,182,028  $21,820 $2,765,539  ($244,368) $2,542,991
                           ========= ======== ========== ==========  ==========




















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, 2003 AND 2002

                                                        2003            2002
                                                   ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                $   (132,169)   $ (1,149,526)

  Adjustments to reconcile net income (loss)
   to net cash provided by (used in)
   operating activities

   Depreciation                                         281,841         292,539
   Amortization                                          96,226          87,918
   Stock based compensation                              12,475           8,664
   Loss on disposal of fixed assets                       5,392            --
   Gain on disposal of subsidiary net assets           (422,887)           --
   Deferred federal income tax                         (130,940)       (127,450)
   Changes in assets and liabilities:
   Accounts receivable                                 (211,069)        167,347
   Inventory                                            326,004         253,718
   Prepaid expenses                                      15,221         (52,627)
   Income taxes receivable                              477,282        (587,428)
   Accounts payable                                    (172,266)         (6,030)
   Accrued expenses                                      61,740          95,502
   Income taxes payable                                   6,314            --
   Minority interest                                       --           (25,546)
                                                   ------------    ------------
     Net cash provided by (used in)
     continuing operations                              213,164      (1,042,919)

     Net cash provided by discontinued operations        20,022         111,652
                                                   ------------    ------------
     Net cash provided by (used in)
     operating activities                               233,186        (931,267)
                                                   ------------    ------------
CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from disposal of fixed assets                  2,500            --
  Purchase of property and equipment                    (61,998)        (19,686)
                                                   ------------    ------------
     Net cash used in investing activities              (59,498)        (19,686)



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










                                       20
<PAGE>
                          PHAZAR CORP AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        YEARS ENDED MAY 31, 2003 AND 2002

                                                        2003            2002
                                                   ------------    ------------
CASH FLOWS FROM FINANCING ACTIVIITES
  Net borrowings (payments) under bank
     lines of credit                               $   (125,000)        895,000
  Principal payments on long-term debt                  (59,506)        (54,783)
                                                   ------------    ------------
     Net cash (used in)
         provided by financing activities              (184,506)        840,217

     Net decrease in cash and cash equivalents          (10,818)       (110,736)

CASH AND CASH EQUIVALENTS, beginning of year       $    201,806    $    312,542
                                                   ------------    ------------
CASH AND CASH EQUIVALENTS, end of year             $    190,988    $    201,806
                                                   ============    ============

SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION
  Cash paid during the period for:

   Interest (none capitalized)                     $    220,062    $    106,921
                                                   ============    ============
   Income taxes                                    $          -    $          -
                                                   ============    ============

SCHEDULE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES

 Stock based compensation                          $     12,475    $      8,664
                                                   ============    ============











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









                                       21
<PAGE>
NOTE 1.   BUSINESS AND NATURE OF OPERATION

     PHAZAR  CORP   operates  as  a  holding   company  with  Antenna   Products
     Corporation,  Phazar  Antenna  Corp.  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:

                                                           2003         2002
                                                           ----         ----
        Federal Government                                  21%          20%
        Thales ATM, Inc. (fka AIRSYS ATM, Inc.)             16%          20%
        Titan                                               15%           1%
        Raytheon                                             2%           8%

     At May 31, 2003 and 2002, trade  receivables from four customers  comprised
     approximately 51% and 60%, respectively, of the trade receivable balance at
     those dates.

NOTE 2.   DISCONTINUED OPERATIONS

     On January  27,  2000 the  Company's  subsidiary,  Phazar  Aerocorp,  Inc.,
     purchased the assets and the  operations of the  Upholstery  Shop Inc.! for
     cash of  $2,000,000.  Phazar  Aerocorp  Inc. as an 80% owned  subsidiary of
     PHAZAR CORP, operates in the aircraft interior refurbishing market.

     The Company 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 except for
     deferred  tax  asset for net  operating  losses  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.  The sale was  effective  May 31,  2003 and  total
     consideration received was $2,488,119.  Condensed balance sheets and income
     statements for the discontinued operations are as follows:










                                       22
<PAGE>
NOTE 2.   DISCONTINUED OPERATIONS - continued

                                                   2003          2002
                                              ------------  ------------
       Current assets                         $    357,253  $    242,567
       Deferred income taxes                        75,992        75,992
       Property and equipment, net                 326,602       336,165
       Identifiable intangible assets              839,667       976,867
       Intangible assets (goodwill)                461,969       461,969
                                              ------------  ------------
           Total Assets                       $  2,061,483  $  2,093,560
                                              ============  ============
       Current liabilities                         698,900       684,643
       Long-term debt                              989,219     1,015,531
       Note payable to shareholder                 800,000             -
       Deferred taxes on non-current                (3,749)       (3,749)
       Shareholders' equity                       (422,887)      397,135
                                              ------------  ------------
       Total liabilities and shareholder's
             equity                           $  2,061,483  $  2,093,560
                                              ============  ============

                                                   2003          2002
                                              ------------- -------------
       Sales and contract revenues            $  3,159,731  $   4,047,411
       Cost of sales and contract revenues       3,310,261      3,633,216
       Sales and administrative expenses           771,763        816,192
       Other income (expense)                     (147,225)      (179,100)
                                              ------------  -------------
       Income (loss) before taxes               (1,069,518)      (581,097)
                                              ------------  -------------
       Income tax benefit                          363,636        196,722
       Minority interest                                 -              -

       Net (loss)                             $   (705,882) $    (384,375)
                                              ============  =============

     As a result of this sale, the Company operates in one business segment.


NOTE 3.   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


                                       23
<PAGE>
NOTE 3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

         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
         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.




                                       24
<PAGE>
NOTE 3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

     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 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,  2003 and 2002  were  approximately  $207,000  and
         $273,000, 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



                                       25
<PAGE>
NOTE 3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

         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 2003 or 2002  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

         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
         2,177,613  and  2,171,836  for the years  ended May 31,  2003 and 2002,
         respectively.  Stock options  outstanding at May 31, 2003 and 2002 were
         not  included in  earnings  per share  because  their  effect  would be
         anti-dilutive.

     New Accounting Pronouncements

         In June 2001 the  Financial  Accounting  Standards  Board (FASB) issued
         SFAS No. 142 "Goodwill and Other  Intangible  Assets".  This  Statement
         addresses financial  accounting and reporting for acquired goodwill and
         other  intangible  assets and also  addresses  how  goodwill  and other
         intangible  assets  should  be  accounted  for  after  they  have  been
         initially   recognized.   Goodwill  and  intangible  assets  that  have
         indefinite  useful lives will no longer be amortized but rather will be
         tested at least  annually  for  impairment  by comparing to fair value.
         Goodwill  amortization expense for each of the years ended May 31, 2003
         and 2002 was $0 and $36,471, respectively. The goodwill was included in
         the assets purchased by Phaero LLC on May 31, 2003.

         In July  2001,  the FASB  issued  SFAS No.  143,  Accounting  for Asset
         Retirement Obligations.  SFAS No. 143 requires that the fair value of a
         liability for an asset retirement  obligation be recorded in the period
         in which it is  incurred  and the  corresponding  cost  capitalized  by
         increasing the carrying  amount of the related  long-lived  asset.  The
         liability  is  accreted  to its  present  value  each  period,  and the
         capitalized  cost is  depreciated  over the useful  life of the related
         asset.  If the  liability  is  settled  for an  amount  other  than the
         recorded  amount,  a gain  or  loss  is  recognized.  The  standard  is
         effective for the Company for the fiscal year ending May 31, 2004,  but
         earlier  adoption  is  encouraged.  The  Company  does not  believe the
         adoption of this standard will have a material  impact on the Company's
         financial statements.




                                       26
<PAGE>
NOTE 3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

         In June  2002,  the FASB  issued  SFAS No.  146,  Accounting  for Costs
         Associated with Exit or Disposal  Activities.  SFAS No. 146 liabilities
         related to an exit or disposal  activity  will be  recognized  when the
         liability has been incurred instead of recognizing the liability at the
         date  of an  entity's  commitment  to an exit  plan.  The  standard  is
         effective for the Company for any exit or disposal activities initiated
         after  December  31,  2002,  but earlier  adoption is  encouraged.  The
         adoption  of this  standard  did not have an  impact  on the  Company's
         financial statements.

         The  FASB  has  issued  SFAS  No.  148,   Accounting  for   Stock-Based
         Compensation - Transition and  Disclosure,  which amends the disclosure
         requirements of SFAS No.123. The statement provides alternative methods
         of  transition  for  voluntary  change  to the  fair  value  method  of
         accounting for stock-based employee compensation. In addition, SFAS No.
         148  amends  the  disclosure  requirements  of SFAS No.  123 to require
         prominent  disclosure in both annual and interim  financial  statements
         about the method of accounting for  stock-based  employee  compensation
         and the effect of the method used on reported results.  The Company has
         adopted this statement.

NOTE 4.   INVENTORIES

     The major components of inventories are as follows:

                                                      2003               2002
                                                  ----------         ----------
         Raw materials                            $  791,375         $  810,611
         Work in process                             559,965            718,448
         Finished goods                              339,376            487,661
                                                  ----------         ----------
                                                  $1,690,716         $2,016,720
                                                  ==========         ==========

     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, 2003 and 2002 were  $554,806  and
     $644,891, respectively.

     All of the above stated  inventories are that of the operating  Subsidiary,
     Antenna Products Corporation. No other Subsidiaries carry inventory.


NOTE 5.   PROPERTY AND EQUIPMENT

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







                                       27
<PAGE>
NOTE 5.   PROPERTY AND EQUIPMENT-continued

                                      Estimated
                                      Useful Life          2003         2002
                                      -----------       ----------   ----------
      Land                                              $  375,136   $  375,136
      Buildings and improvements      15-30 years        1,873,217    1,873,217
      Machinery and equipment         10 years           3,187,501    3,156,198
      Automobiles and equipment       3 years              106,898      104,828
      Office furniture and fixtures   10 years             590,438      590,438
                                                        ----------   ----------
      Less accumulated depreciation                      6,133,190    6,099,817
      Net property and equipment                         4,623,408    4,362,300
                                                        ----------   ----------
                                                        $1,509,782   $1,737,517
                                                        ==========   ==========

NOTE 6.   INTANGIBLE ASSETS
                                                              2003         2002
                                                         ---------    ---------
     Included in intangible assets at May 31
     are the following:

         Noncompete agreements (Phazar Antenna Corp.)    $  60,000    $  60,000
         Patents, copyrights and other
            intellectual property (Phazar Antenna Corp.)   389,593      389,593
                                                         ---------    ---------
                                                           449,593      449,593

               Accumulated amortization                   (264,563)    (168,337)
                                                         ---------    ---------
                                                         $ 185,030    $ 281,256
                                                         =========    =========

     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, 2003 was $96,226.
     Aggregate  amortization  expense  for each of the next  five  years  are as
     follows:

             2004                                            $95,600
             2005                                             83,180
             2006                                              6,250


NOTE 7.   NOTES PAYABLE

     At May 31, 2003 and 2002, notes payable consist of a revolving note payable
     to a bank,  with a maximum amount not to exceed the lesser of $2,000,000 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.  Amounts  available under the revolving note at May 31, 2003 and
     2002 were $681,000 and $519,000, respectively.

                                       28
<PAGE>
NOTE 7.   NOTES PAYABLE-continued

     Interest  is payable  monthly at the prime rate (4.25% and 4.75% at May 31,
     2003 and 2002,  respectively)  plus 1% until  September 30, 2003,  when any
     unpaid principal and interest shall be due.  Borrowings under the revolving
     note payable are collateralized by accounts  receivable and inventories and
     are guaranteed by a principal shareholder. Under the agreement, the Company
     must  maintain  minimum  net worth of  $2,000,000  and  working  capital of
     $1,000,000.

NOTE 8.   LONG-TERM DEBT

     At May 31, 2003 and 2002, long-term debt consists of the following:

                                                    2003         2002
                                                 ----------  ----------
       Mortgage note to a bank, guaranteed
       80% by a U.S. government agency,
       payable $10,050 per month, including
       interest at the prime rate (4.25% and
       4.75% at May 31, 2003 and 2002,
       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, 2003 and 2002.                 $  695,523  $  755,029

      Less current portion of long-term debt         63,804      59,503
                                                 ----------  ----------
                                                 $  631,719  $  695,526

     Maturities of long-term  debt for each of the five years  subsequent to May
     31, 2003 are as follows:

      2004                                                     $ 63,804
      2005                                                       68,416
      2006                                                       73,362
      2007                                                       78,665
      2008                                                       84,352
      Thereafter                                                326,924
                                                               --------
                                                               $695,523







                                       29
<PAGE>
NOTE 9.   INCOME TAXES

     Components of the income tax provision (benefit) are as follows:
                                                       2003          2002
                                                   -----------   -----------
       Federal income taxes (benefit) at statutory
        rate on income before  income taxes        $   132,544   $  (412,506)

      State income taxes statutory rate                  6,315             -

      Non-deductible expenses and other                    (60)       (5,607)
                                                   -----------   -----------
      Total provision (benefit)                    $   138,799   $  (417,113)

      Deferred portion (benefit) of provision      $   132,484   $  (308,170)
      Current portion (benefit) of provision             6,315      (108,943)

      Total provision (benefit                     $   138,799   $  (417,113)
                                                   ===========   ===========

      The tax effects of temporary differences that give rise to significant
      portions of the deferred tax assets and deferred tax liabilities are
      presented below:
                                                       2003          2002
                                                   -----------   -----------
      Deferred tax assets:
        Accounts receivable due to allowance
        for doubtful accounts                      $     2,388   $     2,388
        Accrued expenses, due to warranty accrual       10,200        10,200
        Accrued expenses, due to vacation accrual       25,299        27,546
        Accrued expenses due to bonus accrual           33,320             -
        Intangible assets, due to difference in
        amortization                                    55,929        37,127
        Net operating loss carryforward                133,407       102,823
                                                   -----------   -----------
      Total deferred tax assets                        260,543       180,084

          Deferred tax liabilities:

          Property and equipment, principally due
              to difference in depreciation           (173,175)     (223,656)
                                                   -----------   -----------
          Total deferred tax liability                (173,175)     (223,656)
                                                   -----------   -----------
          Net deferred tax asset (liability)       $    87,368   $   (43,572)
                                                   ===========   ===========

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

          Current deferred tax assets              $    71,207   $   142,957
          Long-term deferred tax assets                 16,161             -
          Long-term deferred tax liabilities                 -      (186,529)
                                                   -----------   -----------
                                                   $    87,368   $   (43,572)
                                                   ===========   ===========

                                       30
<PAGE>
NOTE 9.   INCOME TAXES-continued

      The Company has a net operating loss carryforward of approximately
      $392,000 that expires in 2022.

NOTE 10.   COMMITMENTS AND CONTINGENCIES

      The  Company has adopted an employee  profit  sharing  plan under  Section
      401(k) of the Internal  Revenue Code.  All employees with a minimum of one
      year of  employment  are eligible to  participate.  The Company will match
      employee contributions for an amount up to 3% of each employee's salary if
      certain earnings  requirements are met.  Contributions are invested at the
      direction of the employee in one or more funds. Company contributions vest
      after three years of service.  Company contributions  amounted to $-0- for
      both years ended May 31, 2003 and 2002.

     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,
        2003.

        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 a building  and  software  under two  noncancelable
        operating lease arrangements.  Rent expense under these lease agreements
        during the years ended May 31,  2003 and 2002 was  $77,265 and  $75,605,




                                       31
<PAGE>
NOTE 10.   COMMITMENTS AND CONTINGENCIES-continued

        respectively. Future minimum lease obligations under the lease agreement
        are as follows:

            2004                                               $    67,537
            2005                                                    29,264
            2006                                                         0
                                                               -----------
                                                               $    96,801

        The building lease  agreement for property in Ronkonkoma,  New York will
        expire in 2004 and will not be renewed.  The  software  lease  agreement
        will be paid in full in 2005.

     Legal Proceedings

        The  Company is  currently  involved  in  litigation  with three  former
        employees.  Management  believes the lawsuits are without merit and will
        not have a material  impact on the financial  statements  and intends to
        vigorously defend against them.

NOTE 11.   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 March 31, 2006 or the earlier
      of the officer's last day of employment.

      During the years ended May 31, 2003 and 2002,  the Board of Directors  did
      not grant any stock options.

      A summary of the status of the Company's  stock option plans as of May 31,
      2003 and 2002 and changes for the years then ended are as follows:

                                                           Weighted
                                                           Average
                                                           Exercise
                                             Shares         Price
                                             -------       --------
         Outstanding at May 31, 2001         488,000           2.16
            Granted                                -              -
            Exercised                              -              -
            Forfeited                          8,000           2.47
                                             -------
         Outstanding at May 31, 2002         480,000           2.15
            Granted                                -              -
            Exercised                              -              -
            Forfeited                        345,000           2.21
                                             -------        -------
         Outstanding at May 31, 2003         135,000           2.00
                                             =======





                                       32
<PAGE>
NOTE 11.   STOCK OPTIONS-continued
                                               2003           2002
                                             -------        -------
         Exercisable at May 31               110,250        198,600
                                             =======        =======
         Weighted average fair value of
           options granted during the year   $     0        $     0
                                             =======        =======
         Weighted averaged remaining
           contractual life (in years) 2001      4.5            2.8
           and 2000 plans respectively       =======        =======

NOTE 12.  DEFERRED REVENUE

     In April  2003,  Antenna  Products  Corporation  was  awarded a  $6,227,008
     contract   from  BAE  Systems  ATI  to   manufacture   a  132  high  power,
     high-frequency  antenna system in Alaska.  The fixed-priced  contract has a
     scheduled  completion  date  for July 31,  2004  and  stipulates  scheduled
     milestone payments  throughout the contract period.  Milestone payments are
     received in advance of the  completion of the related phase of the contract
     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.  Anticipated losses will be recognized in their entirety when they
     become apparent.

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


None.
                                    PART III

Item 9.Directors and Executive Officers of the Registrant.

                                                                Director
Name             Age  Principal Occupation                      Since
----             ---  --------------------                      -----
Gary W. Havener  62   President and Chief Executive Officer,
                      PHAZAR CORP; Sole Director Antenna
                      Products Corp., Phazar Antenna Corp.
                      and Thirco, Inc., subsidiaries of
                      PHAZAR CORP; President,
                      Thirco, Inc. and Sinan Corp.              January 1992

Clark D. Wraight 59   Vice President and Secretary, Treasurer,
                      PHAZAR CORP; President and General
                      Manager, Antenna Products Corp. and
                      Phazar Antenna Corp.; Vice President,
                      Thirco, Inc.; Secretary, Treasurer,
                      Thirco, Inc., and Phazar Antenna Corp.    October 1996

R. Allen Wahl    75   Independent Business Consultant and
                      Past President & COO of Valmont
                      Industries                                October 1999


                                       33
<PAGE>
James Miles      60   Past Vice President and General Manager,
                      GTE Media Ventures; Past President,
                      Contel of California                      November 1999

James Kenney     62   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 Thirco,  Inc. Mr. Havener also
serves as sole director of Antenna  Products  Corporation,  Phazar Antenna 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.  and Vice  President  and  Secretary/Treasurer  of Thirco,  Inc.,
subsidiaries of the Company.

         Mr. Wahl was  President  and COO of Valmont  Industries.  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.

         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.  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,  2002,  all  Section  16(a)  filing
requirements applicable to its officers,  directors and ten-percent shareholders
have been filed.



                                       34
<PAGE>
Item 10.  Executive Compensation.

Name and Principal Position                 Annual Compensation
---------------------------                 -------------------
President and CEO
-----------------          Fiscal Year                          Other Annual
                           Ended May 31  Salary ($) Bonus ($)   Compensation ($)
                           ------------  ---------- ---------   ----------------
Gary W. Havener            2003          $0         $0          $     3,000(1)
                                                                $    98,000(2)

Gary W. Havener            2002          $0         $0          $     4,072(1)
                                                                $         1(3)

Gary W. Havener            2001          $0         $0          $     3,016(1)
                                                                $    98,000(4)

    (1)      PHAZAR CORP Director's Fee.
    (2)      2003 Antenna Products Corp. Director's Fee - $98,000 accrued
    (3)      2002 Antenna Products Corp. Director's Fee - $1 accrued
    (4)      2001 Antenna Products Corp. Directors' Fee - $98,000 paid

             Accrued amounts are paid in the following year.

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 $3,000 and
1,200 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, 2003.

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, 2003.

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 August 11, 2003,  (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.                      908,536                        41.63%
P.O. Box 121697
Ft. Worth, TX 76121

                                       35
<PAGE>
R. Allen Wahl                     13,600                          .62%
13 Collinway Place
Dallas, TX 75230

Clark D. Wraight
Antenna Products Corporation     153,965                         7.06%
101 S.E. 25th Ave.
Mineral Wells, TX 76067

James Miles                        3,900                          .18%
420 Private Rd. 52363
Pittsburg, TX 75686

James Kenney                       3,300                          .15%
5949 Sherry Lane, Suite 960
Dallas, TX 75225

YDI Wireless, Inc.               470,250                        21.55%
8000 Lee Highway
Falls Church, VA 22042

All directors and officers     1,083,301                        49.64%
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.

       (2)  Based on total  outstanding  shares of  2,183,328  as of August  11,
            2003.

       (3)  Sinan Corp.,  wholly owned by Mr. Havener and his children,  owns of
            record  397,390  of these  shares  representing  18.20% 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.

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. Sinan Corp is Mr. Havener's family investment company.






                                       36
<PAGE>
Item 13.  Exhibits and Reports on Form 8-K.

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

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

            Consolidated Balance Sheets - May 31, 2003 and 2002

            Consolidated Statements of Operations - Years Ended May 31, 2003 and
            2002

            Consolidated Statement of Shareholders' Equity - Years Ended May 31,
            2003 and 2002

            Consolidated Statements of Cash Flows - Years Ended May 31, 2003 and
            2002

            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


            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

            15.   Independent Auditor's Report dated July 18, 2003.




                                       37
<PAGE>
            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

(b) Reports on Form 8-K.

                  On June  13,  2003  the  registrant  filed a Form  8-K for the
                  purpose of  disclosing  the sale of the assets and business of
                  Phazar  Aerocorp  Inc.,  a Texas  Corporation  and  80%  owned
                  subsidiary  of PHAZAR CORP.  The sale was effective on May 31,
                  2003.  The  effect  of  the  sale  has  been  included  in the
                  consolidated financials as discontinued operations.

Item 14.  Controls and Procedures.

As of May 31, 2003, 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,  2003.  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, 2003.
























                                       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:  February 20, 2004

                                   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         February 20, 2004
Clark D. Wraight           and Principal Accounting Officer
                           and Director

/s/ James Miles
------------------------   Director                            February 20, 2004
James Miles


/s/ James Kenney
------------------------   Director                            February 20, 2004
James Kenney


/s/ R. Allen Wahl
------------------------   Director                            February 20, 2004
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

Exhibit 15. -     Independent Auditor's Report dated July 18, 2003

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

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

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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