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                       Securities and Exchange Commission
                              Washington D.C. 20549

                                   Form 10-KSB
    (Mark One)
      [  X  ]     ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

                     For the Fiscal Year Ended May 31, 2006

                                       OR

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

                         Commission file number 0-12866



                                   PHAZAR CORP

             (Exact name of registrant as specified in its charter)

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

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

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

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

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

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

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

The Company's net sales for Fiscal Year ended May 31, 2006, was $9,488,813.



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As of July 14, 2006,  2,281,828  shares of Common Stock were outstanding and the
aggregate  market  value of the Common Stock (based on the latest price of known
transactions on the Nasdaq Smallcap  Market) held by  non-affiliates  (2,095,828
shares) was approximately $20,360,751.

DOCUMENTS INCORPORATED BY REFERENCE

None

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














































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                                     PART 1

Item 1.  Description of Business.

General

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

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

Antenna Products Corporation

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

Antenna  Products  Corporation  designs,  manufactures  and markets standard and
custom  antennas,  wireless  mesh network  solutions,  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 $312,396
at May 31,  2006,  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, 2006,
and the fiscal year ended May 31, 2005,  as a percentage  of total sales are, as
follows:





                                       3
<PAGE>
                                   For fiscal year         For fiscal year
                                   ended May 31, 2006      ended May 31, 2005
                                   ------------------      ------------------

Antenna Sales                             8%                      15%

Shipboard Equipment Sales                 1%                       1%

Instrument Landing System Sales           6%                       7%

Collinear Antenna Sales                  10%                       6%

Tower Sales                               4%                       4%

Mast Sales                                0%                       1%

Spares and Accessories Sales             12%                       9%

Commercial Antenna Sales                  9%                       4%

BAE SYSTEMS Sales                        50%                      53%


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 2006, BAE SYSTEMS was the single largest  customer
and accounted for 50% of the total sales  volume.  The United States  Government
was the second largest customer and accounted for 11% of total sales. Thales ATM
was the third largest  customer and accounted for 5% of total sales.  Orders for
equipment in some of these product categories are in backlog and, therefore, BAE
SYSTEMS , Thales ATM, and the United States  Government are expected to be major
clients again in 2007.

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

Antenna Products  Corporation,  including its  predecessors,  have been building
antennas and related  structures and systems for over 30 years.  We believe that
Antenna Products  Corporation  enjoys a reputation for building quality products
at a  competitive  price,  because we  continue to be asked to bid for new work.

                                       4
<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
24% of total inventory,  $312,396 is currently  maintained in stock for delivery
to  customers.  Some raw  materials  are also  inventoried  to support  customer
delivery schedules.  Antenna Products  Corporation  performs work for the United
States Government  primarily under fixed-price prime contracts and subcontracts.
Under fixed-price  contracts,  Antenna Products Corporation realizes any benefit
or detriment occasioned by lower or higher costs of performance.

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

Antenna  Products  Corporation  does  not  depend  on  any  license,  patent  or
trademark,  other 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 2006,  Antenna  Products  Corporation  invested  3.9% of sales in
independent  research  and  development  (R&D) and bid and  proposal  activities


                                       5
<PAGE>
(B&P).  The level of expenditures as a ratio to sales is expected to continue at
this  level in 2007.  The  level of  expenditures  for R&D and B&P as a ratio to
sales was 2.9% of sales in 2005. Antenna Products  Corporation does not consider
patents  to be  material  to its  operations  nor would the loss of any  patents
adversely affect operations.

Tumche Corp.

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

Phazar Antenna Corp.

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

Phazar Antenna Corp.  provides a complete line of commercial  wireless fixed and
mobile  antennas for ISM (instrument  scientific  medical),  wireless  Internet,
wireless LAN,  wireless local loop,  fixed GPS, MMDS (fixed  wireless) and WiMax
market applications. This product line complements Antenna Products 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, 2006,  amounted to approximately 9% of
total sales.  We expect that for fiscal year ended May 31, 2007 this  percentage
will  increase as new  antennas  are added to the  commercial  wireless  product
lines.  The  Phazar  Antenna  Corp.   commercial   wireless  product  lines  are
manufactured at Antenna Products Corporation's plant in Mineral Wells, Texas.

Thirco, Inc.

Thirco,  Inc.  was formed on November 1, 1993 as a Delaware  company to purchase
and lease  equipment and facilities to the other operating units of PHAZAR CORP.
The primary lease  arrangements  are with Antenna Products  Corporation.  Thirco
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.

Backlog

The backlog of orders at Antenna  Products  Corporation and Phazar Antenna Corp.
was $1.2  million at year-end.  This  compares to $4.4 million in backlog at the
end of fiscal year 2005.

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


                                       6
<PAGE>
wire, wire rope, electronic components and  electro-mechanical  components.  The
materials  are  commonly  available  from  numerous  sources,   including  local
distributors in quantities sufficient to meet the needs of the subsidiaries. The
availability  and supply of raw materials is not  considered to be a problem for
PHAZAR CORP.

Employees

As of July 14, 2006,  Antenna  Products  Corporation  and Phazar  Antenna  Corp.
combined employed a total of sixty-one  employees,  fifty-nine full time and two
part time. Of the sixty-one,  ten are employed in administration and sales, nine
in engineering and technical  support,  and forty-two 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
2006, and 2005 were 6.6% and 14.8%, respectively, of total sales.

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

Item 2.  Description of Property.

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

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

Thirco 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.

                                       7
<PAGE>
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 2006.




                                     PART II

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

The  information in this item should be read in conjunction  with the Management
Discussion and Analysis of Financial Condition and Results of Operations in Item
6, and the  consolidated  financial  statements and the related notes thereto in
Item 7.

Market Information For The Common Stock

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

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

                                               BID
Quarter Ended                         High             Low

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

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

Holders

At July 14, 2006,  there were  approximately  3,139  holders of record of common
stock.

Dividends

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

Recent Sales of Unregistered Securities

As partial  consideration  for  attending  the PHAZAR  CORP Board of  Directors'
meetings,  Gary W. Havener,  Clark D. Wraight,  James Miles, James Kenney and R.
Allen Wahl each  received  800 shares of PHAZAR  CORP  common  stock.  Also,  as
partial  consideration  for attending the PHAZAR CORP audit committee  meetings,


                                       8
<PAGE>
James  Miles,  James  Kenny and R. Allen Wahl each  received an  additional  500
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.

As partial  consideration for the transfer of wireless mesh network  technology,
Matthew Jones received  1,000 shares of PHAZAR CORP common stock.  Matthew Jones
agreed to hold the shares for investment and not for further  distribution.  The
certificate  representing the shares bears 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
                                          -------------------------
                                         2006                    2005
                                    ------------            ------------
Net sales                           $  9,488,813            $ 11,614,785
Net income                          $  1,102,681            $  1,737,288

Income per share                    $       0.49            $       0.77

Total assets                        $  7,781,666            $  6,839,740

Long term debt                      $          -            $          -

Dividends                           $       0.00            $       0.00

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

PHAZAR CORP's continuing operation is that of its subsidiaries, Antenna Products
Corporation,  Phazar Antenna Corp.,  Tumche Corp. and Thirco, Inc. As previously
discussed in Item 1, for the purpose of this  discussion,  all results of Phazar
Antenna Corp. are included with the results of Antenna Products Corporation. The
management  discussion  presented  in this item  relates  to the  operations  of
Subsidiary units and the associated consolidated financials as presented in Item
7.

Overview

PHAZAR CORP  operates as a holding  company with Antenna  Products  Corporation,
Phazar  Antenna  Corp.,  Tumche  Corp.  and  Thirco,  Inc.  as its wholly  owned
subsidiaries.   Antenna  Products  Corporation  and  Phazar  Antenna  Corp.  are
operating subsidiaries with Thirco, Inc. serving as an equipment leasing company
to PHAZAR  CORP's  operating  units.  Tumche Corp.  has no sales or  operations.
Antenna Products Corporation designs,  manufactures and markets antenna systems,


                                       9
<PAGE>
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, 2006, as a percentage of total
sales were BAE SYSTEMS 50%, United States Government 11% and Thales ATM, Inc. (a
prime contractor to the Federal Aviation  Administration  for Instrument Landing
Systems) 5%.

Critical Accounting Policies

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

Inventory Valuation

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

Accounts Receivable Valuation

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

Revenue from short-term contracts calling for delivery of products is recognized
as the product is shipped. Revenue and costs under certain long-term fixed price
contracts  with the U.S.  Government  are  recognized  on the units of  delivery
method.  This method  recognizes  as revenue the contract  price of units of the
product  delivered  during each period and the costs  allocable to the delivered
units as the cost of earned revenue.  Costs  allocable to undelivered  units are
reported in the  balance  sheet as  inventory.  Amounts in excess of agreed upon



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<PAGE>
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, 2006 ("2006") compared with year ended May 31, 2005 ("2005")

PHAZAR  CORP's  consolidated  sales from  operations  were  $9,488,813  in 2006,
compared to consolidated  sales from  operations of $11,614,785 in 2005.  PHAZAR
CORP recorded a net profit of  $1,102,681  in 2006,  compared to a net profit of
$1,737,288 in 2005.

PHAZAR CORP's net income decreased  $634,607 or 37% on 18% lower sales in fiscal
year 2006,  compared to fiscal year ended May 31, 2005.  The decrease was due to
lower  margins on  products  sold  during  the year  ended May 31,  2006 and the
completion  of the BAE Systems  production  and  installation  contracts  in the
second quarter of FY2006.

Orders  decreased in both military and  commercial  markets from a total of $9.2
million in 2005 to $6.3 million in 2006.  This resulted in an ending  backlog of
firm  orders at May 31,  2006,  of $1.2  million,  down from the prior  year-end
backlog of $4.4  million.  The 2005 year-end  backlog  included the $2.8 million
balance on the BAE SYSTEMS production contract that was completed in 2006.

Cost of sales and contracts for the  operations and gross profit for fiscal year
2006, were $6.12 million and $3.37 million, respectively. For the same period in
2005, cost of sales and contracts for the operations and gross profit were $7.49
million  and $4.12  million,  respectively.  The  gross  profit  margin  for the
operations  for fiscal year 2006,  was 36% compared to 35% in 2005. The increase
in  gross  margin  is  due to the  mix of  products  sold  in  2006.  Sales  and
Administration expenses were $1.81 million in 2006, compared to $1.61 million in
2005. When expressed as a ratio to sales, sales and administration expenses were
19% of sales in 2006, compared to 14% in 2005. Sales and administration expenses
increased when marketing  expenses  increased due to additional  advertising and
show  expenses.  A decrease  in labor  charges to  contract  work  orders and an
increase in charges to overhead  accounts  also  contributed  to the increase in
sales and administrative  expenses.  Operating margins decreased to 16% in 2006,
compared to 22% in 2005 due to the higher sales and administrative  expenses and


                                       11
<PAGE>
slow sales in the fourth quarter.  Bid and proposal activities and discretionary
product  development  spending totaled $373,395,  or 3.9% of sales in 2006. This
compares  to $331,810 or 2.9% of sales in 2005.  The  increase in  discretionary
product development was required to develop new wireless antennas for commercial
applications. Interest expense for the operations decreased from $14,820 in 2005
to $0 in  2006,  due to the  payment  in  full of a  mortgage  note to a bank on
October 1, 2004.

Income from operations before income taxes was $1,686,949 in 2006, compared to a
pre-tax income of $2,645,337 in 2005.

United  States  Government  contracts  contain  a  provision  that  they  may be
terminated at any time for the convenience of the Government. In such event, the
contractor is entitled to recover allowable costs plus any profits earned to the
date of termination.  The possibility  that Government  priorities could change,
causing  a delay  or  cancellation  of  existing  contracts  and  any  potential
follow-on work, makes it impossible to accurately  predict whether revenues will
increase or decrease in the upcoming year.

Product Warranties

PHAZAR CORP's  management  estimates  accrued warranty expense based on warranty
work received but not performed and on analysis of historical  trends  including
actual expense as a percent of sales.  Changes in accrued warranty liability for
the years ended May 31, are as follows:

                                           2006                      2005
                                      -------------             -------------
Beginning balance                         $  99,329                 $ 211,000
Cost incurred for rework                    (12,472)                  (12,526)
Accrual for current year estimate            41,792                    99,329
Change in accrued estimate                   86,857                  (198,474)
                                      -------------             -------------
Ending balance                            $  41,792                 $  99,329
                                      =============             =============


Liquidity and Capital Resources

Funds generated from operations are the major internal  sources of liquidity and
are  supplemented  by funds  derived  from  capital  markets,  principally  bank
facilities.  PHAZAR CORP has a $1.0 million revolving demand line of credit with
a bank.  The credit line is  regulated  under a  borrowing  base  formula  using
inventories  and  accounts  receivable  as  collateral.  The  interest  rate  is
established  as equal to Wall  Street  prime and is subject to a loan  agreement
with restrictive  covenants.  The most restrictive  financial  covenant requires
PHAZAR CORP to maintain $2.0 million in tangible net worth and Antenna  Products
Corporation to maintain $1.0 million of working capital. At May 31, 2006, PHAZAR
CORP had a tangible net worth of $7.3  million and Antenna  Products had working
capital of $3.4 million.  As of May 31, 2006,  Antenna Products  Corporation had
drawn $0 of the $1.0 million  line of credit with $1.0 million of the  borrowing
base available and unused.  The revolving  credit line agreement is renewable on
September 30, 2006.  PHAZAR CORP believes that its cash and the credit available
at May 31, 2006, is sufficient to fund the Company's  operations for at least 12
months.


                                       12
<PAGE>
Management  of the operating  subsidiaries  evaluate the  facilities  and review
equipment  requirements for existing and projected contracts on a regular basis.
An annual  capital plan is generated by management and submitted to the Board of
Directors for review and approval.  In fiscal year 2006,  there were no  capital
expenditures  for new and  replacement  equipment.  The Company anticipates that
the existing  facilities and  equipment are  adequate  to handle  the  projected
business in fiscal year 2007 and  intends to limit the 2007  capital  program to
less than $150,000 for improvements and new equipment.

At May 31,  2006,  PHAZAR  CORP had cash and  cash  equivalents  of  $4,548,698.
Deferred revenue at May 31, 2006, is $0.

The decrease in accounts  receivable to $461,485 at May 31, 2006,  from $663,098
at May 31, 2005, and the increase in cash and cash  equivalents  from $2,677,523
at May 31, 2005, to $4,548,698 at May 31, 2006,  reflects the  completion of the
prior BAE SYSTEMS contracts and payments of invoices.  The Company is attempting
to  maximize  its  return on cash while  looking  for other  opportunities.  The
backlog of orders was $1.2 million on May 31, 2006,  compared to $1.6 million on
May 31,  2005,  excluding  the BAE  SYSTEMS  contracts.  Based on the  number of
inquiries  received in the fourth  quarter,  sales of other  products  including
instrument  landing systems and commercial  wireless antennas are expected to be
soft in the first quarter of fiscal year 2007. The decrease in accounts  payable
and accrued expenses to $506,578 at May 31, 2006, from $793,194 at May 31, 2005,
reflects  the  material   purchased  for  contracts   currently  in  production.
Inventories  decreased to $1,294,648 at May 31, 2006, from $2,065,539 at May 31,
2005,  due to the decrease in work in process to $516,251 at May 31, 2006,  from
$1,204,466  at May 31,  2005,  on items not  scheduled  to ship  until the first
quarter of fiscal year 2007.

Cash  provided by the operating  activities in the year ended May 31, 2006,  was
$1,833,175  compared to cash provided by  operations of $2,487,576  for the same
period in 2005.  $1,102,681 of cash provided by operating  activities at May 31,
2006,  represented PHAZAR CORP's net income compared to $1,737,288 net income at
May 31, 2005.

Cash was not used in investing activities during the years ended  May 31,  2006,
and 2005.

Cash  provided  by  financing  activities  in the year ended May 31,  2006,  was
$38,000  compared to cash used in financing  activities of $527,918 for the same
period  in 2005.  The  financing  activities  for the year  ended  May 31,  2006
consisted  primarily  of  proceeds  from  the  exercise  of stock  options.  The
financing  activities  for the year ended May 31, 2005,  consisted  primarily of
payment in full of long term debt with a bank. Antenna Products  Corporation had
a long-term bank note for $1.2 million  collateralized  by the Antenna  Products
Corporation  plant,  property,  and  equipment.  The  $631,918  balance  of this
long-term bank note was paid in full on October 1, 2004.










                                       13
<PAGE>
Item 7.  Financial Statements.

PHAZAR CORP consolidated  financial statements for the fiscal year ended May 31,
2006.



                                 C O N T E N T S


                                                                        Page


CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

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

































                                       14
<PAGE>
                          PHAZAR CORP AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             MAY 31, 2006, AND 2005

                                     ASSETS

                                                         2006         2005
                                                    ------------- -------------
CURRENT ASSETS
  Cash and cash equivalents                         $  4,548,698  $  2,677,523
  Accounts receivable:
     Trade, net of allowance for doubtful accounts
        of $7,021 in 2006, and 2005                      436,576       437,820

     United States Government                             24,909       225,278
  Inventories                                          1,294,648     2,065,539
  Prepaid expenses and other assets                       76,249        74,278
  Income taxes receivable                                172,427             -
  Deferred income taxes                                   41,442        62,342
                                                    ------------  ------------
  Total current assets                                 6,594,949     5,542,780

  Property and equipment, net                          1,168,620     1,290,710

  Identifiable intangible assets                           1,250         6,250
                                                    ------------  ------------
TOTAL ASSETS                                        $  7,764,819  $ 6,839,740
                                                    ============  ============













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














                                       15
<PAGE>
                          PHAZAR CORP AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             MAY 31, 2006, AND 2005

                      LIABILITIES AND SHAREHOLDERS' EQUITY

                                                         2006         2005
                                                    ------------- -------------
CURRENT LIABILITIES
  Accounts payable                                  $    182,792  $    172,275
  Accrued expenses                                       323,786       620,918
  Income tax payable                                           -        54,656
                                                    ------------  ------------
  Total current liabilities                              506,578       847,849
                                                    ------------  ------------
  Deferred income taxes                                    3,809        19,133
                                                    ------------  ------------
      Total long-term liabilities                          3,809        19,133
                                                    ------------  ------------
      Total liabilities                                  510,387       866,982
                                                    ------------  ------------
COMMITMENTS AND CONTINGENCIES                                  -             -

SHAREHOLDER'S EQUITY

Preferred stock, $1 par, 2,000,000 shares authorized,
  none issued or outstanding, attributes to be
  determined when issued                                       -             -
Common stock, $0.01 par, 6,000,000 shares authorized
    2,281,528 and 2,256,028 issued and outstanding        22,816        22,561
  Additional paid in capital                           3,213,901     3,035,164
  Retained earnings                                    4,017,715     2,915,033
                                                    ------------  ------------
   Total shareholders' equity                          7,254,432     5,972,758
                                                    ------------  ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          $  7,764,819  $  6,839,740
                                                    ============  ============










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








                                       16
<PAGE>
                          PHAZAR CORP AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                       YEARS ENDED MAY 31, 2006, AND 2005


                                                         2006         2005
                                                    ------------- -------------
Sales and contract revenues                         $  9,488,813  $ 11,614,785
Cost of sales and contracts                            6,119,624     7,492,185
                                                    ------------  ------------
   Gross Profit                                        3,369,189     4,122,600

Sales and administration expenses                      1,813,041     1,605,070
                                                    ------------  ------------
   Operating Profit                                    1,556,148     2,517,530
                                                    ------------  ------------
Other income (expense)
     Interest expense                                          -       (14,820)
     Interest income                                      82,154         3,861
     Other income                                         48,647       138,766
                                                    ------------  ------------
Total other income                                       130,801       127,807
                                                    ------------  ------------
Income from operations before income taxes             1,686,949     2,645,337

Income tax provision                                     584,268       908,049
                                                    ------------  ------------
Net income                                          $  1,102,681  $  1,737,288
                                                    ============  ============
Basic earnings per common share                     $       0.49  $       0.77
                                                    ============  ============
Diluted earnings per common share                   $       0.48  $       0.75
                                                    ============  ============









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













                                       17
<PAGE>
                          PHAZAR CORP AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                       YEARS ENDED MAY 31, 2006, AND 2005

                              Common Stock
                              ------------  Additional
                            Number           Paid In     Retained
                          of Shares   Amount Capital     Earnings     Total
                          --------- -------- ---------- ---------- -----------
BALANCE, MAY 31, 2004     2,197,828 $ 21,979 $2,829,029 $1,177,745 $4,028,753

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

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

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

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

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

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

Tax benefit for employee
 stock option plans               -        -     54,448          -     54,448

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



















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




                                       18
<PAGE>
                          PHAZAR CORP AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                       YEARS ENDED MAY 31, 2006, AND 2005

                                                         2006         2005
                                                    ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                          $  1,102,681  $  1,737,288
  Adjustments to reconcile net income to net cash
  provided by operating activities:
    Depreciation                                         122,092       184,606
    Amortization                                           5,000        81,799
    Stock based compensation                             131,772       102,717
    Stock based payment                                    9,220             -
    Deferred federal income tax                            5,576         2,015
    Changes in assets and liabilities:
      Accounts receivable                                201,613     1,140,346
      Inventory                                          770,891      (610,089)
      Income taxes receivable                           (172,427)            -
      Prepaid expenses                                    (1,971)      (11,209)
      Accounts payable                                    10,516       107,990
      Accrued expenses                                  (297,132)        8,208
      Income taxes payable                               (54,656)     (256,095)
                                                    ------------  ------------
    Net cash provided by operating activities          1,833,175     2,487,576
                                                    ------------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                           -             -
                                                    ------------  ------------
    Net cash used in investing activities                      -             -














TheNotes 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, 2006, AND 2005

                                                         2006          2005
                                                    ------------  ------------
CASH FLOWS FROM FINANCING ACTIVIITES:
 Principal payments on long-term debt               $          -  $   (631,918)
 Proceeds from exercise of stock options                  38,000       104,000
                                                    ------------  ------------
  Net cash provided by (used in) financing activities     38,000      (527,918)
                                                    ------------  ------------
  Net increase in cash and cash equivalents            1,871,175     1,959,658

CASH AND CASH EQUIVALENTS, beginning of year        $  2,677,523  $    717,865
                                                    ------------  ------------
CASH AND CASH EQUIVALENTS, end of year              $  4,548,698  $  2,677,523
                                                    ============  ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
 Cash paid during the period for:

  Interest (none capitalized)                       $          -  $     14,820
                                                    ============  ============
  Income taxes                                      $    740,000  $  1,162,130
                                                    ============  ============




















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









                                       20
<PAGE>
NOTE 1. BUSINESS AND NATURE OF OPERATION

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

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

                                                      2006         2005
                                                      ----         ----
        BAE SYSTEMS                                    50%          53%
        Federal Government                             11%           8%
        Thales ATM, Inc.                                5%           5%

     At May 31, 2006, and 2005, trade receivables from four customers  comprised
     approximately 60% and 57%, respectively, of the trade receivable balance at
     those dates.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Principles of Consolidation

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

     Sales and Contract Revenues and Related Costs - Antennas

         Antenna  Products  Corporation  manufactures  and markets  standard and
         custom   antennas,   wireless   mesh  network   solutions,   guyed  and
         self-supported  towers,  support  structures,  masts and  communication
         accessories worldwide. Customers include the U.S. Government,  military
         and civil agencies,  U.S.  Government prime  contractors and commercial
         clients.  Examples of Antenna Products  Corporation's  U.S.  Government
         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;  WiMax Antennas,
         automatic  meter reading  (AMR),  cellular,  paging and yagi  antennas,
         guyed towers and self supported towers.

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


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

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

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

     Inventories

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

     Property and Equipment

         Property  and  equipment  are recorded at cost and  depreciated  by the
         straight-line  method  over the  expected  useful  lives of the assets.
         Expenditures for normal  maintenance and repairs are charged to income,
         and significant  improvements are capitalized.  The cost of assets sold
         or abandoned and the related  accumulated  depreciation  are eliminated
         from the accounts and the net amount,  less proceeds from disposal,  is
         charged or credited to income.

     Use of Estimates and Assumptions

         Management  uses  estimates  and  assumptions  in  preparing  financial
         statements in accordance with generally accepted accounting principles.
         Those estimates and assumptions  affect the reported  amounts of assets


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

         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, 2006,  and 2005,  were  approximately  $283,000 and
         $302,000, respectively.

     Cash and Cash Equivalents

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

     Stock-based Employee Compensation

         The Company accounts for stock based  compensation  arrangements  under
         the  provisions  of  Accounting   Principles   Board  Opinion  No.  25,
         "Accounting for Stock Issued to Employees", which requires compensation
         cost to be measured at the date of grant based on the  intrinsic  value
         of the options  granted.  The intrinsic  value of an option is equal to
         the difference between the market price of the common stock on the date
         of grant  and the  exercise  price of the  option.  In 2006,  the Board
         approved options to purchase 50,000 shares of common stock at $9.22 per
         share to an  employee  which was also the  market  price of the  common
         stock on that date, therefore there is no pro-forma effects on earnings
         to disclose for this option. No stock options were granted in 2005.

         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.




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

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
         2,263,094  and  2,242,056  for the years ended May 31, 2006,  and 2005,
         respectively.

Dilutive  effect of stock options  outstanding  for the year ended May 31, 2006,
and May 31, 2005, are computed as follows:

                                                         2006         2005
                                                    ------------- -------------
Numerator:
 Net income                                         $  1,102,681  $  1,737,288
                                                    ------------  ------------
 Numerator  for basic and  diluted  earnings
per share                                              1,102,681     1,737,288

Denominator:
 Weighted-average shares outstanding-basic             2,263,094     2,242,056

Effect of dilutive securities:
 Stock options                                            42,364        76,480
                                                    ------------  ------------
Dilutive potential common shares                          42,364        76,480
                                                    ------------  ------------
 Denominator for diluted earnings per share-
 Weighted-average shares                               2,324,036     2,318,536
                                                    ============  ============
 Basic earnings per share                           $       0.49  $       0.77
                                                    ============  ============
 Diluted earnings per share                         $       0.48  $       0.75
                                                    ============  ============

Deferred Revenue

         Payments which are received in advance of the completion of the related
         phase of a contract  are recorded as deferred  revenue  when  received.
         Revenue is  recognized  when earned based on cost incurred to date plus
         estimated  profit margin in relation to the total  estimated  cost plus
         profit  margin  on  the  entire  project.   Estimated  losses  will  be
         recognized  in their  entirety  when  they  become  apparent.  Deferred
         revenue  recorded at each of the years ended May 31, 2006,  and May 31,
         2005, is $0.

Shipping and Handling Costs

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




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

New Accounting Pronouncements

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

         In  December  2004 the FASB  issued SFAS  Statement  123R,  Share Based
         Payment.  SFAS No. 123R requires all share-based  payments to employees
         to be  recognized  in the income  statement  based on fair values.  Pro
         forma disclosure is no longer an alternative. The standard is effective
         for the Company beginning in fiscal year 2007.
         The Company will apply the modified  prospective method, which requires
         that it record compensation  expense for all unvested stock options and
         restricted stock awards  beginning  in  fiscal  year  2007.  Management
         expects the adoption of SFAS No. 123R will reduce fiscal 2007 operating
         income by approximately $46,000 based on the number of unvested options
         at the  beginning  of the year,  excluding any that might be granted in
         2007.

         SFAS 123R  also requires  that  the  benefits  associated  with the tax
         deductions in excess of recognized compensation cost will  be  reported
         as a  financing  cash flow,  rather  than  as an operating cash flow as
         required under  current literature.   This requirement will reduce  net
         operating cash flows and increase net financial  cash flows  in periods
         after the effective  date.   These future amounts  cannot be estimated,
         because they depend on,  among other things,  when  employees  exercise
         stock options.

         In December  2004 the FASB  issued SFAS  Statement  153,  Exchanges  of
         Nonmonetary Assets, an amendment of APB Opinion No. 29. SFAS No. 153 is
         based on the principle that  exchanges of nonmonetary  assets should be
         measured  based on the fair value of the assets  changed.  SFAS No. 153
         eliminates  an exception to this  principle  provided by Opinion No. 29
         for  exchanges  of similar  productive  assets and  replaced it with an
         exception  for  exchanges  of  nonmonetary  assets  that  do  not  have
         commercial substance.  This standard is effective for nonmonetary asset
         exchanges  occurring in fiscal periods  beginning  after June 15,  2005
         with earlier application  permitted.  The adoption of this standard did
         not have a material impact on the Company's financial statements.










                                       25
<PAGE>
NOTE 3.  INVENTORIES

     The major components of inventories are as follows:

                                                2006                 2005
                                          ----------------    -----------------
         Raw materials                        $   466,001          $   544,870
         Work in process                          516,251            1,204,466
         Finished goods                           312,396              316,203
                                          ---------------     ----------------
         Total inventories                   $  1,294,648         $  2,065,539
                                          ===============     ================

     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,  2006,  and May 31,  2005,  were
     $433,978 and $740,683, respectively.

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

NOTE 4.  PROPERTY AND EQUIPMENT

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

                                    Estimated
                                    Useful Life    2006        2005
                                    ----------- ----------  ----------
      Land                                      $  375,136  $  375,136
      Buildings and improvements    15-30 years  1,873,217   1,873,217
      Machinery and equipment          10 years  3,402,145   3,402,145
      Automobiles and equipment         3 years    106,898     106,898
      Office furniture and fixtures    10 years    454,266     454,266
                                                ----------  ----------
                                                 6,211,662   6,211,662
      Less accumulated depreciation              5,043,042   4,920,952
                                                ----------  ----------
      Net property and equipment                $1,168,620  $1,290,710
                                                ==========  ==========

NOTE 5.  INTANGIBLE ASSETS
                                                      2006         2005
                                                   ---------   ----------
Included in intangible assets at
 May 31 are the following:
   Noncompete agreements (Phazar Antenna Corp.)    $  60,000   $   60,000
   Patents, copyrights and other                     389,593      389,593
                                                   ---------   ----------
     Intellectual property (Phazar Antenna           449,593      449,593
Corp.)
   Accumulated amortization                         (448,343)    (443,343)
                                                   ---------   ----------
                                                   $   1,250   $    6,250
                                                   =========   ==========

                                       26
<PAGE>
NOTE 5.  INTANGIBLE ASSETS - continued

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

     Aggregate amortization expense for the year ended May 31, 2006, was $5,000.
     Aggregate amortization expense for next year is as follows:

         2007                                                  $1,250

NOTE 6.  NOTES PAYABLE

     At May 31,  2006,  and 2005,  notes  payable  consist of a  revolving  note
     payable  to a bank,  with a  maximum  amount  not to exceed  the  lesser of
     $1,000,000  or a calculated  borrowing  base  determined by a formula based
     upon the amount of certain qualified receivables and inventories as defined
     in the loan agreement. Amount available under the revolving note at May 31,
     2006, and May 31, 2005 was $1,000,000.

     Interest is payable monthly at the prime rate (8% and 6.0% at May 31, 2006,
     and 2005, respectively) until September 30, 2006, when any unpaid principal
     and interest shall be due.  Borrowings under the revolving note payable are
     collateralized by accounts receivable and inventories. Under the agreement,
     the  Company  must  maintain  minimum net worth of  $2,000,000  and working
     capital of $1,000,000.

NOTE 7.  LONG-TERM DEBT

     At May 31, 2006, and May 31, 2005, PHAZAR CORP had no long-term debt.

NOTE 8.  INCOME TAXES

 Components of the income tax provision are as follows:

                                                            2006        2005
                                                         ----------  ----------
    Federal income taxes at statutory rate
        on income before income taxes                    $ 569,711   $ 896,226

 State income taxes statutory rate                           3,851       9,378

 Non-deductible expenses and other                          10,706       2,445
                                                         ---------   ---------
 Total provision                                         $ 584,268   $ 908,049
                                                         =========   =========
 Deferred portion of provision                           $   5,576   $   2,015
 Current portion of provision                              578,692     906,034
                                                         ---------   ---------
 Total provision                                         $ 584,268   $ 908,049
                                                         =========   =========





                                       27
<PAGE>
NOTE 8.  INCOME TAXES - continued

 The tax effects of temporary differences that give rise to
 significant  portions of the deferred tax assets and
 deferred tax liabilities are presented below:
                                                            2006        2005
                                                         ----------  ----------
 Deferred tax assets:
   Accounts receivable, due to allowance for
     doubtful accounts                                   $   2,387   $   2,387
   Accrued expenses, due to warranty accrual                14,209      33,772
   Accrued expenses, due to vacation accrual                24,845      26,183
   Intangible assets, due to difference in amortization     86,144      93,648
                                                         ---------   ---------
 Total deferred tax assets                               $ 127,585   $ 155,990

 Deferred tax liabilities:

   Property and equipment, principally due to
    difference in depreciation                           $ (89,952)  $(112,781)
                                                         ---------   ---------
 Total deferred tax liabilities                          $ (89,952)  $(112,781)
                                                         ---------   ----------
    Net deferred tax assets                              $  37,633   $  43,209
                                                         =========   =========

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

    Current deferred tax assets                          $  41,442   $  62,342
    Long-term deferred tax liabilities                      (3,809)    (19,133)
                                                         ---------   ---------
    Net deferred tax assets                              $  37,633   $  43,209
                                                         =========   =========

NOTE 9.  COMMITMENTS AND CONTINGENCIES

     The  Company  has adopted an employee  profit  sharing  plan under  Section
     401(k) of the Internal  Revenue Code.  All employees  with a minimum of one
     year of  employment  are  eligible to  participate.  The Company will match
     employee  contributions for an amount up to 3% of each employee's salary if
     certain earnings  requirements are met.  Contributions  are invested at the
     direction of the employee in one or more funds. Company  contributions vest
     after three years of service. Company contributions amounted to $65,609 and
     $64,191 for the years ended May 31, 2006, and May 31, 2005, respectively.

     Concentration of Credit Risk

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

              The Company  sells many of its  products  to the U.S.  Government,
              both military and civil agencies, and prime contractors.  Although


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

              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, 2006.

              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 leased software under a noncancelable  operating lease
              arrangement.  Rent expense under this lease  agreement  during the
              years ended May 31, 2006,  and May 31,  2005,  was $0 and $31,925,
              respectively.

              The software lease agreement was paid in full in May, 2005.

         Legal Proceedings

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

         Product Warranties

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







                                       29
<PAGE>
NOTE 9.  COMMITMENTS AND CONTINGENCIES - continued

              Changes in accrued warranty  liability for the years ended May 31,
              are as follows:
                                                       2006           2005
                                                  -------------  -------------
              Beginning balance                      $  99,329      $ 211,000
              Cost incurred for rework                 (12,472)       (12,526)
              Accrual for current year estimate         41,792         99,329
              Change in accrued estimate                86,857       (198,474)
                                                  ------------   ------------
              Ending balance                         $  41,792      $  99,329
                                                  ============   ============

NOTE 10. STOCK OPTIONS

     In 1999, the Board approved  options to purchase  60,000 shares at $2.00 to
     an officer of the Company, of which all 60,000 shares have been exercised.

     In 2000,  the board  approved  options to purchase  75,000 shares of common
     stock at $2.00 per share to an employee  of the  Company,  of which  16,000
     shares have been exercised.  The options expire the earlier of November 20,
     2007, or the employee's last day of employment.

     In 2005, the Board did not grant any stock options.

     In 2006,  the Board  approved  options to purchase  50,000 shares of common
     stock at $9.22 per share to an employee of the Company,  of which no shares
     have been  exercised.  The options  expire between May 29, 2012 and May 29,
     2016, or the earlier of the employee's last day of employment.

     A summary of the status of the  Company's  stock  option plan as of May 31,
     2006, and May 31, 2005 and changes for the years then ended are as follows:

                                                               Weighted
                                                               Average
                                                               Exercise
                                                   Shares      Price
                                                   ----------  ----------
     Outstanding at May 31, 2004                      130,000        2.00
                    Granted                                 -           -
                    Exercised                          52,000        2.00
                    Forfeited                               -           -

     Outstanding at May 31, 2005                       78,000        2.00
                    Granted                            50,000        9.22
                    Exercised                          19,000        2.00
                    Forfeited                               -           -

     Outstanding at May 31, 2006                      109,000        5.31
                                                   ==========  ==========
     Exercisable at May 31, 2006 and May 31, 2005      59,000      78,000
                                                   ==========  ==========
     --------------------------------------------
     Weighted averaged remaining
         Contractual  life (in  years)  2000
         and 2006  plans at May 31, 2006
         and 1999 and 2000 plans at May 31, 2005         4.48        2.29
                                                   ==========  ==========
                                       30
<PAGE>
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  65   President and Chief Executive Officer,
                      PHAZAR CORP; Sole Director Antenna
                      Products Corp., Phazar Antenna Corp.,
                      Tumche Corp. and Thirco, Inc.,
                      subsidiaries of
                      PHAZAR CORP; President, Tumche Corp.,
                      Thirco, Inc. and Sinan Corp.                January 1992

Clark D. Wraight 62   Vice President and Secretary, Treasurer,
                      PHAZAR CORP; President and General
                      Manager, Antenna Products Corp. and
                      Phazar Antenna Corp.; Vice President,
                      Tumche Corp. and Thirco, Inc.; Secretary/
                      Treasurer, Tumche Corp., Thirco, Inc.,
                      and Phazar Antenna Corp.                    October 1996

R. Allen Wahl    78   Independent Business Consultant and
                      Past President & COO of Valmont
                      Industries                                  October 1999

James Miles      63   Past Vice President and General Manager,
                      GTE Media Ventures; Past President,
                      Contel of California                        November 1999

James Kenney     65   Executive Vice President and Owner
                      San Jacinto Securities, Inc.                November 1999

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

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


                                       31
<PAGE>
of Antenna Products  Corporation,  President and  Secretary/Treasurer  of Phazar
Antenna Corp., Vice President and  Secretary/Treasurer of Tumche Corp., and Vice
President and Secretary/Treasurer of Thirco, Inc., subsidiaries of the Company.

         Mr. Wahl was President and COO of Valmont  Industries  until 1985.  The
principal  business of Valmont  Industries is manufacturing  steel tubular poles
and lattice towers for the communication  industry. Mr. Wahl currently serves as
an independent business consultant since 1985.

         Mr. Miles  served as Vice  President  and General  Manager of GTE Media
Ventures, a cable television design and operations company, from 1994 until 1999
and as President of Contel of California, a telecommunications company from 1984
until 1996.  Mr. Miles was a Director of Desert  Community  Bank until 1994. Mr.
Miles retired in 1999 and has been involved in personal financial activities for
the past seven years.

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

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

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

         Based solely on its review of the copies of such forms  received by it,
or written  representations from certain reporting persons, the Company believes
that,  during the fiscal  year ended May 31,  2006,  all  Section  16(a)  filing
requirements applicable to its officers,  directors and ten-percent shareholders
have been filed.

Item 10.  Executive Compensation.

Name and Principal Position    Annual Compensation
---------------------------    -------------------
President and CEO
                     Fiscal Year                       Other Annual
                     Ended May 31 Salary ($) Bonus ($) Compensation ($)
                     ------------ ---------- --------- ----------------
Gary W. Havener      2006         $0         $0        $     2,000(1)
                                                       $    98,000(2)

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

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

    (1)      PHAZAR CORP Director's Fee.
    (2)      Antenna Products Corp. Director's Fee


                                       32
<PAGE>
COMPENSATION OF DIRECTORS

Compensation  for PHAZAR  CORP  Board  members is set at $500 plus 200 shares of
PHAZAR CORP common stock for each board meeting attended.  A total of $2,000 and
800 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, 2006.

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.
$1,250 and 500 shares were paid each to James  Kenney,  James Miles and R. Allen
Wahl in the fiscal year ended May 31, 2006.

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

The following table set forth the beneficial  ownership of the Company's  Common
Stock as of July 14,  2006,  (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.                       102,600                4.5%
P.O. Box 121697
Ft. Worth, TX 76121

R. Allen Wahl                       3,200                 .14%
13 Collinway Place
Dallas, TX 75230

Clark D. Wraight
Antenna Products Corporation       64,400                2.82%
101 S.E. 25th Ave.
Mineral Wells, TX 76067

James Miles                         3,300                .14%
420 Private Rd. 52363
Pittsburg, TX 75686

James Kenney                        2,500                .11%
5949 Sherry Lane, Suite 960
Dallas, TX 75225

All directors and officers        176,000               7.71%
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.



                                       33
<PAGE>
     (2) Based on total outstanding shares of 2,281,828 as of July 14, 2006

     (3) Sinan Corp.,  wholly  owned by Mr.  Havener and his  children,  owns of
         record  100,000  of  these  shares  representing  4.38%  of  the  total
         outstanding  shares.  Mr.  Havener as President of Sinan Corp. has sole
         voting and investment  power with respect to all shares of common stock
         shown as beneficially owned by Sinan Corp.

Item 12. Certain Relationships and Related Transactions.

None

Item 13.  Exhibits and Reports on Form 8-K.

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

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

             Consolidated Balance Sheets - May 31, 2006, and 2005

             Consolidated Statements of Operations  -  Years Ended May 31, 2006,
             and 2005

             Consolidated Statement of Shareholders' Equity -Years Ended May 31,
             2006, and 2005

             Consolidated Statements of Cash Flows  -  Years Ended May 31, 2006,
             and 2005

             Notes To Consolidated Financial Statements

     2.  Financial Statement Schedules. Not applicable.

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

     3.  Exhibits.

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

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

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


                                       34
<PAGE>
                    BAE SYSTEMS Subcontract dated April 23, 2004 incorporated by
                    reference to the like numbered  exhibit in the  registrant's
                    annual  report on Form  10-KSB for the fiscal year ended May
                    31, 2004, filed on August 6, 2004

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

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

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

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

             15.    Independent Auditor's Report dated July 28, 2006.

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

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

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

             32.1   Section 1350 Certification

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

(b)      Reports on Form 8-K.

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

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

                                       35
<PAGE>
                    On February 7, 2005, the registrant filed a Form 8-K for the
                    purpose of  disclosing  the BAE  SYSTEMS  subcontract  award
                    granted  to Antenna  Products  Corporation,  a wholly  owned
                    subsidiary of PHAZAR CORP.

Item 14. Controls and Procedures.

As of May 31, 2006, 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,  2006.  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, 2006.

                                   SIGNATURES

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

DATE:  August 8, 2006

                                   PHAZAR CORP


                                   /s/ Gary W. Havener
                                   --------------------------------
                             BY:   Gary W. Havener
                                   Principal Executive Officer and Director

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

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

/s/ Clark D. Wraight
-------------------------------   Principal Financial Officer     August 8, 2006
Clark D. Wraight                  and Principal Accounting Officer
                                  and Director

/s/ James Miles
-------------------------------   Director                        August 8, 2006
James Miles

/s/ James Kenney
-------------------------------   Director                        August 8, 2006
James Kenney

/s/ R. Allen Wahl
-------------------------------   Director                        August 8, 2006
R. Allen Wahl

                                       36
<PAGE>
                                  EXHIBIT INDEX


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

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

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

                  BAE SYSTEMS Subcontract dated April 23, 2004,  incorporated by
                  reference  to the like  numbered  exhibit in the  registrant's
                  annual report on Form 10-KSB for the fiscal year ended May 31,
                  2004, filed on August 6, 2004

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

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

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

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

Exhibit 15. -     Independent Auditor's Report dated July 28, 2006

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



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

Exhibit 32.1 -    Section 1350 Certification

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

















































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