================================================================================
                        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, 2003

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

                         Commission file number 0-12866



                                   PHAZAR CORP

             (Exact name of registrant as specified in its charter)

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

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

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

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

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

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

The Company's net sales for Fiscal Year ended May 31, 2003 was $7,414,397.

As of August 11, 2003, 2,183,328 shares of Common Stock were outstanding and the
aggregate  market  value of the Common Stock (based on the latest price of known
transactions  on the Nasdaq  Smallcap  Market) held by  non-affiliates  (909,739
shares) was approximately $2,247,055.


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<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE

The Company's  Proxy  Statement  dated August 11, 2003 for its annual meeting of
shareholders  to be held October 7, 2003 is  incorporated by reference into Part
III of this report.

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


















































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<PAGE>

                                     PART 1

Item 1.  Description of Business.

General

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

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

Antenna Products Corporation

Antenna  Products  Corporation  was  incorporated in Texas in 1984 to continue a
business  started in 1972 and operated as a closely held "C"  corporation  until
January 24, 1992.  Thereafter,  Antenna Products Corporation has operated,  as a
wholly owned Subsidiary of PHAZAR CORP. Antenna Products  Corporation's  address
is 101 S.E. 25th Avenue,  Mineral Wells,  Texas 76067.  The telephone  number is
(940) 325-3301.

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

Antenna  Products  Corporation's  customer  base  is  primarily  government  and
government  prime  contractor  focused,  but this is slowly  changing as Antenna
Products  Corporation  continues to develop and market new commercial  products.
Antenna  Products  Corporation's  market  is  international  in  scope.  Antenna
Products Corporation  currently focuses on developing domestic markets and has a
limited  amount of foreign  sales.  The  specialized  need of  Antenna  Products
Corporation's  customers and the technology  required to meet those needs change
constantly.  Accordingly, Antenna Products Corporation stresses its engineering,
installation,   service  and  other  support   capabilities.   Antenna  Products
Corporation  uses its own sales and  engineering  staff to service its principal
markets. Some of Antenna Products Corporation's  contracts are large relative to
total annual sales volume and,  therefore,  the composition of the customer base
is different  year to year. In 2003 the U.S.  Government  was the single largest
customer and accounted  for 21% of the total sales volume.  Thales ATM, Inc. was


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

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

Antenna  Products  Corporation  is  primarily a build to order  company and most
manufacturing requirements are established on a contract basis. For this reason,
the  majority of the  inventory is work in process.  Approximately  20% of total
inventory,  $339,376 is currently maintained in stock for delivery to customers.
Some raw materials are also inventoried to support customer delivery  schedules.
Antenna  Products  Corporation  performs work for the United  States  Government
primarily under fixed-price prime contracts and subcontracts.  Under fixed-price
contracts,  Antenna  Products  Corporation  realizes  any  benefit or  detriment
occasioned by lower or higher costs of performance.

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

Antenna  Products  Corporation  plans  to  reinvest  from 2% to 5% of  sales  in
research and development  projects and bid and proposal  activities.  The mix of
expenditures between the two areas in any given year is a function of the demand
for new independently developed innovative systems and the level of requirements
solicited.  In 2003  Antenna  Products  Corporation  invested  2.9% of  sales in
independent  research  and  development  (R&D) and bid and  proposal  activities
(B&P).  The level of expenditures as a ratio to sales is expected to continue at
this  level in 2004.  The  level of  expenditures  for R&D and B&P as a ratio to
sales was 4.5% of sales in 2002. Antenna Products  Corporation does not consider



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patents  to be  material  to its  operations  nor would the loss of any  patents
adversely affect operations.

Tumche Corp. (fka Phazar Aerocorp, Inc.)

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

On June 16, 2003 the name of Phazar  Aerocorp  Inc.  was changed to Tumche Corp.
Tumche Corp is a wholly owned subsidiary of PHAZAR CORP.

Phazar Antenna Corp.

Phazar Antenna Corp. is a wholly owned  Subsidiary of PHAZAR CORP. It was formed
as a Delaware  Corporation  and activated on June 1, 2000.  Phazar Antenna Corp.
operates as a marketing,  research and development  unit. Phazar Antenna Corp.'s
address is 101 S.E.  25th Avenue,  Mineral  Wells,  Texas 76067.  The  telephone
number is (940) 325-3301.

Phazar Antenna Corp.  provides a complete line of commercial  wireless fixed and
mobile  antennas for ISM (instrument  scientific  medical),  wireless  Internet,
wireless LAN, wireless local loop, fixed GPS, MMDS (fixed wireless) and embedded
Bluetooth market  applications.  This product line complements  Antenna Products
Corporations  existing  product  lines of  cellular,  PCS,  paging,  ISM and AMR
(automatic meter reading)  omni-directional  and sector wireless  antennas.  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 $8.2  million at year-end.  This  compares to $3.4 million in backlog at the


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<PAGE>
end of fiscal year 2002. In July, the backlog was $7.4 million. Over 80% of this
backlog will be delivered in the 2004 fiscal year.

Raw Material Source and Supply

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

Employees

As of August 1, 2003  Antenna  Products  Corporation  and Phazar  Antenna  Corp.
combined employed a total of eighty-six employees. Of the eighty-six, twelve are
employed in administration  and sales, ten in engineering and technical support,
and sixty-four in manufacturing. None of Antenna Products Corporation and Phazar
Antenna Corp.'s employees are subject to collective bargaining agreements.

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

Foreign Sales

Antenna Products  Corporation's sales in international  markets are primarily to
foreign  governments or prime  contractors to foreign  governments and, as such,
represent a small percentage of the overall Company annual volume.  The level of
profits  from the  commitment  of assets to this  portion of the  business is no
greater or no less than that of other market segments.  International  sales for
2003 and 2002 were 6.8% and 8.2%, respectively, of total sales.

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

Item 2.  Description of Property.

Antenna Products  Corporation  owns a ten-acre  industrial site located along US
Highway 180 in Mineral Wells,  Texas.  The facility  consists of a main building
containing  60,000 square feet of  manufacturing  area and 10,000 square feet of
administrative  and engineering  offices,  a second building  containing  20,000
square feet of manufacturing and shipping area; and a third building  containing
15,000 square feet utilized for receiving and material control. Three additional
auxiliary  buildings,  which total in excess of 13,350 square feet, are utilized
for chemical etching, painting and storage. The facilities are in good condition
and with the current compliment of machinery and equipment are suitable and more
than adequate to meet production  requirements.  Dependent on the mix of product
types in process in any given time period,  the Company could  potentially  more
than double  output with  current and planned  plant,  property  and  equipment.
Antenna Products  Corporation carries a bank note on the manufacturing  facility
that is amortized over twenty years ending in the year 2011.

Phazar  Antenna Corp.  uses the  facilities of Antenna  Products  Corporation in
Mineral Wells,  Texas. Phazar Antenna Corp. has a leased facility in Ronkonkoma,
New York that it vacated in June,  2002. The Company has attempted to sublet the


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New York facility without  success.  This lease will expire in April of 2004 and
will not be renewed.

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

Item 3.  Legal Proceedings.

None required by this item.

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

No matters were submitted to a vote of security holders through the solicitation
of proxies or otherwise during the fourth quarter of fiscal year 2003.

                                     PART II

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

The  information in this item should be read in conjunction  with the Management
Discussion and Analysis of Financial Condition and Results of Operations in Item
7, and the  Consolidated  Financial  Statements and the Related Notes thereto in
Item 8.

Market Information For The Common Stock

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

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

                                            BID
Quarter Ended                       High             Low

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

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

Holders

At August 1, 2003  there  were  approximately  886  holders  of record of common
stock.




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<PAGE>
Dividends

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

Recent Sales of Unregistered Securities

As partial  consideration  for  attending  the PHAZAR  CORP Board of  Directors'
meetings,  Gary W. Havener,  Clark D. Wraight,  James Miles, James Kenney and R.
Allen Wahl each  received  1,200 shares of PHAZAR CORP common  stock.  Also,  as
partial  consideration  for attending the PHAZAR CORP audit committee  meetings,
James  Miles,  James  Kenny and R. Allen Wahl each  received an  additional  400
shares of PHAZAR CORP common stock.  Each Director agreed to hold the shares for
investment and not for further distribution.  The certificates  representing the
shares  bear  a  legend   restricting   transfer  without  compliance  with  the
registration  requirements of the Federal  Securities Act of 1933 or in reliance
upon an applicable  exemption  therefrom.  PHAZAR CORP relied on section 4(2) of
the Securities Act of 1933 as its exemption from registration.

The  following  table  presents  selected  financial  data of PHAZAR CORP.  This
historical  data  should  be read in  conjunction  with  Consolidated  Financial
Statements and the Related Notes thereto in Item 7.


                           FISCAL YEAR ENDING MAY 31
                           -------------------------

                                                       2003          2002
                                                  -------------  -------------
Net Sales                                         $  7,414,397   $  6,768,258
Income (loss) from continuing Operations          $    251,038   $   (790,697)

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

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

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

Dividends                                         $       0.00   $       0.00

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

Results of Operation

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

Year ended May 31, 2003 ("2003") Compared with Year Ended May 31, 2002 ("2002")

Antenna  Products  Corporation  and Phazar Antenna Corp.  combined,  experienced
improved sales in the third and fourth quarter of fiscal year 2003, resulting in
overall sales of $7.4 million in 2003. This is $600 thousand or 9% more than the

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$6.8 million in sales in 2002.  Orders increased in both military and commercial
markets  from a total of $7.2  million in 2002 to $12.5  million  in 2003.  This
resulted in an ending  backlog of firm orders at  year-end of $8.2  million,  up
significantly from the prior year-end backlog of $3.4 million.

The  year-end  backlog  includes  a $6.2  million  contract  awarded  to Antenna
Products Corporation on April 17, 2003 from BAE Systems ATI. The contract is for
the  production  of  132  crossed  dipole  antennas  plus  the  antenna  support
structures and ground screen items.  This equipment is scheduled to be delivered
to the high  frequency  active  auroral  research  program  (HAARP)  ionospheric
research site near Gokona, Alaska in approximately 12 months.

The gross profit margin for the  continuing  operations for fiscal year 2003 was
38%  compared to 33% in 2002.  Sales and  administrative  expenses as a ratio to
sales were 32% of sales in 2003 compared to 51% in 2002.  The  operating  margin
for 2003 was 6% compared to (17.5%) in 2002.  Warranty  charges of $31,092  were
higher than last year's rate of $27,389 and averaged less than 1% of sales.  Bid
and proposal activities and discretionary  product development  spending totaled
$215,338,  or 2.9% of sales in 2003.  This compares to $301,141 or 4.5% of sales
in 2002. Interest expense for the continuing  operations decreased from $106,921
in 2002 to $101,866 in 2003.

Income from  continuing  operations  before  income  taxes was  $389,837 in 2003
compared to a pre-tax loss of $1,207,810 in 2002.

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

The sale of the  aircraft  interiors  segment  and the  improved  backlog of the
antenna  segment has  positioned  PHAZAR CORP to become  profitable  in the 2004
fiscal year.

Liquidity and Capital Resources

Funds generated from operations are the major internal  sources of liquidity and
are  supplemented  by funds  derived  from  capital  markets,  principally  bank
facilities.  PHAZAR CORP has a $2.0 million revolving demand line of credit that
is partially guaranteed by a principal shareholder. The credit line is regulated
under a borrowing  base formula  using  inventories  and accounts  receivable as
collateral.  The interest rate is established as one percentage  point over Wall
Street prime and is subject to a loan agreement with restrictive covenants.  The
most  restrictive  financial  covenants  require  PHAZAR CORP to  maintain  $2.0
million in tangible net worth and Antenna Products  Corporation to maintain $1.0
million of working capital. At May 31, 2003 PHAZAR CORP had a tangible net worth
of $2.5 million and Antenna  Products  Corporation had a working capital of $1.0
million. As of July 31, 2003 Antenna Products Corporation had drawn $20 thousand
of the $2.0  million  line of credit with $1.58  million of the  borrowing  base
available  and unused.  The  revolving  credit line  agreement  is  renewable in
September  2003.  PHAZAR  CORP  anticipates  renewal of this credit line and has
projected  that the credit  available  is  sufficient  to cover the  operational
requirements of subsidiaries in 2004.

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Net cash flow from operating activities was a positive $233,186 in 2003 compared
to a negative $931,267 in 2002. Inventory decreased $326,004 in 2003 compared to
a decrease  of  $253,718  in 2002.  Accounts  payable  and  accrued  liabilities
decreased $110,526 and accounts  receivable  increased $211,069 in 2003. In 2002
accounts  payable  and  accrued  liabilities   increased  $89,472  and  accounts
receivable  decreased $167,347.  Cash flow used in financing  activities in 2003
was $184,506  compared to net cash provided by financing  activities of $840,217
in 2002.  Cash and cash  equivalents at the end of 2003 were $190,988 a decrease
from $201,806 at the end of the prior year.

Antenna  Products  Corporation  has a  long-term  bank  note  for  $1.2  million
collateralized  by  the  Antenna  Products  Corporation  plant,   property,  and
equipment.  The current balance is $696 thousand with payments amortized over 20
years  ending in 2011.  The  interest  is  variable at one half point over prime
interest  rate with the note  supported by an FmHA  guarantee  under the federal
guidelines  of a rural  business  industry  loan.  The note is  guaranteed  by a
principal shareholder.

Item 7.  Financial Statements.

The  consolidated  financial  statements  listed in Item 13 are included in this
report on pages F-1 through F-18.

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

None.

                                    PART III

Item 9.  Directors,   Executive   Officers,   Promoters   and  Control  Persons;
         Compliance with Section 16 (a) of the Exchange Act.

This information will be included in the definitive Proxy Statement dated August
11, 2003 filed with the Securities and Exchange  Commission and is  incorporated
herein by reference.

Item 10. Executive Compensation.

This  information  will be included in the Company's  definitive Proxy Statement
dated August 11, 2003 filed with the Securities  and Exchange  Commission and is
incorporated herein by reference.

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

This  information  will be included in the Company's  definitive Proxy Statement
dated August 11, 2003 filed with the Securities  and Exchange  Commission and is
incorporated herein by reference.

Item 12. Certain Relationships and Related Transactions.

This  information  will be included in the Company's  definitive Proxy Statement
dated August 11, 2003 filed with the Securities  and Exchange  Commission and is
incorporated herein by reference.


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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  financial
             statements   of   PHAZAR  CORP  and  subsidiaries  and  independent
             auditors' reports are presented on pages F-1 through F-18:

             Independent Auditor's Report

             Consolidated Balance Sheets - May 31, 2003 and 2002

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

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

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

             Notes To Consolidated Financial Statements

         2.  Financial Statement Schedules.  Not applicable.
             -----------------------------

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

         3.  Exhibits.
             --------

             Exhibit 31.1 - Rule  13a-14(a)/15d-14(a)  Certification  of   Chief
                            Executive  Officer
             Exhibit 31.2 - Rule  13a-14(a)/15d-14(a)  Certification  of   Chief
                            Financial Officer
             Exhibit 32.1 - Section 1350 Certification

     (b) Reports on Form 8-K.

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

Item 14.  Controls and Procedures.


As of May 31, 2003, an evaluation was performed  under the  supervision and with
the participation of the Company's management, including the CEO and CFO, of the
effectiveness of the design and operation of the Company's  disclosure  controls
and procedures.  Based on that evaluation,  the Company's management,  including


                                       9
<PAGE>
the CEO and CFO, concluded that the Company's disclosure controls and procedures
were effective as of May 31, 2003. There have been no significant changes in the
Company's internal controls or in other factors that could significantly  affect
internal controls subsequent to May 31, 2003.



                                   SIGNATURES

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

DATE:  August 22, 2003


                                        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 22, 2003
Clark D. Wraight                      and Director



/s/ James Miles
----------------------------     Director                      August 22, 2003
James Miles



/s/ James Kenney
----------------------------     Director                      August 22, 2003
James Kenney



/s/ R. Allen Wahl
----------------------------     Director                      August 22, 2003
R. Allen Wahl


                                       10
<PAGE>
                                  EXHIBIT 31.1
                            Rule 13a-14(a)/15d-14(a)
                    Certification of Chief Executive Officer


I, Gary W. Havener, certify that:

    1.   I have reviewed this annual report on Form 10-KSB of PHAZAR CORP;

    2.   Based on my  knowledge,  this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such statement  were made,  not  misleading  with respect to the period
         covered by this annual report;

    3.   Based on my knowledge,  the financial  statements,  and other financial
         information  included  in this  annual  report,  fairly  present in all
         material  respects the financial  condition,  results of operations and
         cash flows of PHAZAR CORP as of, and for, the periods presented in this
         annual report;

    4.   PHAZAR  CORP's  other  certifying  officers and I are  responsible  for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in  Exchange  Act Rules  13a-14 and 15d-14) for PHAZAR CORP and
         have:

           a) designed such  disclosure  controls and  procedures to ensure that
              material  information  relating to PHAZAR CORP,  including  its
              consolidated  subsidiaries,  is made known to us by others  within
              those entities,particularly during the period in which this annual
              report is being prepared;

           b) evaluated the effectiveness of PHAZAR CORP's disclosure controls
              and procedures as of a date within 90 days prior to the filing of
              this annual report (the "Evaluation Date"); and

           c) presented  in this  annual  report  our  conclusions  about the
              effectiveness  of the  disclosure controls and procedures based on
              our evaluation as of the Evaluation Date;

    5.   PHAZAR CORP's other certifying officers and I have disclosed,  based on
         our most recent  evaluation,  to PHAZAR  CORP's  auditors and the audit
         committee of PHAZAR  CORP's board of directors  (or persons  performing
         the equivalent functions):

           a) all  significant  deficiencies  in  the  design  or  operation  of
              internal  controls,  which  could adversely  affect PHAZAR  CORP's
              ability to record, process, summarize and  report  financial  data
              and  have  identified  for  PHAZAR  CORP's  auditors  any material
              weaknesses in internal controls; and

           b) any fraud,  whether or not  material, that involves management  or
              other  employees  who  have  a  significant  role in PHAZAR CORP's
              internal controls; and



                                       11
<PAGE>
    6.   PHAZAR CORP's other  certifying  officers and I have  indicated in this
         annual  report  whether  there were  significant  changes  in  internal
         controls or in other factors that could  significantly  affect internal
         controls  subsequent  to  the  date  of  our  most  recent  evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.





                                          PHAZAR CORP



Date:  August 22, 2003                    /s/ Gary W. Havener
                                          ------------------------------------
                                          Gary W. Havener, President
                                          and Principal Executive Officer






































                                       12
<PAGE>
                                  EXHIBIT 31.2
                            Rule 13a-14(a)/15d-14(a)
                    Certification of Chief Financial Officer


I, Clark D. Wraight, certify that:

    1.   I have reviewed this annual report on Form 10-KSB of PHAZAR CORP;

    2.   Based on my  knowledge,  this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such statement  were made,  not  misleading  with respect to the period
         covered by this annual report;

    3.   Based on my knowledge,  the financial  statements,  and other financial
         information  included  in this  annual  report,  fairly  present in all
         material  respects the financial  condition,  results of operations and
         cash flows of PHAZAR CORP as of, and for, the periods presented in this
         annual report;

    4.   PHAZAR  CORP's  other  certifying  officers and I are  responsible  for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in  Exchange  Act Rules  13a-14 and 15d-14) for PHAZAR CORP and
         have:

           a) designed such  disclosure  controls and  procedures to ensure that
              material  information  relating to PHAZAR CORP,  including  its
              consolidated  subsidiaries,  is made known to us by others  within
              those entities,particularly during the period in which this annual
              report is being prepared;

           b) evaluated the effectiveness of PHAZAR CORP's disclosure controls
              and procedures as of a date within 90 days prior to the filing of
              this annual report (the "Evaluation Date"); and

           c) presented  in this  annual  report  our  conclusions  about the
              effectiveness  of the  disclosure controls and procedures based on
              our evaluation as of the Evaluation Date;

    5.   PHAZAR CORP's other certifying officers and I have disclosed,  based on
         our most recent  evaluation,  to PHAZAR  CORP's  auditors and the audit
         committee of PHAZAR  CORP's board of directors  (or persons  performing
         the equivalent functions):

           a) all  significant  deficiencies  in  the  design  or  operation  of
              internal  controls,  which  could adversely  affect PHAZAR  CORP's
              ability to record, process, summarize and  report  financial  data
              and  have  identified  for  PHAZAR  CORP's  auditors  any material
              weaknesses in internal controls; and

           b) any fraud,  whether or not  material, that involves management  or
              other  employees  who  have  a  significant  role in PHAZAR CORP's
              internal controls; and



                                       13
<PAGE>
    6.   PHAZAR CORP's other  certifying  officers and I have  indicated in this
         annual  report  whether  there were  significant  changes  in  internal
         controls or in other factors that could  significantly  affect internal
         controls  subsequent  to  the  date  of  our  most  recent  evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.




                                           PHAZAR CORP




Date:  August 22, 2003                     /s/ Clark D. Wraight
                                           ----------------------------------
                                           Clark D. Wraight, Vice President
                                           and Principal Financial Officer






































                                       14
<PAGE>
                                  EXHIBIT 32.1

                           Section 1350 Certification


         In connection  with the Annual Report of PHAZAR CORP (the "Company") on
Form  10-KSB for the year ended May 31,  2003 as filed with the  Securities  and
Exchange  Commission on the date hereof (the "Report"),  the  undersigned  Chief
Executive Officer and Chief Financial  Officer of the Company certify,  pursuant
to  18  U.S.C.  Section  1350,  as  adopted  pursuant  to  Section  906  of  the
Sarbanes-Oxley Act of 2002 that:

         (1)    The Report fully complies with the requirements of Section 13(a)
                or 15(d) of the Securities Exchange Act of 1934; and

         (2)    The information  contained in the Report fairly  presents,  in
                all material respects,  the financial condition and results of
                  operation of the Company.



 /s/ Gary W. Havener
     ----------------------------
     Gary W. Havener
     Chief Executive Officer


 /s/ Clark D. Wraight
     ----------------------------
     Clark D. Wraight
     Chief Financial Officer


























                                       15
<PAGE>



















                                   PHAZAR CORP

                             CONSOLIDATED FINANCIAL
                                   STATEMENTS

                                  MAY 31, 2003
































                                       16
<PAGE>


C O N T E N T S



                                                                      Page


INDEPENDENT AUDITOR'S REPORT...........................................F1


CONSOLIDATED FINANCIAL STATEMENTS

     Consolidated Balance Sheets.......................................F2

     Consolidated Statements of Operations.............................F4

     Consolidated Statements of Shareholders' Equity...................F5

     Consolidated Statements of Cash Flows.............................F6

     Notes to Consolidated Financial Statements........................F8


































                                       i
<PAGE>
                          INDEPENDENT AUDITOR'S REPORT


To The Board of Directors and Stockholders
PHAZAR CORP and Subsidiaries

We have audited the accompanying  consolidated balance sheets of PHAZAR CORP and
Subsidiaries  as of  May  31,  2003  and  2002,  and  the  related  consolidated
statements of operations, shareholders' equity and cash flows for the years then
ended.  These  consolidated  financial  statements are the responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain reasonable  assurance about whether the consolidated
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  consolidated  financial  statements.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the  financial  position of PHAZAR CORP and
subsidiaries  as of May 31, 2003 and 2002,  and the results of their  operations
and their cash flows for the years then ended,  in  conformity  with  accounting
principles generally accepted in the United States of America.



WEAVER AND TIDWELL, L.L.P.

Fort Worth, Texas
July 18, 2003






















                                       F-1
<PAGE>
                          PHAZAR CORP AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                              MAY 31, 2003 AND 2002

                                     ASSETS

                                                    2003              2002

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

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

Identifiable Intangible Assets                       185,030           281,256

Deferred income taxes                                 16,161                 -

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

















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






                                       F-2

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

                      LIABILITIES AND SHAREHOLDERS' EQUITY

                                                     2003             2002
                                                -------------    -------------
CURRENT LIABILITIES
  Notes payable                                 $  1,020,000     $  1,145,000
  Current portion of long-term debt                   63,804           59,503
  Accounts payable                                    67,402          239,668
  Accrued expenses                                   386,524          324,784
  Income tax payable                                   6,314                -

                                                ------------     ------------
   Total current liabilities                       1,544,044        1,768,955
                                                ------------     ------------
Long-term debt                                       631,719          695,526
Note payable to shareholder                                -          800,000
Deferred income taxes                                      -          186,529
                                                ------------     ------------
   Total long-term liabilities                       631,719        1,682,055
                                                ------------     ------------
Liabilities of discontinued operations                     -        1,696,425

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

MINORITY INTEREST IN SUBSIDIARY                            -                -

SHAREHOLDER'S EQUITY

Preferred stock, $1  par, 2,000,000 shares
  authorized, none issued or outstanding,
  attributes to be determined when issued
Common stock, $0.01 par, 6,000,000 shares
  authorized 2,182,028 and 2,174,828 issued
  and outstanding                                     21,820           21,748
 Additional paid in capital                        2,765,539        2,753,136
 Retained earnings                                  (244,368)        (112,199)
                                                ------------     ------------
 Total shareholders' equity                        2,542,991        2,662,685

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





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



                                       F-3
<PAGE>
                          PHAZAR CORP AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                        YEARS ENDED MAY 31, 2003 AND 2002

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

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

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

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

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

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

   Discontinued operations                              (0.18)           (0.17)
                                                -------------    -------------
   Net earnings per common share                $       (0.06)           (0.53)
                                                =============    =============





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



                                       F-4
<PAGE>
                          PHAZAR CORP AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                        YEARS ENDED MAY 31, 2003 AND 2002

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

Issuance of
common stock          5,500        54       8,610           -       8,664

Net income                -         -           -  (1,149,526) (1,149,526)
                   -------- ---------  ----------  ----------  ----------

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

Issuance of
common stock          7,200        72      12,403           -      12,475

Net income                -         -           -    (132,169)   (132,169)
                  --------- ---------  ----------  ----------  ----------
BALANCE,
MAY 31, 2003      2,182,028 $  21,820  $2,765,539  $ (244,368) $2,542,991
                  ========= =========  ==========  ==========  ==========




















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






                                       F-5
<PAGE>
                          PHAZAR CORP AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        YEARS ENDED MAY 31, 2003 AND 2002

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

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

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

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








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




                                       F-6
<PAGE>
                          PHAZAR CORP AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        YEARS ENDED MAY 31, 2003 AND 2002

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

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

CASH AND CASH EQUIVALENTS, beginning of year     $    201,806    $    312,542
                                                 ------------    ------------
CASH AND CASH EQUIVALENTS, end of year           $    190,988    $    201,806
                                                 ============    ============
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION
  Cash paid during the period for:

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

    Income taxes                                 $          -    $          -
                                                 ============    ============
SCHEDULE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES

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















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






                                       F-7
<PAGE>
NOTE 1.   BUSINESS AND NATURE OF OPERATION

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

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


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


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

NOTE 2.   DISCONTINUED OPERATIONS

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

    The Company sold the assets and business of Phazar  Aerocorp  Inc. to Phaero
    LLC,  a  new  corporation  that  was  formed  by  Gary  Havener,   principal
    shareholder and President of PHAZAR CORP and Brian Perryman, General Manager
    of Phazar  Aerocorp Inc. Phaero LLC purchased the assets except for deferred
    tax asset for net operating  losses of Phazar  Aerocorp  Inc.  including the
    name Phazar Aerocorp and assumed the liabilities, including all indebtedness
    and lease obligations of Phazar Aerocorp Inc. except the intercompany  debt.
    Phaero  LLC  also  assumed  PHAZAR  CORP's   subsidiary,   Antenna  Products
    Corporation's  $800,000  indebtedness  to Sinan corp.  as a condition of the
    sale. Condensed balance sheets and income statements for the discontinued
    operations are as follows:









                                       F-8

<PAGE>
NOTE 2.   DISCONTINUED OPERATIONS - continued

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

       Sales and contract revenues                  $  3,159,731  $  4,047,411
       Cost of sales and contract revenues             3,310,261     3,633,216
       Sales and administrative expenses                 771,763       816,192
       Other income (expense)                           (147,225)     (179,100)
       Gain on disposal                                  422,887             -
                                                    ------------  ------------
       Income (loss) before taxes                       (646,631)     (581,097)
                                                    ------------  ------------
       Income tax benefit                                263,424       196,722
       Minority interest                                       -             -

       Net (loss)                                   $   (383,207) $   (384,375)

                                                    ============  ============

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

NOTE 3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Principles of Consolidation

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

  Sales and Contract Revenues and Related Costs - Antennas

    Antenna  Products  Corporation  manufactures and markets standard and custom
    antennas,  guyed and self-supported  towers,  support structures,  masts and
    communication accessories worldwide.  Customers include the U.S. Government,
    military  and  civil  agencies,   U.S.   Government  prime  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

                                       F-9
<PAGE>
NOTE 3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

    devices,   transport  pallets,   surveillance  antennas,  antenna  rotators,
    positioners and controls,  and high power broadcast baluns.  Examples of the
    Company's  commercial products (Phazar Antenna Corp.) include panel, sector,
    omnidirectional and closed loop PCS antennas; automatic meter reading (AMR),
    cellular, paging and yagi antennas, guyed towers and self supported towers.

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

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

Inventories

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

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.


                                      F-10
<PAGE>
NOTE 3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Use of Estimates and Assumptions

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

 Income Taxes

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

Research and Development Costs

    Research and  development  costs are charged to operations when incurred and
    are included in operating expenses.  The amounts charged for the years ended
    May  31,  2003  and  2002  were   approximately   $207,000   and   $273,000,
    respectively.

Cash and Cash Equivalents

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

Stock-based Employee Compensation

    The Company  accounts for stock based  compensation  arrangements  under the
    provisions of Accounting  Principles  Board Opinion No. 25,  "Accounting for
    Stock Issued to Employees",  which requires compensation cost to be measured
    at the date of grant based on the  intrinsic  value of the options  granted.
    The  intrinsic  value of an option is equal to the  difference  between  the
    market price of the common stock on the date of grant and the exercise price
    of the option. No stock options were granted in 2003 or 2002 therefore there
    were no  pro-forma  effects on  earnings  to  disclose  using the fair value
    method under FASB 148.

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




                                      F-11
<PAGE>
NOTE 3.   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 2,177,613 and 2,171,836 for
    the  years  ended  May  31,  2003  and  2002,  respectively.  Stock  options
    outstanding at May 31, 2003 and 2002 were not included in earnings per share
    because their effect would be anti-dilutive.

  New Accounting Pronouncements

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

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

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

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



                                      F-12
<PAGE>
NOTE 3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

    and  interim  financial  statements  about  the  method  of  accounting  for
    stock-based  employee  compensation  and the  effect of the  method  used on
    reported results. The Company has adopted this statement.

NOTE 4.   INVENTORIES

     The major components of inventories are as follows:

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

    Certain allocable overhead costs such as depreciation,  insurance,  property
    taxes and  utilities  are  included  in  inventory  based  upon  percentages
    developed by the Company.  The aggregate  amount of these costs  included in
    inventory  during the years  ended May 31, 2003 and 2002 were  $554,806  and
    $644,891, respectively.

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

NOTE 5.   PROPERTY AND EQUIPMENT

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

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










                                      F-13
<PAGE>
NOTE 6.   INTANGIBLE ASSETS
                                                        2003          2002
                                                    ------------  ------------
Included in intangible assets
at May 31 are the following:
    Noncompete agreements (Phazar Antenna Corp.)    $     60,000  $     60,000
    Patents, copyrights and other intellectual
        property (Phazar Antenna Corp.)                  389,593       389,593
                                                    ------------  ------------
                                                         449,593       449,593

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

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

    Aggregate  amortization expense for the year ended May 31, 2003 was $96,226.
    Aggregate  amortization  expense  for each of the  next  five  years  are as
    follows:

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

NOTE 7.   NOTES PAYABLE

    At May 31, 2003 and 2002,  notes payable consist of a revolving note payable
    to a bank, with a maximum amount not to exceed the lesser of $2,000,000 or a
    calculated  borrowing base  determined by a formula based upon the amount of
    certain  qualified  receivables  and  inventories  as  defined  in the  loan
    agreement.  Amounts  available  under the revolving note at May 31, 2003 and
    2002 were $681,000 and $519,000, respectively.

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

NOTE 8.   LONG-TERM DEBT

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








                                      F-14
<PAGE>
NOTE 8.   LONG-TERM DEBT - continued
                                                       2003          2002
                                                  ------------- -------------
    Mortgage note to a bank,  guaranteed  80%
    by  a  U.S.  government  agency,  payable
    $10,050 per month,  including interest at
    the prime  rate  (4.25%  and 4.75% at May
    31,  2003 and  2002,  respectively)  plus
    0.5%   (matures   September   11,  2011);
    collateralized  by certain  real  estate,
    fixtures and assignment of life insurance
    policy with a principal shareholder.  The
    note is also  guaranteed  by a  principal
    shareholder  and the  Company is required
    to maintain certain  covenants  including
    $1,000,000 in working capital and a ratio
    of maximum  debt to net worth of seven to
    one. The Company was in  compliance  with
    these covenants at May 31, 2003 and 2002.     $   695,523   $    755,029

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

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

      2004                                                          $ 63,804
      2005                                                            68,416
      2006                                                            73,362
      2007                                                            78,665
      2008                                                            84,352
      Thereafter                                                     326,924
                                                              --------------
                                                                    $695,523
NOTE 9.   INCOME TAXES

  Components of the income tax provision (benefit) are as follows:

                                                    2003          2002
                                               ------------- -------------
    Federal income taxes (benefit) at
     statutory rate on income before
     income taxes                              $    132,544  $   (412,506)

    State income taxes statutory rate                 6,315             -

    Non-deductible expenses and other                   (60)       (5,607)
                                               ------------  ------------
    Total provision (benefit)                  $    138,799  $   (417,113)
                                               ============  ============
    Deferred portion (benefit) of provision    $    132,484  $   (308,170)
    Current portion (benefit) of provision            6,315      (108,943)
                                               ------------  ------------
    Total provision (benefit                   $    138,799  $   (417,113)
                                               ============  ============

                                      F-15
<PAGE>
NOTE 9.   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:

                                                     2003          2002
                                                ------------- -------------
    Deferred tax assets:
      Accounts receivable due to allowance
        for doubtful accounts                   $      2,388  $      2,388
      Accrued expenses, due to warranty accrual       10,200        10,200
      Accrued expenses, due to vacation accrual       25,299        27,546
      Accrued expenses due to bonus accrual           33,320             -
      Intangible assets, due to difference in
        amortization                                  55,929        37,127
      Net operating loss carryforward                133,407       102,823
                                                ------------  ------------
    Total deferred tax assets                        260,543       180,084

      Deferred tax liabilities:


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

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

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

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

NOTE 12.   COMMITMENTS AND CONTINGENCIES

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



                                      F-16
<PAGE>
NOTE 12.   COMMITMENTS AND CONTINGENCIES - continued

    Concentration of Credit Risk

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

              The Company  sells many of its  products  to the U.S.  Government,
              both military and civil agencies, and prime contractors.  Although
              the Company  might be  directly  affected by the well being of the
              defense industry,  management does not believe  significant credit
              risk exists at May 31, 2003.

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

    Fair Value of Financial Instruments

              The  following  disclosure of the estimate fair value of financial
              instruments is made in accordance  with the  requirements  of SFAS
              No. 107,  Disclosures  about Fair Value of Financial  Instruments.
              The  estimated  fair value  amounts  have been  determined  by the
              Company,   using  available  market  information  and  appropriate
              valuation methodologies.

              The fair  value of  financial  instruments  classified  as current
              assets  or  liabilities   including  cash  and  cash  equivalents,
              receivables and accounts payable approximate carrying value due to
              the  short-term  maturity  of the  instruments.  The fair value of
              short-term and long-term debt approximate  carrying value based on
              their effective interest rates compared to current market rates.

    Operating Leases

              The Company leases a building and software under two noncancelable
              operating  lease  arrangements.  Rent  expense  under  these lease
              agreements  during  the  years  ended  May 31,  2003  and 2002 was
              $77,265  and   $75,605,   respectively.   Future   minimum   lease
              obligations under the lease agreement are as follows:

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

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




                                      F-17
<PAGE>
NOTE 12.   COMMITMENTS AND CONTINGENCIES - continued

    Legal Proceedings

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

NOTE 13.   STOCK OPTIONS

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

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

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

                                                                 Weighted
                                                                 Average
                                                                 Exercise
                                              Shares              Price
                                            ---------          ------------
         Outstanding at May 31, 2001          488,000                  2.16
              Granted                               -                     -
              Exercised                             -                     -
              Forfeited                         8,000                  2.47
                                            ---------
         Outstanding at May 31, 2002          480,000                  2.15

              Granted                               -                     -
              Exercised                             -                     -
              Forfeited                       345,000                  2.21
                                            ---------
         Outstanding at May 31, 2003          135,000                  2.00
                                            =========



                                                    2003            2002
                                             --------------   -------------

         Exercisable at May 31                      110,250         198,600
                                             ==============   =============
         Weighted average fair value of
          options granted during the year    $            0   $           0
                                             ==============   =============
         Weighted averaged remaining
          contractual life (in years) 2001              4.5             2.8
          and 2000 plans respectively        ==============   =============



                                      F-18