United States Securities and Exchange Commission

Washington D.C.
20549



Form 10-K

(Mark One)

[ X ]	ANNUAL REPORT PURSUANT TO SECTION
13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



For the Fiscal Year Ended June 30, 2011



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
        (State or other jurisdiction of
        incorporation or organization) |  | 75-1907070
        (I.R.S. Employer
        Identification No.)
|--------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------



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



The Company’s net sales for Fiscal Year
ended June 30, 2011, was $8,399,586.



As of September 14, 2011, 2,386,528 shares
of Common Stock were outstanding and the aggregate market value of the Common Stock (based on the latest price of known transactions
on the NASDAQ Capital Market) held by non-affiliates (1,898,252 shares) was $4,365,980.



DOCUMENTS INCORPORATED BY REFERENCE



The information required by Part III of this
report, to the extent not set forth herein, is incorporated by reference from the Registrant’s definitive 2011 Proxy Statement.



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











PHAZAR CORP AND SUBSIDIARIES

INDEX TO FORM 10-K



|         |                                                                | PAGE
|-------- | -------------------------------------------------------------- | ----
|         | PART I                                                         |     
|         |                                                                |     
|Item 1.  | Description of Business                                        | 3   
|Item 2.  | Description of Property                                        | 5   
|Item 3.  | Legal Proceedings                                              | 5   
|         |                                                                |     
|         | PART II                                                        |     
|         |                                                                |     
|Item 5.  | Market for Common Equity and Related Stockholder Matters       | 5   
|Item 7.  | Management’s Discussion and Analysis or Plan of Operations     | 6   
|Item 8.  | Financial Statements and Supplementary Data                    | 9   
|         |                                                                |     
|         | Part III                                                       |     
|         |                                                                |     
|Item 9.  | Changes in and Disagreements with Accountants on Accounting    |     
|         | and Financial Disclosure                                       | 24  
|Item 9A. | Controls and Procedures                                        | 24  
|Item 9B. | Other Information                                              | 24  
|Item 10. | Directors, Executive Officers and Corporate Governance         | 24  
|Item 11. | Executive Compensation                                         | 25  
|Item 12. | Security Ownership of Certain Beneficial Owners and Management |     
|         | Related Stockholder Matters                                    | 25  
|Item 13. | Certain Relationships and Related Transactions                 | 26  
|Item 14. | Principal Accountant Fees and Services                         | 26  
|         |                                                                |     
|         | PART IV                                                        |     
|         |                                                                |     
|Item 15. | Exhibits and Reports on Form 8-K                               | 26  
|         |                                                                |     
|         | Signatures                                                     | 28  
|         |                                                                |     
|         | Certifications                                                 |     









2







PART I



Item 1. Description of Business.



General



PHAZAR CORP was incorporated in 1991 and operates
as a holding company with Antenna Products Corporation, 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. Phazar Antenna Corp. is a separate legal entity that currently operates as a small
division of Antenna Products Corporation. 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 on the Internet
at: www.antennaproducts.com and www.phazar.com. The holding company’s web site is www.phazarcorp.com.



Antenna Products Corporation



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



Antenna Products Corporation designs, manufactures
and markets standard and custom antennas, guyed and self-supported towers, support structures, masts and communication accessories
worldwide. Customers include the United States Government, both military and civilian agencies, United States Government prime
contractors and commercial clients. Examples of Antenna Products Corporation’s United States Government 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, surveillance antennas, antenna rotators, positioners and controls,
and high power broadcast baluns. Examples of the Company’s commercial products include panel, sector, omnidirectional and
distributed antenna system (DAS) antennas for the cellular and wireless markets, 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 $1,322,777 at June 30, 2011, 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 the fiscal year ended June 30, 2011, the one month period ended June 30, 2010 and
the fiscal year ended May 31, 2010, as a percentage of total sales are, as follows:



|                                 |  | Fiscal Year
        Ended | One Month Period Ended | Fiscal Year Ended
|-------------------------------- |  | ------------------------- | ---------------------- | -----------------
|Product Type                     |  | June 30, 2011             | June 30, 2010          | May 31, 2010     
|                                 |  |                           |                        |                  
|Instrument Landing System        |  | 31%                       | 23%                    | 22%              
|                                 |  |                           |                        |                  
|Spares,   Accessories and Others |  | 23%                       | 15%                    | 27%              
|                                 |  |                           |                        |                  
|Commercial Wireless              |  | 17%                       | 4%                     | 20%              
|                                 |  |                           |                        |                  
|Towers and Masts                 |  | 11%                       | 0%                     | 8%               
|                                 |  |                           |                        |                  
|Shipboard Equipment              |  | 8%                        | 41%                    | 2%               
|                                 |  |                           |                        |                  
|Collinear Antennas               |  | 7%                        | 4%                     | 10%              
|                                 |  |                           |                        |                  
|Antennas                         |  | 3%                        | 13%                    | 11%              
|                                 |  | 100%                      | 100%                   | 100%             







3









Antenna Products Corporation’s customer
base is primarily government and government prime contractor focused, but this is changing as Antenna Products Corporation continues
to develop and market new commercial products. Antenna Products Corporation’s market is international in scope. Antenna Products
Corporation currently focuses on developing domestic and international markets. The specialized need of Antenna Products Corporation’s
customers and the technology required to meet those needs change constantly. Accordingly, Antenna Products Corporation stresses
its engineering, installation, service and other support capabilities. Antenna Products Corporation uses its own sales and engineering
staff to service its principal markets. Some of Antenna Products Corporation’s contracts are large relative to total annual
sales volume and, therefore, the composition of the customer base is different year to year. The United States Government was the
single largest customer and accounted for 36% and 28% of the direct sales volume for the fiscal year ended June 30, 2011 and May
31, 2010, respectively. There are no other customers that represented 10% or more of the sales volume in either fiscal year 2011
or 2010. Orders for equipment in some of these product categories are in backlog and, therefore, the United States Government is
expected to be a major client again in 2012.



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, has been building antennas and related structures and systems for over 40 years. We believe that Antenna Products
Corporation enjoys a reputation for building quality products at a competitive price, because we continue to be asked to bid for
new work. Because of our size and lack of significant liquid assets we are at a competitive disadvantage to larger companies that
have greater resources to be 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.



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
5-10% of fiscal year 2012 revenues in research and development projects, the costs of which will be charged to selling, general
and administration expense as incurred. The mix of expenditures between the product development areas in any given year is a function
of the demand for new independently developed innovative systems and the level of requirements solicited.



Phazar Antenna Corp.



Phazar Antenna Corp. supplies a broad range
of multiple band antennas for the telecommunication market for DAS (Distributed Antenna Systems). The DAS antennas for Cellular/SMR,
AWS and PCS frequencies are installed on utility poles, street lights, rooftops and lamp posts in urban and remote areas to increase
wireless carrier services. These product lines complement Antenna Products Corporation's existing product lines of cellular, PCS,
paging, ISM and AMR (automatic meter reading), omni-directional and sector wireless antennas. Phazar Antenna Corp. sales for the
twelve months ended June 30, 2011 amounted to 20% of total sales. We expect that for fiscal year ended June 30, 2012, this percentage
will continue to increase as new products are added to the commercial wireless product lines. The Phazar Antenna Corp. commercial
wireless product lines are manufactured at Antenna Products Corporation’s plant in Mineral Wells, Texas.



Thirco, Inc.



Thirco, Inc. was formed on November 1, 1993
as a Delaware company to purchase and lease equipment and facilities to the other operating units of PHAZAR CORP. The primary lease
arrangements are with Antenna Products Corporation. Thirco, Inc. will occasionally assist in servicing the banking needs of PHAZAR
CORP’s operating units. Since all activity is internal to PHAZAR CORP and its operating subsidiaries, financial data is consolidated
with PHAZAR CORP. Thirco, Inc. does not employ any full time employees and does not intend to employ any in the foreseeable future.
Thirco, Inc. does not intend to engage in any outside business transactions.



4







Backlog



The backlog of orders at Antenna Products Corporation
and Phazar Antenna Corp. was $2,277,566 at year-end. This compares to $2,907,590 in backlog at the end of fiscal year 2010.



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 September 14, 2011, Antenna Products
Corporation and Phazar Antenna Corp. combined, employed a total of sixty-four full time employees. Of the sixty-four, fourteen
are employed in administration and sales, five in engineering and technical support and forty-five in manufacturing. None of Antenna
Products Corporation and Phazar Antenna Corp.'s employees are subject to collective bargaining agreements.



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



Foreign Sales



See Note 2 of Notes to Consolidated Financial
Statements.



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 66,000
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 complement of machinery and equipment
are suitable and more than adequate to meet production requirements. Depending 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 property, plant and equipment.



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



Thirco, Inc. owns a fifty-acre test site in
Mineral Wells, Texas. The site includes three buildings with 28,000 square feet of space. The space is currently being leased to
Antenna Products Corporation for test activity with 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.



See Note 7 of the Notes to Consolidated Financial
Statements.



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.



5













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
|                |     
|August 2009     | 4.45
|November 2009   | 4.48
|February 2010   | 3.95
|May 2010        | 4.40
|                |     
|One Month Ended |     
|June 2010       | 3.32
|                |     
|Quarter Ended   |     
|September 2010  | 3.18
|December 2010   | 6.32
|March 2011      | 5.46
|June 2011       | 3.74



Holders



At September 14, 2011, there were approximately
1,542 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, James Kenney and R. Allen Wahl each received 1,400 shares of PHAZAR
CORP common stock and Garland P. Asher received 1,200 shares and Tom Reynolds received 600 shares of PHAZAR CORP common stock.
Also, as partial consideration for attending the PHAZAR CORP Audit Committee meetings, R. Allen Wahl and Gary W. Havener each received
an additional 200 shares of PHAZAR CORP common stock and James Kenney, Dennis Maunder and Tom Reynolds each received an additional
100 shares of PHAZAR CORP common stock.



These shares are issued pursuant and count against PHAZAR CORP’s
2009 Equity Compensation Plan. The resale of these shares may be authorized by PHAZAR CORP’s Form S-8 registration statement
filed April 27, 2009.



Item 7. Management’s Discussion and
Analysis or Plan of Operations



Results of Operations



Year ended June 30, 2011 (“2011”)
compared with year ended May 31, 2010 (“2010”)



PHAZAR CORP recorded a net loss of $326,771
in 2011, compared to a net loss of $937,994 in 2010 attributed to a slight improvement in gross profit margin along with a decrease
in selling, general and administration expense offset by higher level of income tax expense and a charge for loss from discontinued
operations.



6





PHAZAR CORP’s consolidated sales from operations were
$8,399,586 in 2011, compared to consolidated sales from operations of $6,997,833 in 2010, an increase of $1,401,753, or 20%. The
increase in sales reflects growth in the instrument landing system (ILS) and tower product lines year over year.



Orders decreased by $486,790 from $8,846,659
in 2010 compared to $8,359,869 in 2011. Backlog was down $630,024 from $2,907,590 at the end of 2010 compared to $2,277,566 as
of June 30, 2011 primarily due to the completion of an order placed by the Federal Aviation Administration for ILS equipment.



Cost of sales and contracts and gross profit
for fiscal year 2011, were $4,713,705 and $3,685,881, respectively. For the same period in 2010, costs of sales and contracts and
gross profit were $4,019,752 and $2,978,081, respectively. The gross profit margin for fiscal year 2011 was 44% compared to 43%
in fiscal year 2010.



Sales and administration expenses were $2,586,064
in 2011, compared to $3,272,281 in 2010. The $686,217 decrease in sales and administration expense is attributed to $325,610 of
non-recurring stock based compensation in fiscal year 2010 along with a continued increase in plant utilization overhead.



Research and development costs were $160,611
in 2011 compared to $209,154 in 2010, less than a one percent move on sales year over year.



The income from operations before income taxes
was $1,017,521 in 2011 compared to a loss of $464,160 in 2010. The loss from discontinued operations, net of tax was $994,082 in
2011 up $362,707 from $631,375 in 2010. The Company recorded a net loss, of $326,771 in 2011 compared to $937,994 in 2010.



One month ended June 30, 2010



PHAZAR CORP recorded net income of $36,432
for the one month period ended June 30, 2010, after a $99,110 charge for loss from discontinued operations . The Company recorded
consolidated sales from operations of $1,002,331 with a gross profit margin of 56% for the month of June 30, 2010. Selling, general
and administration expenses were $318,886 for the one month period along with research and development costs of $7,813 .



Product Warranties



See Note 7 of the Notes to Consolidated Financial Statements.



Liquidity and Capital Resources



Sources of Liquidity



Based on current trends, funds from operations,
recovery of a federal income tax net operating loss carryback and current cash balances PHAZAR CORP believes there are sufficient
resources to run the Company’s operations for at least the next twelve months.



Capital Requirements



Management of the operating subsidiaries evaluates
the facilities and reviews equipment requirements for existing and projected contracts on a regular basis. An annual capital plan
is generated by management, as needed and submitted to the Board of Directors for review and approval. In fiscal year 2011 there
were $16,000 in capital expenditures for new and replacement equipment.



At June 30, 2011, PHAZAR CORP had cash and
cash equivalents of $1,169,318. Deferred revenue at June 30, 2011, was $2,355.



Cash Flows



Operating Activities



The $270,170 of cash flow provided by operations
consists of a $994,082 loss from discontinued operations offset by a $580,494 decrease in accounts payable. The $994,082 loss from
discontinued operations represents all revenues, costs of goods sold, selling general and administration costs, research and development
costs and cost of inventory written off for the fiscal year ended June 30, 2011. The $580,494 decrease in accounts payable is attributed
to the timing of goods received for inventory at fiscal year 2010 year end and paid in early fiscal year 2011.





7











Investing Activities



Cash of $504,691 was used in investing activities
during the fiscal year ending June 30, 2011, which consists of the $488,691 funding of notes receivable (see Note 5 of the Notes
to the Consolidated Financial Statements) and $16,000 was used to purchase property and equipment.



On December 8, 2009, the Company entered into
a $500,000 Principal 8% Per Year Senior Secured Convertible Note with Tracciare, Inc. due in full on May 31, 2011. In addition,
the Company received a warrant to purchase up to eighty percent of Tracciare’s equity for a total price of $500,000. In March,
2011, the note was amended to extend the maturity date to June 30, 2013. At June 30, 2011 Tracciare, Inc. had drawn all of the
$500,000 note, along with additional fundings in the amount of $463,684 all under separate notes with the same terms and agreements
as the original note.



Traccaire, Inc. is a development-stage company
in the pilot-project phase. It focuses on automated meter intelligence for municipal utility customers.



Financing Activities



There were no financing activities requiring
cash during the fiscal year ending June 30, 2011 and 2010. However there were non cash federal income tax benefits related to the
stock based compensation expensed during the years ended June 30, 2011 and 2010 in the amounts of $35,104 and $145,810, respectively.
At June 30, 2011 and 2010, PHAZAR CORP had no long-term debt outstanding.











8











Item 8. Financial Statements.



PHAZAR CORP consolidated financial statements for the fiscal year
ended June 30, 2011, the one month period ended June 30, 2010 and fiscal year ended May 31, 2010.





PHAZAR CORP



Index to Financial Statements





|                                                        | Page
|------------------------------------------------------- | ----
|                                                        |     
|Report of Independent Registered Public Accounting Firm | 10  
|                                                        |     
|Consolidated Balance Sheets                             | 11  
|                                                        |     
|Consolidated Statements of Operations                   | 12  
|                                                        |     
|Consolidated Statements of Cash Flows                   | 13  
|                                                        |     
|Consolidated Statements of Shareholders' Equity         | 14  
|                                                        |     
|Notes to Consolidated Financial Statements              | 15  















9











REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM





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 June 30, 2011, June 30, 2010 and May 31, 2010, and the related consolidated
statements of operations, shareholders’ equity and cash flows for the year ended June 30, 2011, one month period ended June
30, 2010 and the year ended May 31, 2010. 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
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over
financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, 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 June 30,
2011, June 30, 2010 and May 31, 2010, and the results of their operations and their cash flows for the year ended June 30, 2011,
one month period ended June 30, 2010 and the year ended May 31, 2010, in conformity with accounting principles generally accepted
in the United States of America.







WEAVER AND TIDWELL, L.L.P.



Fort Worth, Texas

September 22, 2011







10











|PHAZAR CORP AND SUBSIDIARIES
        CONSOLIDATED BALANCE SHEETS
|----------------------------------------------------------------

|                                                                                                                                                                                      |   |               |  |   |               |  |   |             
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------------- |  | - | ------------- |  | - | ------------
|                                                                                                                                                                                      |   | June 30, 2011 |  |   | June 30, 2010 |  |   | May 31, 2010
|CURRENT ASSETS                                                                                                                                                                        |   |               |  |   |               |  |   |             
|Cash and cash equivalents                                                                                                                                                             | $ | 1,169,318     |  | $ | 1,403,839     |  | $ | 2,030,774   
|Accounts receivable:                                                                                                                                                                  |   | 785,664       |  |   | 1,207,057     |  |   | 748,671     
|Trade, net of allowance for doubtful accounts of $0                                                                                                                                   |   |               |  |   |               |  |   |             
|as of June 30, 2011, June 30, 2010  and May 31, 2010                                                                                                                                  |   |               |  |   |               |  |   |             
|Inventories                                                                                                                                                                           |   | 2,732,232     |  |   | 2,642,607     |  |   | 3,012,904   
|Prepaid expenses and other assets                                                                                                                                                     |   | 125,989       |  |   | 75,544        |  |   | 95,586      
|Income taxes receivable                                                                                                                                                               |   | 236,366       |  |   | 286,769       |  |   | 316,374     
|Deferred income taxes                                                                                                                                                                 |   | 224,875       |  |   | 96,169        |  |   | 105,314     
|Assets held for discontinued operations                                                                                                                                               |   | -             |  |   | 789,112       |  |   | 468,170     
|Total current assets                                                                                                                                                                  |   | 5,274,444     |  |   | 6,501,097     |  |   | 6,777,793   
|                                                                                                                                                                                      |   |               |  |   |               |  |   |             
|Property and equipment, net                                                                                                                                                           |   | 1,043,435     |  |   | 1,159,195     |  |   | 1,170,090   
|                                                                                                                                                                                      |   |               |  |   |               |  |   |             
|Notes receivable                                                                                                                                                                      |   | 963,684       |  |   | 474,993       |  |   | 432,146     
|Long - term deferred income tax                                                                                                                                                       |   | 252,617       |  |   | 226,314       |  |   | 232,188     
|TOTAL ASSETS                                                                                                                                                                          | $ | 7,534,180     |  | $ | 8,361,599     |  | $ | 8,612,217   
|                                                                                                                                                                                      |   |               |  |   |               |  |   |             
|                                                                                                                                                                                      |   |               |  |   |               |  |   |             
|CURRENT LIABILITIES                                                                                                                                                                   |   |               |  |   |               |  |   |             
|Accounts payable                                                                                                                                                                      | $ | 216,575       |  | $ | 797,069       |  | $ | 477,111     
|Accrued liabilities                                                                                                                                                                   |   | 284,969       |  |   | 372,476       |  |   | 538,952     
|Deferred revenues                                                                                                                                                                     |   | 2,355         |  |   | 28,703        |  |   | 207,514     
|Liabilities held for discontinued operations                                                                                                                                          |   | 178,060       |  |   | 87,607        |  |   | 360 ,120    
|Total current liabilities                                                                                                                                                             | $ | 681,959       |  | $ | 1,285,855     |  | $ | 1,583,697   
|                                                                                                                                                                                      |   |               |  |   |               |  |   |             
|                                                                                                                                                                                      |   |               |  |   |               |  |   |             
|TOTAL LIABILITIES                                                                                                                                                                     | $ | 681,959       |  | $ | 1,285,855     |  | $ | 1,583,697   
|                                                                                                                                                                                      |   |               |  |   |               |  |   |             
|COMMITMENTS AND CONTINGENCIES                                                                                                                                                         |   | -             |  |   | -             |  |   | -           
|                                                                                                                                                                                      |   |               |  |   |               |  |   |             
|SHAREHOLDERS’ EQUITY                                                                                                                                                                  |   |               |  |   |               |  |   |             
|                                                                                                                                                                                      |   |               |  |   |               |  |   |             
|Preferred Stock, $1 par, 2,000,000 shares authorized, none issued
    or outstanding, attributes to be determined when     issued                                                     |   | -             |  |   | -             |  |   | -           
|                                                                                                                                                                                      |   |               |  |   |               |  |   |             
|Common stock, $0.01 par, 6,000,000 shares authorized and
    2,385,128, 2,378,728 and 2,378,428 issued and outstanding on June 30, 2011, June 30, 2010 and May 31, 2010, respectively |   | 23,852        |  |   | 23,788        |  |   | 23,785      
|                                                                                                                                                                                      |   |               |  |   |               |  |   |             
|Additional paid in capital                                                                                                                                                            |   | 4,517,234     |  |   | 4,414,050     |  |   | 4,403,261   
|Treasury stock, at cost, 74,691 shares on June 30, 2011, June 30, 2010 and May 31, 2010                                                                                               |   | (215,918)     |  |   | (215,918)     |  |   | (215,918)   
|Retained earnings                                                                                                                                                                     |   | 2,527,053     |  |   | 2,853,824     |  |   | 2,817,392   
|Total shareholders’ equity                                                                                                                                                            |   | 6,852,221     |  |   | 7,075,744     |  |   | 7,028,520   
|                                                                                                                                                                                      |   |               |  |   |               |  |   |             
|TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                                                                                                            | $ | 7,534,180     |  | $ | 8,361,599     |  | $ | 8,612,217   





See accompanying Notes to the Consolidated Financial
Statements

















11







|PHAZAR CORP AND SUBSIDIARIES         
|-------------------------------------
|CONSOLIDATED STATEMENTS OF OPERATIONS
|                                     



|                                                   |   |                     |  |   |                 |  |   |                    
|-------------------------------------------------- | - | ------------------- |  | - | --------------- |  | - | -------------------
|                                                   |   | Twelve Months Ended |  |   | One Month Ended |  |   | Twelve Months Ended
|                                                   |   | June 30, 2011       |  |   | June 30, 2010   |  |   | May 31, 2010       
|Sales and contract revenues                        | $ | 8,399,586           |  | $ | 1,002,331       |  | $ | 6,997,833          
|Cost of sales and contracts                        |   | 4,713,705           |  |   | 442,284         |  |   | 4,019,752          
|Gross profit                                       |   | 3,685,881           |  |   | 560,047         |  |   | 2,978,081          
|                                                   |   |                     |  |   |                 |  |   |                    
|Selling, general  and administration expenses      |   | 2,586,064           |  |   | 318,886         |  |   | 3,272,281          
|Research and development costs                     |   | 160,611             |  |   | 7,813           |  |   | 209,154            
|Total selling, general and administration expenses |   | 2,746,675           |  |   | 326,699         |  |   | 3,481,435          
|                                                   |   |                     |  |   |                 |  |   |                    
|Operating income (loss)                            |   | 939,206             |  |   | 233,348         |  |   | (503,354)          
|                                                   |   |                     |  |   |                 |  |   |                    
|Other income (expense)                             |   |                     |  |   |                 |  |   |                    
|Interest income(expense) net                       |   | 56,558              |  |   | (3,237)         |  |   | 11,195             
|Other income                                       |   | 21,757              |  |   | 1,110           |  |   | 27,999             
|Total other income (expense)                       |   | 78,315              |  |   | (2,127)         |  |   | 39,194             
|                                                   |   |                     |  |   |                 |  |   |                    
|Income (loss) from operations before income taxes  |   | 1,017,521           |  |   | 231,221         |  |   | (464,160)          
|                                                   |   |                     |  |   |                 |  |   |                    
|Income tax expense (benefit)                       |   | 350,210             |  |   | 95,679          |  |   | (157,541)          
|                                                   |   |                     |  |   |                 |  |   |                    
|Net income (loss) before discontinued operations   |   | 667,311             |  |   | 135,542         |  |   | (306,619)          
|                                                   |   |                     |  |   |                 |  |   |                    
|Loss from discontinued operations                  |   | (1,506,185)         |  |   | (150,167)       |  |   | (956,629)          
|Income tax benefit from discontinued operations    |   | 512,103             |  |   | 51,057          |  |   | 325,254            
|Net discontinued operations expense                |   | (994,082)           |  |   | 99,110)         |  |   | (631,375)          
|                                                   |   |                     |  |   |                 |  |   |                    
|Net income (loss)                                  | $ | ( 326,771)          |  | $ | 36,432          |  | $ | (937,994)          
|                                                   |   |                     |  |   |                 |  |   |                    
|Basic income (loss) per common share               |   |                     |  |   |                 |  |   |                    
|Continuing operations                              | $ | 0.29                |  | $ | 0.06            |  | $ | (0.13)             
|Discontinued operations                            |   | (0.45)              |  |   | (0.04)          |  |   | (0.28)             
|Net income (loss)                                  | $ | (0.14)              |  | $ | 0.02            |  | $ | (0.41)             
|                                                   |   |                     |  |   |                 |  |   |                    
|Diluted income (loss) per common share             |   |                     |  |   |                 |  |   |                    
|Continuing operations                              | $ | 0.29                |  | $ | 0.06            |  | $ | (0.13)             
|Discontinued operations                            |   | (0.45)              |  |   | (0.04)          |  |   | (0.28)             
|Net income (loss)                                  | $ | (0.14)              |  | $ | 0.02            |  | $ | (0.41)             
|                                                   |   |                     |  |   |                 |  |   |                    
|Basic weighted average of common shares O/S        |   | 2,275,300           |  |   | 2,303,807       |  |   | 2,300,191          
|Diluted weighted average of common shares O/S      |   | 2,275,300           |  |   | 2.303,807       |  |   | 2,300,191          











See accompanying Notes to the Consolidated Financial
Statements





12

















|PHAZAR CORP AND SUBSIDIARIES
        CONSOLIDATED STATEMENTS OF CASH FLOWS
|--------------------------------------------------------------------------





|                                                       |               | Fiscal Year Ended |               |   | One Month Ended |              |   | Fiscal Year Ended
|------------------------------------------------------ | ------------- | ----------------- | ------------- | - | --------------- | ------------ | - | -----------------
|                                                       | June 30, 2011 |                   | June 30, 2010 |   |                 | May 31, 2010
|CASH FLOWS FROM OPERATING ACTIVITIES:                  |               |                   |               |   |                 |              |   |                  
|Net income (loss)                                      | $             | (326,771)         |               | $ | 36,432          |              | $ | (937,994)        
|Adjustments to reconcile net income (loss) to net cash |               |                   |               |   |                 |              |   |                  
|Provided by (used in) operating activities:            |               |                   |               |   |                
|Depreciation                                           |               | 131,760           |               |   | 10,895          |              |   | 142,299          
|Loss from discontinued operations                      |               | 994,082           |               |   | 99,110          |              |   | 631,375          
|Stock based compensation                               |               | 103,248           |               |   | 10,792          |              |   | 428,855          
|Deferred federal income tax                            |               | (155,009)         |               |   | 15,017          |              |   | (145,654)        
|Changes in operating assets and liabilities:           |               |                   |               |   |                 |              |   |                  
|Accounts receivable                                    |               | 421,393           |               |   | (458,386)       |              |   | (85,172)         
|Inventories                                            |               | (89,625)          |               |   | 370,297         |              |   | (644,179)        
|Income taxes receivable                                |               | 50,403            |               |   | 29,605          |              |   | 26,771           
|Prepaid expenses and other assets                      |               | (50,445)          |               |   | 20,043          |              |   | (19,326)         
|Accounts payable                                       |               | (580,494)         |               |   | 319,958         |              |   | 261,271          
|Accrued liabilities                                    |               | (87,507)          |               |   | (166,476)       |              |   | 52,286           
|Deferred revenues                                      |               | (26,348)          |               |   | (178,810)       |              |   | 190,630          
|Net cash used in discontinued operations               |               | (114,517)         |               |   | (692,565)       |              |   | (576,334)        
|Net cash provided by (used in) operating activities    |               | 270,170           |               |   | (584,088)       |              |   | (675,172)        
|                                                       |               |                   |               |   |                 |              |   |                  
|CASH FLOWS FROM INVESTING ACTIVITIES:                  |               |                   |               |   |                 |              |   |                  
|Funding of notes receivable                            |               | (488,691)         |               |   | (42,847)        |              |   | (432,146)        
|Purchase of property and equipment                     |               | (16,000)          |               |   | -               |              |   | (172,248)        
|Purchase of treasury stock                             |               | -                 |               |   | -               |              |   | (10,307)         
|Net cash used in investing activities                  |               | (504,691)         |               |   | (42,847)        |              |   | (614,701)        
|                                                       |               |                   |               |   |                 |              |   |                  
|Net decrease in cash and cash equivalents              |               | (234,521)         |               |   | (626,935)       |              |   | (1,289,873)      
|CASH AND CASH EQUIVALENTS, beginning of period         |               | 1,403,839         |               |   | 2,030,774       |              |   | 3,320,647        
|CASH AND CASH EQUIVALENTS, end of period               | $             | 1,169,318         |               | $ | 1,403,839       |              | $ | 2,030,774        
|                                                       |               |                   |               |   |                 |              |   |                  
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:      |               |                   |               |   |                 |              |   |                  
|Cash paid during the period for:                       |               |                   |               |   |                 |              |   |                  
|Interest expense                                       | $             | -                 |               | $ | -               |              | $ | -                
|Income taxes                                           | $             | 262,500           |               | $ | -               |              | $ | -                





See accompanying Notes to the Consolidated Financial
Statements





13























PHAZAR CORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS'
EQUITY







|                               | Common Stock             |  | Additional Paid in Capital |        | Treasury Stock |   | Retained Earnings |  | Total
|------------------------------ | ------------------------ |  | -------------------------- | ------ | -------------- | - | ----------------- |  | -----
|                               | Number
        of Shares |  | Amount                     |        |                |   |                  
|Balance
        May 31, 2009   | 2,371,728                |  | $                          | 23,718 |                | $ | 3,974,474         |  | $    
|                               |                          |  |                            |        |                |   |                   |  |      
|Stock issued to Directors      | 6,700                    |  |                            | 67     |                |   | 23,159            |  |      
|                               |                          |  |                            |        |                |   |                   |  |      
|Stock based compensation       | -                        |  |                            | -      |                |   | 405,628           |  |      
|                               |                          |  |                            |        |                |   |                   |  |      
|Purchase   of  treasury stock  | -                        |  |                            | -      |                |   | -                 |  |      
|                               |                          |  |                            |        |                |   |                   |  |      
|Net loss                       | -                        |  |                            | -      |                |   | -                 |  |      
|Balance,
        May 31, 2010  | 2,378,428                |  | $                          | 23,785 |                | $ | 4,403,261         |  | $    
|                               |                          |  |                            |        |                |   |                   |  |      
|Stock issued to Directors      | 300                      |  |                            | 3      |                |   | 924               |  |      
|                               |                          |  |                            |        |                |   |                   |  |      
|Stock based compensation       | -                        |  |                            | -      |                |   | 9,865             |  |      
|                               |                          |  |                            |        |                |   |                   |  |      
|Net income                     | -                        |  |                            | -      |                |   | -                 |  |      
|                               |                          |  |                            |        |                |   |                   |  |      
|Balance,
        June 30, 2010 | 2,378,728                |  | $                          | 23,788 |                | $ | 4,414,050         |  |      
|                               |                          |  |                            |        |                |   |                   |  |      
|Stock issued to Directors      | 6,400                    |  |                            | 64     |                |   | 22,934            |  |      
|                               |                          |  |                            |        |                |   |                   |  |      
|Stock based compensation       | -                        |  |                            | -      |                |   | 80,250            |  |      
|                               |                          |  |                            |        |                |   |                   |  |      
|Net loss                       | -                        |  |                            | -      |                |   | -                 |  |      
|                               |                          |  |                            |        |                |   |                   |  |      
|Balance,
        June 30, 2011 | 2,385,128                |  | $                          | 23,852 |                | $ | 4,517,234         |  | $    







See accompanying Notes to the Consolidated Financial Statements



14







PHAZAR CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



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, Inc. serves as an equipment leasing company to Antenna Products Corporation. The Company’s operations
are performed in Texas for customers throughout the United States and international markets.



The only major customer with ten
percent or more of revenues is the United States Government, who was the single largest customer and accounted for 36%, 22% and
28% of the sales volume for fiscal year ended June 30, 2011, one month period ended June 30, 2010 and fiscal year ended May 31,
2010, respectively.



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.



Change in Year End



On July 21, 2010, the Company’s Board
of Directors approved the change in its fiscal year from May 31 to June 30. As the transition period covers a period of one
month, the Company was not required to file a transition report, but instead, was required to include information on the transition
period from June 1, 2010 through and including June 30, 2010 in the quarterly report on Form 10-Q for the quarter ended September
30, 2010.



The audited consolidated balance sheet,
statement of operations, statement of cash flows and the statement of shareholder’s equity for the one month period,
from June 1, 2010 through June 30, 2010, are incorporated in the fiscal year ended June 30, 2011 Form 10-K.



Allowance for Doubtful Accounts



The carrying value of our accounts
receivable is continually evaluated based on the likelihood of collection. An allowance is provided, if required, for estimated
losses resulting from our customers’ inability to make	required payments. The allowance is determined by historical experience
of uncollected accounts, the level of past due accounts, information about specific customers with respect to their inability
to make payments and future expectations of conditions that might impact the collectability of accounts receivable.



Revenue Recognition



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



15







PHAZAR CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- continued



NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- continued



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. Phazar Antenna Corp. has sales in international markets to commercial
customers. 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 fiscal years 2011 and 2010 were 7.8% and 10.6%, respectively, of total sales.
There were no foreign countries with sales greater than 5% of total sales for fiscal year ended June 30, 2011 and the one month
period ended June 30, 2010. Canada was the only country with sales of 5.0% or more in the fiscal year ended May 31, 2010.



Inventories



Inventories are valued at the lower
of cost or market, with cost determined on the first-in, first-out basis. Market is replacement cost or net realizable value. Work
in progress and finished goods include material, labor and overhead.



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. The
estimated useful lives are: building and improvements -  15 to 30 years; machinery and equipment - 10 years; automobiles and
equipment - 10 years; and office furniture and fixtures - 10 years. Expenditures for normal maintenance and repairs are charged
to expense, 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.



Impairment of Long-Lived Assets and Identifiable
Intangible Assets



Management periodically evaluates
the carrying value of long-lived assets, including identifiable intangible assets, to be held and used for potential impairment.
The carrying value of long-lived assets to be held and used is considered impaired when the carrying value is not recoverable through
undiscounted future cash flows and the fair value of the asset is less than its carrying value. Fair value is determined primarily
using the anticipated cash flows discounted at a rate commensurate with the risks involved.



Use of Estimates
and Assumptions



Management uses estimates and assumptions
in preparing consolidated financial statements in accordance with U.S. 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 liability method is used to account
for income taxes 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 year ended June 30, 2011,
the one month period ended June 30, 2010 and the year ended May 31, 2010, were $160,611, $7,815 and $209,154, respectively.



16









PHAZAR CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- continued



NOTE 2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES - continued



Cash and Cash Equivalents



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



Warranties



The Company provides for the estimated
cost of product warranties. Actual costs as incurred are charged directly to cost of sales and the adequacy of the liability is
assessed on a quarterly basis.



Stock-based Employee Compensation



On June 1, 2006, the Company adopted
the accounting standard which required companies to recognize in their statement of operations the cost of employee services received
in exchange for awards of equity instruments. The costs were based on their fair values at the time of the grant. The company
uses the Black-Scholes option pricing model to determine the fair value of stock options granted to employees. Stock based
compensation recognized in fiscal year ended 2011, the one month period ended June 30, 2010 and the fiscal year ended 2010
were $103,248, $10,792 and $428,855, respectively.



The income tax benefit related to
stock-based compensation expense was $35,104, $3,669 and $145,810 for the year ended June 30, 2011, the one month period ended
June 30, 2010 and the year ended May 31, 2010, respectively.



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



Earnings per share are computed by
dividing net income (loss) by the weighted average number of common shares outstanding during the year. Weighted average shares
outstanding were 2,275,300, 2,303,807 and 2,300,191 for the year ended June 30, 2011, the one month period ended June 30, 2010
and the year ended May 31, 2010, respectively.



Dilutive
effect of stock options outstanding for the fiscal year ended June 30, 2011, one month period ended June 30, 2010 and the fiscal
year ended May 31, 2010, are computed as follows:



|                                                                   | Fiscal Year   | One Month          | Fiscal Year      
|------------------------------------------------------------------ | ------------- | ------------------ | -----------------
|                                                                   | Ended         | Ended              | Ended            
|                                                                   | June 30, 2011 | June 30, 2010      | May 31, 2010     
|Numerator:                                                         |               |                    |                  
|Net income (loss)                                                  | $  ( 326,771) | $           36,432 | $       (937,994)
|Numerator for basic and
        diluted earnings
        per share | $   (326,771) | $           36,432 | $       (937,994)
|                                                                   |               |                    |                  



|Denominator:                                                                |                  |                      |                    
|--------------------------------------------------------------------------- | ---------------- | -------------------- | -------------------
|Weighted-average shares outstanding-basic                                   | 2,275,300        | 2,303,807            | 2,300,191          
|Effect of dilutive securities:                                              |                  |                      |                    
|Stock options                                                               | -                | -                    | -                  
|                                                                            |                  |                      |                    
|Denominator for diluted earnings per share-
        Weighted-average shares | 2,275,300        | 2,303,807            | 2,300,191          
|                                                                            |                  |                      |                    
|Basic loss per share                                                        | $         (0.14) | $               0.02 | $            (0.41)
|                                                                            |                  |                      |                    
|Diluted loss per share                                                      | $         (0.14) | $               0.02 | $            (0.41)



17









PHAZAR CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- continued



NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued



Deferred
Revenue



Payments which are received in advance
of the completion of the related phase of a contract are recorded as deferred revenue when received. Revenue is recognized when
earned based on cost incurred to date plus estimated profit margin in relation to the total estimated cost plus profit margin on
the entire project. Estimated losses will be recognized in their entirety when they become apparent. Deferred revenue recorded
at fiscal year ended June 30, 2011, the one month period ended June 30, 2010 and fiscal year ended May 31, 2010 is $2,355, $28,703
and $207,514, respectively.



Shipping and Handling
Costs



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



NOTE 3. INVENTORIES



The major components of inventories
are as follows:



|                  | June 30, 2011        | June 30, 2010    | May 31, 2010     
|----------------- | -------------------- | ---------------- | -----------------
|                  |                      |                  |                  
|Raw materials     | $          1,074,044 | $      1,023,375 | $       1,335,726
|Work in process   | 324,657              | 910,187          | 848,362          
|Finished goods    | 1,333,531            | 709,045          | 828,816          
|                  |                      |                  |                  
|Total inventories | $          2,732,232 | $      2,642,607 | $       3,012,904



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 as of June 30, 2011, June 30, 2010 and May 31, 2010, was $803,901,
$960,195 and $959,478, respectively.



All of the above stated inventories
are that of the operating subsidiaries, Antenna Products Corporation and Phazar Antenna Corp. No other subsidiaries carry inventory.



NOTE 4. PROPERTY AND EQUIPMENT



The following is a summary of the
Company’s property and equipment:



|                              | Estimated   |                      |                |               
|----------------------------- | ----------- | -------------------- | -------------- | --------------
|                              | Useful Life | June 30, 2011        | June 30, 2010  | May 31, 2010  
|                              |             |                      |                |               
|Land                          |             | $            375,136 | $      375,136 | $      375,136
|Buildings and improvements    | 15-30 years | 1,873,217            | 1,873,217      | 1,873,217     
|Machinery and equipment       | 10 years    | 3,645,011            | 3,629,011      | 3,629,011     
|Automobiles and equipment     | 10 years    | 107,541              | 107,541        | 107,541       
|Office furniture and fixtures | 10 years    | 429,070              | 505,850        | 505,850       
|                              |             | 6,429,975            | 6,490,755      | 6,490,755     
|Less accumulated depreciation |             | (5,386,540)          | (5,331,560)    | (5,320,665)   
|Net property and equipment    |             | $        1,043,435   | $   1,159,195  | $    1,170,090



NOTE 5. NOTES RECEIVABLE



On December 8, 2009, the Company
entered into a $500,000 Principal 8% Per Year Senior Secured Convertible Note with Tracciare, Inc. due in full on May 31, 2011.
In addition, the Company received a warrant to purchase up to eighty percent



18







PHAZAR CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
– continued



NOTE 5. NOTES RECEIVABLE – continued



of Tracciare’s equity for a total price of $500,000.
In March, 2011, the note was amended to extend the maturity
date to June 30, 2013. At June 30, 2011 Tracciare, Inc. had drawn all of the $500,000 note, along with additional fundings in the
amount of $463,684 all under separate notes with the same terms and agreements as the original note and amendment.



NOTE 6. INCOME TAXES



Components of the provision for income taxes were as
follows:





|                                                |   | Fiscal Year   |  |   | One Month     |  |   | Fiscal Year 
|----------------------------------------------- | - | ------------- |  | - | ------------- |  | - | ------------
|                                                |   | Ended         |  |   | Ended         |  |   | Ended       
|                                                |   | June 30, 2011 |  |   | June 30, 2010 |  |   | May 31, 2010
|                                                |   |               |  |   |               |  |   |             
|Federal income taxes computed at statutory rate | $ | (166,167)     |  | $ | 27,578        |  | $ | (483,068)   
|                                                |   |               |  |   |               |  |   |             
|Permanent differences                           |   |               |  |   |               |  |   |             
|Meals and entertainment                         |   | 3,030         |  |   | 307           |  |   | -           
|Domestic production deduction                   |   | -             |  |   | (3,272)       |  |   | -           
|Other                                           |   | -             |  |   | -             |  |   | 2,621       
|                                                |   |               |  |   |               |  |   |             
|Other reconciling items                         |   |               |  |   |               |  |   |             
|Federal deferred pool true-ups                  |   | 4,571         |  |   | 20,009        |  |   | -           
|Non-deductible expenses and other               |   | (3,327)       |  |   | -             |  |   | (2,348)     
|                                                |   |               |  |   |               |  |   |             
|Total                                           | $ | (161,893)     |  | $ | 44,622        |  | $ | (482,795)   
|                                                |   |               |  |   |               |  |   |             
|Current federal income taxes                    |   | (3,187)       |  |   | 33,080        |  |   | (316,374)   
|Deferred federal income taxes                   |   | (155,009)     |  |   | 15,017        |  |   | (145,859)   
|Federal true-up (current)                       |   | (163)         |  |   | (3,475)       |  |   | -           
|Other                                           |   | (3,534)       |  |   | -             |  |   | (20,562)    
|                                                |   |               |  |   |               |  |   |             
|Total tax expense (benefit)                     | $ | (161,893)     |  | $ | 44,622        |  | $ | (482,795)   





The components of the deferred tax
assets and liabilities are as follows:



|                                                              | Fiscal Year     | One Month        | Fiscal Year    
|------------------------------------------------------------- | --------------- | ---------------- | ---------------
|                                                              | Ended           | Ended            | Ended          
|                                                              | June 30, 2011   | June 30, 2010    | May 31, 2010   
|Deferred tax assets:                                          |                 |                  |                
|Accrued liabilities, due to warranty accrual                  | $        26,322 | $         69,103 | $        69,103
|Accrued liabilities, due to vacation and compensation accrual | 20,300          | 27,068           | 36,211         
|Intangible assets, due to difference in amortization          | 40,188          | 50,379           | 52,872         
|Compensation, stock options vested                            | 287,580         | 261,005          | 265,234        
|Inventory write-off from discontinued operations              | 178,253         | -                | -              
|                                                              |                 |                  |                
|Total deferred tax assets                                     | $       52,643  | $       407,555  | $      423,420 
|                                                              |                 |                  |                
|Deferred tax liabilities:                                     |                 |                  |                
|Property and equipment, principally due to depreciation       |                 |                  |                
|Difference                                                    | $     (74,943)  | $       (85,072) | $      (85,918)
|Other, net                                                    | (208)           | -                | -              
|                                                              |                 |                  |                
|Total deferred tax liabilities                                | $     (75,151)  | $       (85,072) | $      (85,918)
|                                                              |                 |                  |                
|                                                              |                 |                  |                
|Deferred income tax assets, net of deferred tax liabilities   | $      477,492  | $        322,483 | $      337,502 



19









PHAZAR CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- continued



NOTE 6. INCOME TAXES – continued



|The net deferred tax assets are classified on the balance sheet as follows: |                |                  
|--------------------------------------------------------------------------- | -------------- | -----------------
|                                                                            |                |                  
|Current deferred tax assets                                                 | $      224,875 | $          96,169
|Non-current deferred tax assets, net                                        | 252,617        | 226,314          
|                                                                            |                |                  
|Net deferred tax assets                                                     | $      477,492 | $        322,483 



There are no uncertain tax positions
expected to be taken on the 2010 federal or state tax returns to be filed, and no liability has been recorded for any prior years
that are still subject to examination by federal or state taxing jurisdictions. Accordingly, no additional disclosures have been
made on the current financial statements regarding FASB ASC 740-10. As Company policy, accrued interest or penalties associated
with unrecognized tax benefits will be recorded as income tax expense. Since there is no applicable liability under FASB ASC 740-10
for 2010, no interest or penalties are included in the Consolidated Statement of Operations. The Company and its subsidiaries file
a consolidated federal tax return. The 2007-2010 federal tax returns are currently open under the statute of limitations. State
income tax returns are generally open for examination for a period of 3-5 years after the filing of the respective return. The
Company and its subsidiaries have no federal or state returns currently under examination, appeals or litigation.



NOTE 7. COMMITMENTS AND CONTINGENCIES



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 United States Government, both military and civilian 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 June 30, 2011.



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.



Legal Proceedings



On August 15, 2008, Janet McCollum,
as personal representative of the Estate of Richard Alan Catoe, deceased, filed a wrongful death complaint against the University
of West Florida, Diamond Enterprise, Inc., North Safety Products, L.L.C. a/k/a North Safety Products, Inc. and Antenna Products
Corporation (the ”Lawsuit”) in Circuit Court in Escambia County, Florida,. Antenna Products Corporation is PHAZAR CORP's
wholly owned and principal operating subsidiary.



Antenna Products Corporation denies
any liability to plaintiff and anticipates being dismissed from the lawsuit. However, if we were found to be responsible or liable,
we would not expect such costs to be material to the Company.



20







PHAZAR CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- continued



NOTE 7. COMMITMENTS AND CONTINGENCIES –
continued



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, are as follows:



|                                  | Fiscal Year       | One Month       | Fiscal Year     
|--------------------------------- | ----------------- | --------------- | ----------------
|                                  | Ended             | Ended           | Ended           
|                                  | June 30, 2011     | June 30, 2010   | May 31, 2010    
|                                  |                   |                 |                 
|Beginning balance                 | $        203,244  | $       203,244 | $       138,702 
|Cost incurred for rework          | (132,238)         | -               | (116,239)       
|Accrual for current year estimate | -                 | -               | 203,244         
|Change in accrued estimate        | 6,412             | -               | (22,463)        
|                                  |                   |                 |                 
|Ending balance                    | $          77,418 | $       203,244 | $        203,244



NOTE 8. STOCK OPTIONS



In October 2006, a majority of the
PHAZAR CORP shareholders approved the 2006 Incentive Stock Option Plan (the "Plan"). Options for 250,000 shares of common
stock are authorized under this plan. Options granted may be either Incentive Stock Options or Non-Statutory Stock Options, at
the discretion of the Board. There have been 207,700 options granted (net of forfeitures) under this plan as of June 30, 2011.



The PHAZAR CORP 2009 Equity Incentive
Plan was approved by a majority of the PHAZAR CORP shareholders in October 2009. Options for 273,600 shares of common stock are
authorized under this plan. Options granted under this plan may be either Incentive Stock Options or Non-Statutory Stock Options,
at the discretion of the Board. As of June 30, 2011, there have been 70,500 options granted and stock issued to Directors under
this plan and 156,100 options available under the plan.



A summary of the status of the Company’s
outstanding stock options issued under separate employment agreements as of June 30, 2011, June 30, 2010 and May 31, 2010 and changes
for the periods then ended are as follows:



|                             |  | Outstanding Options      
|---------------------------- |  | -------------------------
|                             |  | Number
        of Options
|                             |  |                          
|Outstanding at May 31, 2010  |  | 355,400                  
|Granted                      |  | -                        
|Exercised                    |  | -                        
|Forfeited                    |  | -                        
|Outstanding at June 30, 2010 |  | 355,400                  
|Granted                      |  | -                        
|Exercised                    |  | -                        
|Forfeited                    |  | (89,700)                 
|                             |  |                          
|Outstanding at June 30, 2011 |  | 265,700                  



21







PHAZAR CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
– continued



NOTE 8. STOCK OPTIONS – continued



|                                                 | Fiscal Year   | One Month     | Fiscal Year 
|------------------------------------------------ | ------------- | ------------- | ------------
|                                                 | Ended         | Ended         | Ended       
|                                                 | June 30, 2011 | June 30, 2010 | May 31, 2010
|Number of options vested                         | 122,034       | 160,733       | 160,733     
|Weighted average remaining contract life – years | 7.48          | 8.20          | 8.20        
|                                                 |               |               |             
|Number of options exercisable                    | 122,034       | 160,733       | 160,733     



The following table details stock-based
compensation expense included in the statement of operations for the fiscal year ended June 30, 2011, one month period ended June
30, 2010 and fiscal year ended May 31, 2010.



|                                                                               | Fiscal Year      | One Month           | Fiscal Year        
|------------------------------------------------------------------------------ | ---------------- | ------------------- | -------------------
|                                                                               | Ended            | Ended               | Ended              
|                                                                               | June 30, 2011    | June 30, 2010       | May 31, 2010       
|                                                                               |                  |                     |                    
|Selling, general and administrative expense                                    | $      103,248   | $          10,792   | $        428,855   
|FIT Provision                                                                  | (35,104)         | (3,669)             | (145,810)          
|Impact on net income (loss)                                                    | $        68,144  | $            7,123  | $        283,485   
|Impact on net
        income per share -
        Basic and diluted
        EPS | $           0.03 | $              0.00 | $              0.12



22







PHAZAR CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
– continued





NOTE 9. DISCONTINUED OPERATIONS



In January 2011, the Company announced that
after a thorough review of the progress and status of the True Mesh Network Radio program, the Board of Directors concluded that
commercial viability and profitability was unlikely to be achievable in the foreseeable future and voted to discontinue further
development. As a result, for the year ended June 30, 2011, the Company recorded a charge of $994,082, of which $508,546 relates
to activity prior to the decision to discontinue operations and a charge of $99,110 and $631,375 for discontinued operations, net
of tax, for the one month period ended June 30, 2010 and for the year ended May 31, 2010, respectively.





|                                                 |                                              | Fiscal Year |               | One Month |               | Fiscal Year
|------------------------------------------------ | -------------------------------------------- | ----------- | ------------- | --------- | ------------- | -----------
|                                                 |                                              |             | Ended         |           | Ended         |            
|                                                 |                                              |             | June 30, 2011 |           | June 30, 2010 |            
|                                                 |                                              |             |               |           |               |            
|The following is a summary of the results of the |                                              |             |               |           |               |            
|discontinued operations:                         |                                              |             |               |           |               |            
|                                                 | Revenues                                     | $           | 193,930       | $         | 3,042         | $          
|                                                 | COGS (including inventory write offs)        |             | (992,278)     |           | (34,393)      |            
|                                                 |                                              |             | (798,348)     |           | (31,351)      |            
|                                                 |                                              |             |               |           |               |            
|                                                 | Selling, general and administration expense  |             | (257,594)     |           | (33,941)      |            
|                                                 | Research and development costs               |             | (450,243)     |           | (84,875)      |            
|                                                 |                                              |             | (707,837)     |           | (118,816)     |            
|                                                 |                                              |             |               |           |               |            
|                                                 | Net loss before income taxes                 | $           | (1,506,185)   | $         | (150,167)     | $          
|                                                 |                                              |             |               |           |               |            
|                                                 | Provision (benefit) for income taxes         |             | (512,103)     |           | (51,057)      |            
|                                                 | Net loss                                     | $           | (994,082)     | $         | (99,110)      | $          
|                                                 |                                              |             |               |           |               |            
|The following is a summary of the assets and     |                                              |             |               |           |               |            
|liabilities of discontinued operations:          |                                              |             |               |           |               |            
|                                                 | Assets of discontinued operations:           |             |               |           |               |            
|                                                 | Inventories                                  | $           | -             | $         | 789,112       | $          
|                                                 | Total assets of discontinued operations      | $           | -             | $         | 789,112       | $          
|                                                 |                                              |             |               |           |               |            
|                                                 | Liabilities of discontinued operations:      |             |               |           |               |            
|                                                 | Accrued liabilities                          | $           | 178,060       | $         | 87,607        | $          
|                                                 | Total liabilities of discontinued operations | $           | 178,060       | $         | 87,607        | $          



23







PART III



Item 9. Changes In and Disagreements with Accountants on Accounting
and Financial Disclosure.



None.



Item 9A. Controls and Procedures



Management’s Evaluation of Internal Control over Financial
Reporting



Our management is responsible for establishing
and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act.
This system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
the consolidated financial statements for external purposes in accordance with generally accepted accounting principles. Our internal
control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that,
in reasonable detail, accurately and fairly reflect our transactions and disposition of our assets; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance
with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations
of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.



Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations.
Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement
preparation and presentation. The scope of management’s assessment of the effectiveness of internal control over financial
reporting includes all of our Company’s subsidiaries.



The Company’s Chief Executive Officer
and Chief Financial Officer evaluated the Company’s disclosure controls and procedures as of June 30, 2011. In making their
assessment, the Company's Chief Executive Officer and Chief Financial Officer were guided by the releases issued by the SEC and
to the extent applicable was based upon the framework in Internal Control – Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission. The Company’s Chief Executive Officer and Chief Financial Officer
have concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2011. The Company has
had no change during the period covered by this report that has materially affected, or is reasonably likely to materially affect,
the Company’s internal control over financial reporting.



This Annual Report on Form 10-K does not include
an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by the Company’s independent registered public
accounting firm pursuant to an exemption for smaller reporting companies under Section 989G of the Dodd-Frank Wall Street Reform
and Consumer Protection Act.



Item 9B. Other Information



None



Item 10. Directors, Executive Officers
and Corporate Governance



The information required by this item with regard to executive officers
is as follows:



Mr. Garland Asher, age 66, has served as President
and Chief Executive Officer since September, 2008 and as a Director since October, 2007. Mr. Asher served as Director and Chairman
of the Audit Committee of Universal Power Group, Inc., a power equipment and battery distributor from December, 2006 through August
2008. Mr. Asher has served as a member of the City of Fort Worth Audit Committee from 2006 through 2008. Mr. Asher served as President
and COO of Integration Concepts, Inc., a healthcare software company, from September 1999 through June 2004. Since then he has
been involved in personal investment activities.



24









Ms. Deborah Inzer, age 61, has served as Vice
President, Chief Financial Officer and Treasurer of PHAZAR CORP since March 2008. Ms. Inzer served as Controller of Shared Technologies,
Inc., a telecommunications company from January, 2005 until March, 2008. Ms. Inzer has served as Vice President, Accounting and
Controller at Dave & Buster's in Dallas, Texas from 1999 to 2005 and Senior Vice President, Accounting at AmBrit Energy Corp
in Dallas, Texas from 1989 to 1999.



Information regarding directors of the Company
required by this Item is incorporated by reference to the section entitled “Election of Directors” set forth in the
Proxy Statement for our 2011 Annual Meeting of Shareholders.



The information regarding compliance and the
evaluation of late filings under Section 16(a) of the Exchange Act required by this Item is incorporated by reference to the section
entitled “Section 16(a) Beneficial Ownership Reporting Compliance” set forth in the Proxy Statement for our 2011 Annual
Meeting of Shareholders.



Information regarding our audit committee financial
experts and code of ethics and business conduct required by this item is incorporated by reference to the section entitled “Matters
Relating to Corporate Governance, Board Structure, Director Compensation and Stock Ownership” set for in the Proxy Statement
for our 2011 Annual Meeting of Shareholders.



The Company has adopted a Code of Business
Conduct and Ethics that applies to all of its directors, officers and employees. The Code of Business Conduct and Ethics is on
the Company’s website at www.phazarcorp.com under the caption “Corporate Governance”



Item 11. Executive Compensation



The information required by this Item is incorporated
herein by reference to the section entitled “Executive Compensation” and the section entitled “Matters Relating
to Corporate Governance, Board Structure, Director Compensation and Stock Ownership – Fees Paid to Directors” set forth
in our Proxy Statement for our 2011 Annual Meeting of Shareholders.



Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters



The information required by this item is incorporated
herein by reference to the section entitled “Executive Compensation” and the section entitle “Matters Relating
to Corporate Governance, Board Structure, Director Compensation and Stock Ownership – Security Ownership of Management”
set forth in the Proxy Statement for our 2011 Annual Meeting of Shareholders.



The following table provides a summary of information
as of June 30, 2011, relating to our equity compensation plans in which our Common Stock is authorized for issuance.



|Equity Compensation Plan Information:                          |  |                                                                                             |                                                                             |                                                                                                                                       
|-------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------
|                                                               |  | (a)                                                                                         | (b)                                                                         | (c)                                                                                                                                   
|                                                               |  | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a)
|                                                               |  |                                                                                             |                                                                             |                                                                                                                                       
|Equity Compensation Plans
        approved by shareholders (1) |  | 207,700                                                                                     | 4.29                                                                        | 42,300                                                                                                                                
|                                                               |  |                                                                                             |                                                                             |                                                                                                                                       
|Equity Compensation Plans
        approved by shareholders (2) |  | 58,000                                                                                      | 3.86                                                                        | 156,100                                                                                                                               



(1)Consists of the 2006 Incentive Stock Option Plan

(2)Consists of the 2009 Equity Incentive Plan adopted by the Board of Directors on April 8, 2009



25









Item 13. Certain Relationships and Related
Transactions.



None



Item 14. Principal Accountant Fees and Services



Information required by this Item is incorporated by reference to
the section entitled “Audit Fees”, are set forth in our Proxy Statement for our 2011 Annual Meeting.



PART IV



Item 15. Exhibits and Reports on Form 8-K.



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



1. Financial Statements. See Item
8.



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. See Index to
Exhibits for listing of exhibits which are filed herewith or incorporated by reference.



(b)	Reports on Form 8-K.



On July 22, 2010, the registrant filed
a Form 8-K for the purpose of disclosing the departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers



On October 12, 2010, the registrant filed a Form 8-K for
the purpose of announcing its first quarter financial results



On October 21, 2010, the registrant filed a Form 8-K for
the purpose of announcing a major website upgrade for Antenna Products Corporation



On November 11, 2010, the registrant filed a Form 8-K for
the purpose of announcing a web conference for a presentation held at the Southwest IDEAS Investor Conference held in Dallas, Texas



On January 11, 2011, the registrant filed a Form 8-K for
the purpose of announcing the discontinuance of the development of the True Mesh Network Radio Program



On January 19, 2011, the registrant filed a Form 8-K for
the purpose of announcing its second quarter 2011 financial results



On February 2, 2011, the registrant filed a Form 8-K for
the purpose of announcing the appointment of an additional director



On February 14, 2011, the registrant filed a Form 8-K for
the purpose of disclosing a notice of listing deficiency letter from NASDAQ



On April 7, 2011, the registrant filed a Form 8-K for the
purpose of disclosing that NASDAQ had accepted the proposed listing compliance plan and closed the listing deficiency matter



On May 12, 2011, the registrant filed a Form 8-K for the
purpose of announcing its third quarter 2011 financial results

26









On June 2, 2011, the registrant filed a Form 8-K for the
purpose of announcing a contract award to Antenna Products Corporation



On August 24, 2011, the registrant filed a Form 8-K for
the purpose of announcing its third quarter 2011 financial results



On September 12, 2011, the registrant filed a Form 8-K for
the purpose of announcing personnel additions to Antenna Products Corporation















27







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: September 22, 2011

PHAZAR CORP



/s/ Garland P. Asher

BY:   Garland P. Asher, President and

Chief Executive Officer





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/ Gary W. Havener    |  | Director | September 22, 2011
|Gary W. Havener        |  |          |                   
|                       |  |          |                   
|/s/ James Kenney       |  | Director | September 22, 2011
|James Kenney           |  |          |                   
|                       |  |          |                   
|/s/ R. Allen Wahl      |  | Director | September 22, 2011
|R. Allen Wahl          |  |          |                   
|                       |  |          |                   
|/s/ Thomas B. Reynolds |  | Director | September 22, 2011
|Thomas B. Reynolds     |  |          |                   









28







EXHIBIT INDEX





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



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



Exhibit 4.1(1) -	2006 Incentive Stock
Option Plan, incorporated by reference as Exhibit A to the Registrant’s Definitive Proxy Statement dated September 15, 2009
and filed on September 15, 2006. Also incorporated by reference to the like numbered exhibit in the Registrant’s Form S-8
dated January 8, 2007 and filed on January 8, 2007



Exhibit 4.1(2) -	2009 Equity Compensation
Plan dated April 22, 2009, incorporated by reference to the Registrant’s Form S-8, filed on April 27, 2009



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 - 	Agreement with Garland
Asher dated January 24, 2009 incorporated by reference to the like-numbered exhibit in the Registrant's Form 10-Q filed on January
14, 2009



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 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 23.1 -	Consent of Weaver & Tidwell, LLP



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



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



Exhibit 99.1(2) - 	Revised Audit Committee
Charter dated July 21, 2010 incorporated by reference to the like numbered exhibit in the Registrant’s Form 10-K filed on
August 20, 2010



29