================================================================================
                       Securities and Exchange Commission
                              Washington D.C. 20549

                                  Form 10-KSB/A
    (Mark One)
      [  X  ]    ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934
                     For the Fiscal Year Ended May 31, 2000

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

                         Commission file number 0-12866
                                                -------
                             ANTENNA PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)

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

 1209 Orange St., Wilmington, Delaware 19801            (940) 325-3301
 -------------------------------------------            --------------
  (Address of principal executive offices)       (Issuer's telephone number)

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

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

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

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

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

The Company's net sales for Fiscal Year ended May 31, 2000 was $7,861,707.

As of August 10, 2000 2,135,728  shares of Common Stock were outstanding and the
aggregate  market  value of the Common Stock (based on the latest price of known
transactions  on the Nasdaq  Smallcap  Market) held by  non-affiliates  (880,082
shares) was approximately $1,842,544.

DOCUMENTS INCORPORATED BY REFERENCE:  None

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


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<PAGE>

                                     PART 1

Item 1.  BUSINESS

General

Antenna  Products,  Inc.  operates as a holding  company with  Antenna  Products
Corporation,  API Acquisition  Corp. and Thirco,  Inc. as its current  operating
subsidiaries.  Antenna  Products  Corporation  and  API  Acquisition  Corp.  are
operating subsidiaries with Thirco, Inc. serving as an equipment leasing company
to Antenna Products, Inc.'s operating units. Antenna Products, Inc. has no other
business  activity.  Antenna  Products,  Inc.'s  address is 1209 Orange  Street,
Wilmington, Delaware 19801. Telephone Number, (940) 325-3301.

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

Antenna Products Corporation

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

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

Antenna  Products  Corporation's  customer  base  is  primarily  government  and
government  prime  contractor  focused,  but this is slowly  changing as Antenna
Products  Corporation  continues to develop and market new commercial  products.
Antenna  Products  Corporation's  market  is  international  in  scope.  Antenna
Products Corporation currently focuses on exploiting the domestic market and has
a limited  amount of foreign sales.  The  specialized  need of Antenna  Products
Corporation's  customers and the technology  required to meet those needs change
constantly.  Accordingly, Antenna Products Corporation stresses its engineering,
installation,   service  and  other  support   capabilities.   Antenna  Products
Corporation  uses its own sales and  engineering  staff to service its principal
markets. Some of Antenna Products Corporation's  contracts are large relative to
total annual sales volume and therefore the  composition of the customer base is
different  year to year.  In 2000 the U.S.  Government  was the  single  largest


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<PAGE>

customer,  and  accounted  for 22% of the sales  volume.  AIRSYS ATM,  Inc. (fka
Wilcox  Electric)  totaled 18% of sales and Computing  Devices of Canada totaled
11% of sales.  Orders for equipment in some of these product  categories  are in
backlog and, therefore, AIRSYS ATM, Inc. and the U.S. Government are expected to
be major clients again in 2001.

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

Antenna  Products  Corporation  is  primarily a build to order  company and most
manufacturing requirements are established on a contract basis. For this reason,
the  majority  of the  inventory  is work in  process.  Less  than  25% of total
inventory,  approximately $696,000 is currently maintained in stock for delivery
to  customers.  Some raw  materials  are also  inventoried  to support  customer
delivery schedules.  Antenna Products  Corporation  performs work for the United
States Government  primarily under fixed-price prime contracts and subcontracts.
Under fixed-price  contracts,  Antenna Products Corporation realizes any benefit
or detriment occasioned by lower or higher costs of performance.

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

Antenna  Products  Corporation  plans  to  reinvest  from 2% to 5% of  sales  in
research and development projects,  and bid and proposal activities.  The mix of
expenditures between the two areas in any given year is a function of the demand
for new independently developed innovative systems and the level of requirements
solicited.  In 2000  Antenna  Products  Corporation  invested  3.3% of  sales to
independent research and development (R&D). The level of expenditures as a ratio




                                       3
<PAGE>

to  sales  is  expected  to  continue  at this  level  in  2001.  The  level  of
expenditures  for R&D as a ratio to sales  was 3.4% of sales in 1999 and 2.8% in
1998.  Antenna Products  Corporation does not consider patents to be material to
its operations nor would the loss of any patents adversely affect operations.

On May 1, 2000,  Antenna  Products  Corporation  purchased  the complete line of
commercial telecommunications antennas known as the Phazar(TM) product line from
BAE SYSTEMS Advanced  Systems.  The tangible assets  purchased  consisted of the
inventory,  tooling,  fixtures,  radome molds, test equipment, and demonstration
equipment.  The intangible  assets purchased  included the patents,  copyrights,
trademarks,  engineering  data,  manufacturing  drawings,  manufacturing  method
sheets, test procedures,  quality program plans,  vendor lists,  customer lists,
product data sheets,  Chameleon(TM),  and pattern information.  No real property
was  included  in the  sale.  The  product  line was moved to  Antenna  Products
Corporation's  plant in Mineral Wells, Texas. The inventory (valued at cost) was
purchased for $360,000  cash. The  remainder,  including the  intangible  assets
valued  at a  substantial  discount  to  the  seller's  development  costs,  was
purchased  for 172,800  unregistered  shares of Antenna  Products,  Inc.  common
stock.  On May 1,  2000,  the  closing  price on The Nasdaq  SmallCap  Market of
Antenna Products, Inc. common stock was $2.96875.  Additionally, a 6% royalty on
the sales of the Intelligent Antenna System products is due for seven years. The
transaction was financed by drawing $360,000 on the existing accounts receivable
and inventory  credit line at The Frost National Bank, San Antonio,  Texas.  The
purchase of the product line was recorded as a purchase transaction and has been
included in the financials from the date of purchase.

The product line  purchased  consists of eighteen  models of planar  single beam
(PSB)  cellular  antennas,  two models of  intelligent  antenna  systems  (IAS),
fifteen  U.S.  Patents,  one  pending  U.S.  Patent  Application,  and  multiple
corresponding  Foreign Patents and pending Patent  Applications.  A camouflaging
system for environmental  concealment of the antennas called Chameleon(TM),  was
also  included in the sale.  This  product  line  compliments  Antenna  Products
Corporation's  existing  commercial antenna product lines and is currently being
produced at the plant in Mineral Wells, Texas.

API Acquisition Corp

API Acquisition  Corp. is an 80% owned subsidiary of Antenna  Products,  Inc. It
was formed on January 24, 2000 as a Texas  corporation.  API  Acquisition  Corp.
purchased the assets and business of The  Upholstery  Shop,  Inc. on January 27,
2000.  The assets  purchased  included the machinery and  equipment.  No land or
buildings  were  included  as part  of this  acquisition.  The  acquisition  was
recorded as a purchase  transaction  and the operations of the  Upholstery  Shop
have  been  included  in the  financials  from  the  date  of  acquisition.  API
Acquisition Corp. currently does business as The Upholstery Shop at the existing
facility under a lease agreement.

The  Upholstery  Shop  provides  complete  refurbishment  for a  full  range  of
corporate  and  executive  aircraft  interiors.  The  range  and  scope of these
services  include  design and  fabrication  of seats,  side panels,  headliners,
galleys and cabinets, as well as the design and installation of custom lighting,
entertainment systems and cabin management systems. The Upholstery Shop can also
install  upgraded  avionic  systems  such  as  navigational   systems,   (NAVs),



                                       4
<PAGE>

communication  systems (COMs), auto pilots (ADFs),  distance measuring equipment
(DME), collision avoidance systems (TCAS), and storm scopes.

The  Upholstery  Shop  removes  existing  interiors of aircraft and installs new
interiors designed to customer  specifications and coordinates the refurbishment
of exteriors for customers  when  required.  The  Upholstery  Shop provides this
service on virtually all-executive and corporate class aircraft,  including, but
not limited to: Lear, Cessna, Gulfstream,  Galaxy, Dassault, and Bombardier. The
refurbishments  are diverse with the lower range being a minor upgrading of Lear
25's to total  interior  upgrading of the larger  aircraft of the Gulfstream and
Falcon family.

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 Antenna
Products, Inc. The primary lease arrangements are with Antenna Products.  Thirco
will  occasionally  assist in servicing the banking  needs of Antenna  Products,
Inc.'s operating units. Since all activity is internal to Antenna Products, Inc.
and its operating  subsidiaries,  financial  data is  consolidated  with Antenna
Products,  Inc.  Thirco  does not  intend  to  engage  in any  outside  business
transactions.

Seasonality

Antenna Products, Inc.'s businesses are not dependent on seasonal factors.

Backlog

The  backlog  of orders at  Antenna  Products  Corporation  was $3.9  million at
year-end.  This  compares  to $3.3  million in backlog at the end of fiscal year
1999. In August, the backlog was $3.5 million.  Over 90% of this backlog will be
delivered in the 2001 fiscal year.

The backlog of orders at API Acquisition  Corp was $2.9 million at year-end.  In
August, the backlog was $2.7 million. All of the $2.7 million in backlog will be
delivered in the 2001 fiscal year.

Raw Material Source and Supply

Antenna  Products,  Inc.'s operating  subsidiaries'  principal raw materials are
steel,  aluminum,  other metal alloys,  plastic and composite tubing,  hardware,
electrical  wire,  wire  rope,  electronic  or  electro-mechanical   components,
leather,  carpet,  wood  veneers  and  laminates.  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 Antenna Products, Inc.

Employees

As of August  10,  2000  Antenna  Products  Corporation  employed  a total of 82
employees,  seventy-eight  full  time  and four  part  time.  Of the 82,  10 are
employed in administration  and sales, 11 in engineering and technical  support,
and 61 in manufacturing.  None of Antenna Products  Corporation's  employees are
subject to collective bargaining agreements.

                                       5

<PAGE>

API Acquisition  Corp.  employed  a total of 36 full time employees as of August
10, 2000. Of the 36, 7 are employed in  administration  and sales, 3 in avionics
design and support,  19 in the shop areas, and 7 in the installation  crew. None
of API  Acquisition  Corp.'s  employees  are  subject to  collective  bargaining
agreements.


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

Foreign Sales

Antenna Products  Corporation's sales in international  markets are primarily to
foreign  governments or prime  contractors to foreign  governments,  and as such
represent a small percentage of the overall company annual volume.  The level of
profits  from the  commitment  of assets to this  portion of the  business is no
greater or no less than that of other market segments.  International  sales for
2000, 1999, and 1998 were 15.6%, 9.8%, and 6.0%, respectively, of total sales.

API Acquisition Corp has no significant sales to international customers.



Item 2.  PROPERTIES

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

API Acquisition  Corp.  leases a facility  located along Highway 377 in Roanoke,
Texas. The facility  consists of two buildings that contain 2,000 square feet of
administrative  and sales  offices  and 12,000  square  feet of shop  area.  The
facility is well equipped with machinery and equipment  owned by API Acquisition
Corp. The design and fabrication of seats, side panels,  headliners and cabinets
is  completed  at  this  facility.   The  finished  custom  interiors  are  then
transported  to the airport  where the aircraft is located and  installed by the
installation crew.

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


                                       6
<PAGE>



Item 3.  LEGAL PROCEEDINGS

None.



Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders through the solicitation
of proxies or otherwise during the fourth quarter of fiscal year 2000.



                                     PART II

Item 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY
         HOLDER MATTERS

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

Market Information For The Common Stock

Antenna  Products,  Inc.'s common stock is traded on the Nasdaq  Smallcap Market
and is quoted under the symbol "ANTP".

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

                                            BID
Quarter Ended                       High             Low
August 1998                         2                1
November 1998                       1 3/8            15/16
February 1999                       4 11/32          1 1/8
May 1999                            2 3/16           1 7/16

August 1999                         1 17/32          1 1/4
November 1999                       3 5/16           1
February 2000                       6 1/4            1 15/16
May 2000                            4                2 5/16

Holders

At August  10,  2000 there were  approximately  982  holders of record of common
stock.






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<PAGE>

Dividends

Antenna  Products,  Inc. 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

On March 6, 2000 stock  options  for 12,500  shares  were  exercised  by William
Poulin,  past  President  of Antenna  Products,  Inc.,  for a purchase  price of
$25,000.  Antenna Products, Inc. relied on section 4(2) of the Securities Act of
1933 as its exemption from registration.

In accordance  with the asset purchase  agreement  between BAE SYSTEMS  Advanced
Systems and Antenna Products, Inc., dated May 1, 2000, 172,800 shares of Antenna
Products,  Inc.  unregistered  common stock were issued to BAE SYSTEMS  Advanced
Systems and its designees. The shares were valued at $513,043.
Antenna  Products,  Inc. relied on section 4(2) of the Securities Act of 1933 as
its exemption from registration.

Item 6.  SELECTED FINANCIAL DATA

The following table presents selected  financial data of Antenna Products,  Inc.
This historical data should be read in conjunction with  Consolidated  Financial
Statements and the Related Notes thereto in Item 8.

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

                                       2000             1999
                                       ----             ----
Net Sales                           $7,861,707   $    7,786,911
Income (loss) from continuing
 Operations                           ($84,769)  $      234,369
Income per share from
 continuing operations              ($     .04)  $          .13
Total Assets                        $9,762,254       $6,869,002
Long Term Debt                      $3,124,387       $1,646,900
Dividends                           $     0.00   $         0.00


Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

Results of Operation

Antenna Products, Inc.'s on-going operation is that of its subsidiaries, Antenna
Products  Corporation,  API  Acquisition  Corp.  and Thirco,  Inc. as previously
discussed in Item 1. The management discussion presented in this item relates to
the operations of subsidiary units and the associated Consolidated Financials as
presented in Item 8.

Year ended May 31, 2000 ("2000") Compared with Year Ended May 31, 1999 ("1999")




                                       8
<PAGE>

Antenna  Products  Corporation  experienced  lower sales in the first and second
quarter of fiscal year 2000, resulting in overall sales of $6.3 million in 2000.
This is $1.5 million or 19% less than the $7.8 million in sales in 1999.  Orders
were up in both military and commercial  markets from a total of $6.6 million in
1999 to $7.3 million in 2000.  This resulted in an ending backlog of firm orders
at  year-end  of $3.9  million,  up 18% from the prior year end  backlog of $3.3
million.

The gross  profit  margin for fiscal year 2000 was 26%  compared to 24% in 1999.
Sales and administrative  expenses as a ratio to sales were 22% of sales in 2000
compared to 17% in 1999.  Antenna  Products  Corporation's  operating margin for
2000 was 5.1% compared to 7.1% in 1999.  Warranty  charges of $84,590 were lower
than  last  year's  rate of  $108,738,  and  averaged  less  than  2% of  sales.
Discretionary  products development  spending was $205,218,  or 3.3% of sales in
2000. This was a decrease from $263,227 or 3.4% of sales in 1999.

Interest  expense for Antenna  Products  Corporation  decreased from $246,120 in
1999 to $225,402 in 2000. The Subsidiary experienced a pre-tax profit of $79,303
in 2000  compared  to a pre-tax  profit of $307,691  in 1999.  Antenna  Products
Corporation is expected to continue to be profitable in 2001.

The improved  backlog and increased  demand for commercial ILS equipment and the
new  commercial  panel and sector  antennas  will have a positive  affect on the
sales  performance in the first quarter of fiscal year 2001. Sales for the first
quarter of fiscal year 2001 are  currently  estimated to be  approximately  $2.1
million.

API Acquisition  Corp. was formed on January 24,2000 and began doing business as
The Upholstery Shop on January 27, 2000. API  Acquisition  Corp.'s sales for the
period  January 27, 2000 through May 31, 2000 were $1.6 million.  Demand for the
services provided by API Acquisition  Corp.  increased during the fourth quarter
and this  resulted  in an ending  backlog  of firm  orders at  year-end  of $2.1
million.  The gross profit margin for the  four-month  period was 13%. Sales and
administrative expenses as a ratio to sales were 13.1%. Interest expense for API
Acquisition Corp.  totaled $57,169 in 2000. API Acquisition Corp.  experienced a
pre-tax  loss of $ 64,547 in 2000.  API  Acquisition  Corp.  is  expected  to be
profitable  in 2001.  Sales  for the  first  quarter  of  fiscal  year  2001 are
currently estimated to be approximately $1.3 million.

Antenna Products, Inc. consolidated sales from operations were $7.9 million with
a loss from  operations  before taxes of $99,787 in 2000.  This compares to $7.8
million in consolidated  sales with an income from continuing  operations before
taxes of $358,770 in 1999.  The net loss for 2000 was $84,769  compared to a net
income of $234,369 in 1999. Antenna Products,  Inc.'s loss was the result of the
thin margins on lower sales at Antenna Products Corporation plus the increase in
administrative  expenses for legal and  professional  fees  incurred  during the
acquisition  of The  Upholstery  Shop in January  and the asset  purchase of the
Phazar(TM)  product  line in May.  Antenna  Products,  Inc.  is  expected  to be
profitable in 2001.

Liquidity and Capital Resources
-------------------------------
Funds  generated  from  company  operations  are the major  internal  sources of
liquidity  and  are   supplemented  by  funds  derived  from  capital   markets,


                                       9
<PAGE>

principally bank facilities.  The Antenna Products,  Inc. $3.0 million revolving
demand line of credit is guaranteed by a principal shareholder.  The credit line
is regulated under a borrowing  base  formula  using  inventories  and  accounts
receivable as  collateral.  The interest rate is  established  as one percentage
point over Wall Street prime and is subject to a loan agreement with restrictive
covenants.  The most restrictive  financial  covenant  requires Antenna Products
Corporation  to maintain  $1.5 million in tangible net worth and $1.0 million of
working capital. At May 31, 2000 Antenna Products Corporation had a tangible net
worth of $2.2 million and working capital of $2.4 million. As of August 10, 2000
Antenna Products Corporation and API Acquisition Corp. had drawn $1.1 million of
the $3.0  million  line of  credit  with  $1.3  million  of the  borrowing  base
available  and unused.  The  revolving  credit line  agreement  is  renewable in
September 2000. Antenna Products,  Inc.  anticipates renewal of this credit line
and has  projected  that  the  credit  available  is  sufficient  to  cover  the
operational requirements of the subsidiaries in 2001.

Net cash flow from  operations  was a positive  $204,298  in 2000  compared to a
positive $135,367 in 1999.  Inventory  increased  $188,186 in 2000 compared to a
decrease of $57,298 in 1999. Accounts payable and accrued liabilities  increased
$280,080 and accounts  receivable  increased  $261,737 in 2000. In 1999 accounts
payable and accrued  liabilities  decreased  $460,903  and  accounts  receivable
decreased $53,303.  Cash flow from financing activities in 2000 was $1.9 million
compared to net cash used of $38,838 in 1999.  Cash and cash  equivalents at the
end of 2000 were  $337,348,  an increase  from  $270,175 at the end of the prior
year.

Antenna  Products  Corporation  has a  long-term  bank  note  for  $1.2  million
collateralized  by the Antenna  Products  plant,  property,  and equipment.  The
current balance is $854 thousand with payments amortized over 20 years ending in
2011.  The interest is variable at one half point over prime  interest rate with
the note supported by an FmHA guarantee under the federal  guidelines of a rural
business industry loan. The note is guaranteed by a principal shareholder.

API Acquisition Corp. has a note payable to a bank for $1.75 million, payable in
installments  of $28,724 per month until the maturity  date of January 26, 2007,
when remaining balance is due, including interest at the prime rate plus 1%. The
current balance of the note is $1.69 million.  The note is collateralized by API
Acquisition  Corp.  equipment  and  guaranteed  by Antenna  Products,  Inc.  and
otherwise secured by a pledge of assets of Antenna Products, Inc. subsidiaries.

API Acquisition Corp. has a note payable to a credit  institution for $17,931 at
May 31, 2000,  payable in installments of $495 per month until the maturity date
of February 11,  2004,  including  interest at 10.75%.  The note is secured by a
utility vehicle.

Antenna  Products  Corporation  also  has an  $800,000  subordinated  note  to a
principal shareholder on which it pays interest only at the prime interest rate.
The commencement of principal  payments on the  subordinated  note is prohibited
under the terms of the bank note until the bank debt is paid in full.

Antenna  Products,  Inc.  does not  expect  any  changes  in  payments  or other
provisions of the loan agreements now in place.




                                       10
<PAGE>

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

PHAZAR CORP consolidated  financial statements for the fiscal year ended May 31,
2000


                                 C O N T E N T S



CONSOLIDATED FINANCIAL STATEMENTS

     Consolidated Balance Sheets...........................................12

     Consolidated Statements of Operations.................................14

     Consolidated Statements of Shareholders' Equity.......................15

     Consolidated Statements of Cash Flows.................................16

     Notes to Consolidated Financial Statements............................18



































                                       11
<PAGE>
                     ANTENNA PRODUCTS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                              MAY 31, 2000 AND 1999

                                                   2000           1999
                                 ASSETS       -------------  --------------
CURRENT ASSETS
  Cash and cash equivalents                   $    337,348   $     270,175
  Accounts receivable:
  Trade, net of allowances for doubtful
    accounts of $7,021 in 2000 and 1999          1,342,733       1,077,917
  United States Government                         207,281         210,360
  Inventories                                    2,826,358       2,638,172
  Costs and estimated earnings in excess
    of billings on refurbishing contracts
    in progress                                    293,161               -
  Prepaid expenses and other assets                 55,872          33,368
  Income taxes receivable                           30,000         186,212
  Deferred income taxes
                                                    69,528          65,880
                                              ------------   -------------
           Total current assets                  5,162,281       4,482,084

  Property and equipment, net                    2,435,624       2,386,918

  Intangible assets                              2,164,349               -
                                              ------------   -------------
                                              $  9,762,254   $   6,869,002
                                              ============   =============
                  LIABILITIES AND SHAREHOLDERS' EQUITY
 CURRENT LIABILITIES
  Notes payable                               $  1,365,000   $   1,300,000
  Current portion of long-term debt
                                                   238,588          48,535
  Accounts payable
                                                   468,586         247,407
  Accrued expenses
                                                   382,390         323,489
  Billings in excess of costs and
    estimated earnings on refurbishing
    contracts in progress                          320,689               -
                                              ------------   -------------
           Total current liabilities             2,775,253       1,919,431

  Long-term debt                                 2,324,387         846,900
  Note payable to shareholder
                                                   800,000         800,000
  Deferred income taxes
                                                   287,338         328,169
                                              ------------   -------------
                                                 3,411,725       1,975,069
                                              ------------   -------------
           Total liabilities                     6,186,978       3,894,500

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

                                       12
<PAGE>




COMMITMENTS AND CONTINGENCIES (Note 12)
                                                         -               -

MINORITY INTEREST IN SUBSIDIARY
                                                         -               -
SHAREHOLDERS' EQUITY
  Commonstock, $0.01 par, 8,000,000 shares
   authorized,  2,135,728 shares and
   1,862,928 shares issued and outstanding
   in 2000 and 1999, respectively                   21,358          18,630
  Additional paid-in capital                     2,678,766       1,995,951
  Retained earnings                                875,152         959,921
                                              ------------   -------------
           Total shareholders' equity            3,575,276       2,974,502
                                              ------------   -------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY    $  9,762,254   $   6,869,002
                                              ============   =============


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
































                                       13

<PAGE>

                     ANTENNA PRODUCTS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                        YEARS ENDED MAY 31, 2000 AND 1999



                                               2000          1999
                                           ------------- -------------

Sales and contract revenues                $  7,861,707  $   7,786,911
Cost of sales and contracts                   6,001,637      5,896,240
                                           ------------  -------------
   Gross profit                               1,860,070      1,890,671

Sales and administrative expenses             1,695,521      1,311,583
                                           ------------  -------------
   Operating profit                             164,549        579,088

Other income (expense)
  Interest expense                             (282,571)      (246,120)
  Interest income                                   235          4,560
  Other                                          18,000         21,242
                                           ------------  -------------
   Total other income (expense)                (264,336)      (220,318)
                                           ------------  -------------
Income (loss) from operations before
   income taxes and minority interest           (99,787)       358,770

Income tax provision (benefit)                  (14,818)       124,401
                                           ------------  -------------

    Income (loss) before minority interest      (84,969)       234,369
    Minority interest in subsidiary's loss          200              -
                                           ------------  -------------
Net income (loss)                          $    (84,769) $     234,369
                                           ============  =============
Earnings (loss) per common share                  (0.04)          0.13
                                           ============  =============

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















                                       14
<PAGE>

                     ANTENNA PRODUCTS, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                        YEARS ENDED MAY 31, 2000 AND 1999

                               Common Stock
                           ------------------- Additional
                             Number             Paid In   Retained
                           of Shares  Amount    Capital   Earnings     Total
                           --------- --------- ---------- --------- ----------
BALANCE, MAY 31, 1998,
  as previously reported   1,812,928 $  18,130 $1,921,451 $593,259  $2,532,840

  Prior period adjustment          -         -          -  132,293     132,293
                           --------- --------- ---------- --------  ----------
BALANCE, MAY 31, 1998,
  as restated              1,812,928    18,130  1,921,451  725,552   2,665,133

  Issuance of common stock    50,000       500     74,500        -      75,000

  Net income                       -         -          -  234,369     234,369
                           --------- --------- ---------- --------  ----------
BALANCE, MAY 31, 1999,
  as restated              1,862,928    18,630  1,995,951  959,921   2,974,502

  Issuance of common stock   272,800     2,728    682,815        -     685,543

  Net loss                         -         -          -  (84,769)    (84,769)
                           --------- --------- ---------- --------  ----------
BALANCE, MAY 31, 2000      2,135,728 $  21,358 $2,678,766 $875,152  $3,575,276
                           ========= ========= ========== ========  ==========



















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





                                       15

<PAGE>

                     ANTENNA PRODUCTS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        YEARS ENDED MAY 31, 2000 AND 1999

                                                       2000         1999
                                                   ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                $   (84,769) $   234,369

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

   Depreciation                                        297,840      298,187
   Amortization                                         44,313            -
   Loss on disposal of assets                                -        2,850
   Deferred federal income tax                         (14,818)     145,022
   Changes in assets and liabilities:
   Accounts receivable                                (261,737)      53,303
   Costs and estimated earnings in excess of
     billings on refurbishing contracts in progress   (293,161)           -
   Inventory                                          (188,186)      57,298
   Prepaid expenses                                    (22,504)     (24,139)
   Income taxes receivable                             126,551     (170,620)
   Accounts payable                                    221,179     (189,097)
   Accrued expenses                                     58,901     (271,806)
   Billings in excess of costs and estimated
     earnings on refurbishing contracts in progress    320,689            -
                                                   -----------  -----------
     Net cash provided by operating activities         204,298      135,367
                                                   -----------  -----------
CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from disposal of assets                           -        1,252
  Purchase of property and equipment                  (198,096)     (48,647)
  Purchase of intangible assets                     (1,844,069)           -
                                                   -----------  -----------
     Net cash used in investing activities          (2,042,165)     (47,395)














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



                                       16
<PAGE>

                     ANTENNA PRODUCTS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        YEARS ENDED MAY 31, 2000 AND 1999


                                                       2000         1999
                                                   ------------ ------------
CASH FLOWS FROM FINANCING ACTIVIITES
  Net borrowings under bank lines of credit             65,000            -
  Proceeds on borrowings of long-term debt           1,750,000            -
  Principal payments on long-term debt                 (82,460)     (38,838)
  Issuance of common stock                             172,500            -
                                                   -----------  -----------
     Net cash (used in)
         provided by financing activities            1,905,040      (38,838)
                                                   -----------  -----------
     Net increase in cash and cash equivalents          67,173       49,134

CASH AND CASH EQUIVALENTS, beginning of year           270,175      221,041
                                                   -----------  -----------
CASH AND CASH EQUIVALENTS, end of year             $   337,348  $   270,175
                                                   ===========  ===========
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION
  Cash paid during the period for:

   Interest (none capitalized)                     $   282,751  $   246,120
                                                   ===========  ===========
   Income taxes                                    $         -  $   150,000
                                                   ===========  ===========
SCHEDULE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES
  Issuance of common stock in exchange
   for equipment and intangible assets             $   513,043  $         -
                                                   ===========  ===========

  Issuance of common stock in settlement
   of lawsuit                                      $         -  $    75,000
                                                   ===========  ===========




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











                                       17

<PAGE>
NOTE 1. BUSINESS AND NATURE OF OPERATIONS

     Antenna Products,  Inc. operates as a holding company with Antenna Products
     Corporation  and Thirco,  Inc. as its  wholly-owned  subsidiaries,  and API
     Acquisition Corp., an 80% owned subsidiary. Antenna Products Corporation is
     an operating  subsidiary  that designs,  manufactures  and markets  antenna
     systems,  towers,  and  communication  accessories  worldwide.  The  U.  S.
     government,  military and civil agencies,  and prime contractors  represent
     Antenna  Products'  principal  customers.  Thirco  serves  as an  equipment
     leasing company to Antenna Products Corporation.  API Acquisition Corp. was
     formed  during  the year ended May 31,  2000,  and its  operations  consist
     primarily of  contracting  to  refurbish  the  interiors  of corporate  and
     private jets.  The length of the contracts vary but are typically less than
     one year.  The  Company's  operations  are performed in Texas for customers
     throughout the country.

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

                                                  2000                1999
                                                  ----                ----
         Federal Government                       18%                  18%
         AIRSYS ATM, Inc.                         14%                  21%
         Computing Devices Canada                  9%
         Raytheon                                                      14%

     At May 31, 2000 and 1999,  trade  receivables  from two and three customers
     comprised approximately 51% and 47%, respectively,  of the trade receivable
     balance at those dates.

NOTE 2. BUSINESS SEGMENTS

     The  Company's  operations  are  classified  into  two  principal  business
     segments based upon the nature of products and services.

         Antennas        Design, manufacture and marketing of  antenna  systems,
                         towers, and communications accessories worldwide

         Refurbishing    Contracting to refurbish the interiors of corporate and
                         private jets

     Following  is a summary of  segmented  information  for 2000  (because  the
     refurbishing  operations  were not  acquired  until the year  ended May 31,
     2000, no segment information is presented for the year ended May 31, 1999):

                                             Antennas   Refurbishing    Total
                                            ----------- ------------ -----------
         Revenues from external customers   $6,304,222  $1,557,495   $7,861,707
         Foreign sales                         981,505           -      981,505
         Interest revenue                          235           -          235
         Interest expense                      225,402      57,169      282,571
         Depreciation and amortization         287,045      55,108      342,153
         Income tax provision (benefit)          7,128     (21,946)     (14,818)
         Segment profit (loss)                 159,236     (64,546)      94,690
         Segment assets                      7,248,316   2,409,689    9,658,005
         Expenditures for segment assets       148,450   2,042,165    2,555,208

                                       18
<PAGE>

NOTE 2. BUSINESS SEGMENTS - continued

         RECONCILIATIONS:
           REVENUES
             Total revenues for reportable
              segments                                                7,861,707
             Other revenue                                                    -
                                                                     ----------
             Total consolidated revenues                             $7,861,707
                                                                     ==========
         PROFIT OR LOSS
                  Total profit for reportable segments               $   94,690
                  Other loss                                           (194,477)
                                                                     ----------
                  Loss before income taxes                           $  (99,787)
                                                                     ==========

           ASSETS
                  Total assets for reportable segments               $9,658,005
                  Other assets                                          104,249
                                                                     ----------
                  Consolidated total                                 $9,762,254
                                                                     ==========

     Adjustments to reconcile total segment to total consolidated  profit (loss)
     before taxes and total assets is  attributable  to corporate  headquarters,
     which is not  included  in  segment  information.  Corporate  headquarters'
     activity is recorded on Antenna  Products,  Inc. and consists  primarily of
     non-allocated general and administrative overhead costs and cash in bank.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        Principles of Consolidation

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

        Sales and Contract Revenues and Related Costs - Antennas

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


                                       19

<PAGE>

NOTE 3. SIGNIFICANT ACCOUNTING POLICIES - continued

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

         Revenue from short-term  contracts  calling for delivery of products is
         recognized  as the product is shipped.  Revenue and costs under certain
         long-term fixed price contracts with  governments are recognized on the
         units of delivery method.

         This method  recognizes  as revenue the contract  price of units of the
         product  delivered during each period and as the cost of earned revenue
         the  costs  allocable  to  the  delivered  units;  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.

        Accounting Basis for Revenue Recognition - Refurbishing

         Revenue  on  contracts  is  recognized  on the  basis of the  Company's
         estimates of the percentage of completion of individual contracts. That
         portion of the total  contract  price that is  recognized as revenue is
         based upon net contract costs incurred as a percentage of net estimated
         costs. That method is used because  management  considers total cost to
         be the best available measure of progress on the contracts.

         Contract  costs  include all direct  material and labor costs and those
         indirect costs related to contract performance, such as indirect labor,
         supplies,  tools,  and repairs.  General and  administrative  costs are
         charged to expense as  incurred.  Provisions  for  estimated  losses on
         contracts  in progress  are made in the period in which such losses are
         determined.  Changes in job performance,  job conditions, and estimated
         profitability  may result in revisions  to costs and income,  which are


                                       20
<PAGE>

NOTE 3. SIGNIFICANT ACCOUNTING POLICIES - continued

         recognized in the period in which the revisions are determined. Changes
         in estimated job  profitability  resulting  from job  performance,  job
         conditions,  contract penalty  provisions,  claims,  change orders, and
         settlements,  are  accounted for as changes in estimates in the current
         period.

        Inventories

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

        Property and Equipment

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

        Use of Estimates and Assumptions

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

        Income Taxes

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

        Research and Development Costs

         Research and development  costs are charged to operations when incurred
         and are included in  operating  expenses.  The amounts  charged for the
         years  ended  May  31,  2000  and  1999  were  $205,218  and  $263,339,
         respectively.





                                       21
<PAGE>

NOTE 3. 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  maturities  of three
         months or less.

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

         Earnings per share are computed by dividing  net income  available  for
         common  stock  by  the  weighted   average   number  of  common  shares
         outstanding  during the year.  Weighted average shares outstanding were
         1,919,620  and  1,852,650  for the years  ended May 31,  2000 and 1999,
         respectively.  No dilutive  securities  exist in the company's  capital
         structure.

NOTE 4. REFURBISHING CONTRACTS RECEIVABLE

     Included in accounts receivable at May 31, 2000, are refurbishing contracts
     receivable of $50,599, which consists entirely of completed contracts.

NOTE 5. REFURBISHING CONTRACTS IN PROGRESS

     Information  with respect to refurbishing  contracts in progress at May 31,
     2000 follows:

           Cost incurred on contracts in progress             $   754,663
           Estimated earnings thereon                             282,586
                                                              -----------
                                                                1,037,249
           Less billings applicable thereto                    (1,064,777)
                                                              -----------
                                                              $   (27,528)
                                                              ===========

     These  amounts are  included in the  accompanying  balance  sheet under the
     following captions:

           Costs and estimated earnings in excess
             of billings on contracts in progress             $   293,161

           Billings in excess of costs and estimated
             earnings on contracts in progress                   (320,689)
                                                              -----------
                                                              $   (27,528)
                                                              ===========








                                       22

<PAGE>

NOTE 6. INVENTORIES

     The major components of inventories are as follows:
                                          2000           1999
                                      -----------     -----------
         Raw materials                $   399,796     $   646,355
         Work in process                1,730,276       1,523,201
         Finished goods                   696,286         468,616
                                      -----------     -----------
                                      $ 2,826,358     $ 2,638,172
                                      ===========     ===========

     Certain allocable overhead costs such as depreciation,  insurance, property
     taxes and  utilities  are  included  in  inventory  based upon  percentages
     developed by the Company.  The aggregate  amount of these costs included in
     inventory  during the years ended May 31, 2000 and 1999 were  $988,405  and
     $952,301, respectively.

NOTE 7. PROPERTY AND EQUIPMENT

     The following is a summary of the Company's property and equipment:
                                        Estimated
                                       Useful Life      2000         1999
                                       -----------  ------------ -------------
         Land                                       $   375,136  $   375,136
         Buildings and improvements    15-30 years    1,873,217    1,873,216
         Machinery and equipment        10 years      3,226,999    2,934,342
         Automobiles and trucks          3 years        151,217       97,328
         Office furniture and fixtures  10 years        586,788      586,788
                                                    -----------  -----------
                                                      6,213,357    5,866,810
         Less accumulated depreciation                3,777,733    3,479,892
                                                    -----------  -----------
         Net property and equipment                 $ 2,435,624  $ 2,386,918
                                                    ===========  ===========

NOTE 8. INTANGIBLE ASSETS

     Included in intangible assets at May 31, 2000 is the following:

         Goodwill                                                 $1,769,069
         Patents, copyrights and other
           intellectual property                                     364,593
         Non-compete agreement                                        75,000
                                                                  ----------
                                                                   2,208,662
         Accumulated amortization                                    (44,313)
                                                                  ----------
                                                                  $2,164,349
                                                                  ==========

     The goodwill is being amortized on the  straight-line  basis over a fifteen
     year period. The patents,  copyrights and other  intellectual  property and
     the non-compete  agreement are being amortized on the  straight-line  basis
     over a five year period.

                                       23
<PAGE>

NOTE 9. NOTES PAYABLE

     At May 31, 2000 and 1999, notes payable consist of a revolving note payable
     to a bank, with a maximum amount not to exceed the lesser of $3,000,000 and
     $2,000,000,  respectively,  or a calculated  borrowing base determined by a
     formula  based  upon  the  amount  of  certain  qualified  receivables  and
     inventories as defined in the loan agreement.

     Interest  is  payable  monthly at the prime rate (9.5% and 7.75% at May 31,
     2000 and 1999,  respectively)  plus 1% until  September 30, 2000,  when any
     unpaid principal and interest shall be due.  Borrowings under the revolving
     note payable are collateralized by accounts  receivable and inventories and
     are guaranteed by a principal shareholder. Under the agreement, the Company
     must  maintain  minimum  net worth of  $1,500,000  and  working  capital of
     $1,000,000.

     At  May  31,  2000  and  1999,  note  payable  to  shareholder  consist  of
     subordinated note to a principal shareholder of the company. In the initial
     years,  only interest at the prime rate (9.5% and 7.75% at May 31, 2000 and
     1999,  respectively) is payable,  with monthly principal payments scheduled
     to begin in June  2002,  and  maturing  in May 2007.  Interest  charged  to
     operations  under the note was  $67,835 and $64,345 for the years ended May
     31, 2000 and 1999, respectively.

NOTE 10. LONG-TERM DEBT

     At May 31, 2000 and 1999, long-term debt consists of the following:

                                                       2000             1999
                                                   -----------     ------------

         Mortgage note to a bank,  guaranteed
         80%  by a  U.S.  government  agency,
         payable $10,050 per month, including
         interest at the prime rate (9.5% and
         7.75%  at May  31,  2000  and  1999,
         respectively)       plus       1/2%;
         collateralized   by   certain   real
         estate,  fixtures and  assignment of
         life   insurance   policy   with   a
         principal  shareholder.  The note is
         also   guaranteed   by  a  principal
         shareholder   and  the   Company  is
         required   to    maintain    certain
         covenants  including  $1,000,000  in
         working   capital  and  a  ratio  of
         maximum  debt to net  worth of seven
         to one.                                    $  853,586       $  895,435


         Note payable to a bank, payable in
         installments of $28,724 per month
         until maturity date of January 26,


                                       24
<PAGE>

NOTE 10. LONG-TERM DEBT - continued

         2007, when remaining balance is due,
         including interest at the prime rate
         (9.50% at May 31, 2000) plus 1%,
         secured by property and equipment.
         The note is also guaranteed by a
         principal shareholder.                      1,691,458                0

         Loan to credit institution, due on
         February 11, 2004, payable monthly
         installments of $495, including
         interest at 10.75%, secured by a
         utility vehicle.                               17,931                0

         Less current portion of long-term debt        238,588           48,535
                                                    ----------       ----------
                                                    $2,324,387       $  846,900
                                                    ==========       ==========

     Maturities of long-term  debt for each of the five years  subsequent to May
     31, 2000 are as follows (including $160,000 per year beginning in June 2002
     for the shareholder  note,  although it is subordinated to the note payable
     to a bank):

         2001                                              $   238,588
         2002                                                  262,557
         2003                                                  448,938
         2004                                                  475,964
         2005                                                  503,457
         Thereafter                                          1,433,471
                                                           -----------
                                                           $ 3,362,975
                                                           ===========

NOTE 11. INCOME TAXES

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

                                                       2000             1999
                                                   -----------     ------------
         Income taxes (benefit) at statutory rate
              on income before income taxes        $  (33,928)     $   121,982
         Non-deductible expenses and other             19,110            2,419
                                                   ----------      -----------
         Total provision                           $  (14,818)     $   124,401
                                                   ==========      ===========

           Deferred portion (benefit) of provision $  (14,818)     $   145,022

         Current portion (benefit)                          -          (20,621)
                                                   ----------      -----------
         Total provision (benefit)                 $  (14,818)     $   124,401
                                                   ==========      ===========


                                       25
<PAGE>

NOTE 11. INCOME TAXES - continued

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

                                                       2000             1999
                                                   -----------     ------------
         Deferred tax assets:
              Accounts receivable due to
              allowance for doubtful accounts      $    2,387      $     2,387

              Inventories, due to estimated
              losses on contracts                      17,000           17,000

              Inventories, due to additional
              costs inventoried for tax
              purposes pursuant to the Tax
              Reform Act of 1986                            -           10,367

              Accrued expenses, due to warranty
              accrual                                  25,500           17,000

              Accrued expenses, due to vacation
              accrual                                  20,780           19,126

              Net operating loss carryforward           3,861                -
                                                   -----------     ------------

                  Total deferred tax assets            69,528           65,880

         Deferred tax liabilities:
              Intangible assets, due to
               difference in amortization          $      444      $         -
              Property and equipment,
               principally due to difference
               in depreciation                       (287,782)        (328,169)
                                                   -----------     ------------
                  Net deferred tax liability       $ (287,338)     $  (328,169)
                                                   ===========     ============


NOTE 12. COMMITMENTS AND CONTINGENCIES

     The  Company  has adopted an employee  profit  sharing  plan under  Section
     401(k) of the Internal  Revenue Code.  All employees  with a minimum of one
     year of  employment  are  eligible to  participate.  The Company will match
     employee  contributions for an amount up to 3% of each employee's salary if
     certain earnings  requirements are met.  Contributions  are invested at the
     direction of the employee in one or more funds.

     Company   contributions   vest  after  three  years  of  service.   Company
     contributions amounted to $-0- and $22,013 for the years ended May 31, 2000
     and 1999, respectively.


                                       26
<PAGE>

NOTE 12. COMMITMENTS AND CONTINGENCIES - continued

     During the year ended May 31,  1999,  the Company  settled a lawsuit with a
     customer.  The settlement resulted in the Company being required to pay the
     customer an  aggregate  of $382,000  in cash  ($297,000  in August 1999 and
     $85,000 in November  1999) and 50,000 shares of the Company's  common stock
     valued at $75,000 (issued in August 98). The settlement amount was recorded
     by the Company in accrued expenses as of May 31, 1999.

         Concentration of Credit Risk

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

              The Company  sells many of its  products  to the U.S.  Government,
              both military and civil agencies, and prime contractors.  Although
              the Company  might be directly  affected by the  well-being of the
              defense industry,  management does not believe  significant credit
              risk exists at May 31, 2000.

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

         Fair Value of Financial Instruments

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

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

         Operating Leases

              API  Acquisition  Corp.  leases  office space from an employee and
              minority  interest  shareholder.  Future minimum lease obligations
              under the lease agreement are as follows:

                  2001                                 $   60,748
                                                       ==========

              The  agreement  contains  two  options  to  extend  the  lease for
              additional terms of one year each at an increased base rent.


                                       27
<PAGE>

NOTE 13. STOCK OPTIONS

     In October  1999,  the Board of  Directors  approved two stock option plans
     which  provided the option to purchase  40,000  shares and 60,000 shares at
     $1.3125 and $2.00,  respectively,  to an officer of the Company.  The plans
     had  expiration  dates of October 25, 1999 and the earlier of the officer's
     last day of employment or May 31, 2001, respectively. The officer exercised
     all of the options and was issued 100,000 shares of common stock during the
     year ended May 31,  2000.  The  Company  applies APB opinion 25 and related
     Interpretations  in accounting for its plan.  Accordingly,  no compensation
     has been recognized in operations as of May 31, 2000. Had compensation cost
     for the Company's  stock-based  compensation  been determined based on fair
     value at the  grant  date for  awards  under the plan  consistent  with the
     method of FASB  Statement  123,  the Company  would have  recognized  total
     compensation of $7,000 under the stock based employee  compensation  awards
     during the year ended May 31, 2000.

     Additionally, in March 1999, the Board of Directors approved a stock option
     plan which  provided  the option to purchase  60,000  shares at $2 over a 2
     year period to an officer of the  Company.  Had  compensation  cost for the
     Company's  stock-based  compensation been determined based on fair value at
     the grant date for awards under the plan consistent with the method of FASB
     Statement  123, the Company would have  recognized  total  compensation  of
     $42,000 under the stock based employee  compensation  award during the year
     ended May 31, 1999.

     The  Company's  net income and  earnings  per share as of May 31,  2000 and
     1999, would have been reduced to the pro forma amounts indicated below:

                                                      2000          1999
                                                 -------------- ------------

         Net income (loss)         As reported    $   (84,769)    $234,369
                                   Pro forma      $   (89,455)    $206,623

         Primary earnings (loss)
           per share               As reported          (0.04)        0.13
                                   Pro forma            (0.05)        0.11

     The compensation cost was estimated using the Black-Scholes  model with the
     following  assumptions for 2000:  $1.19 stock price at grant date; lives of
     13 and 125 days; expected volatility of 98 percent;  and risk free interest
     rates of 4.45 and 4.84 percent.  The  assumptions  used under the 1999 plan
     were as follows: $1.75 stock price at grant date; expected life of 2 years;
     expected  volatility  of 76  percent;  and risk free  interest  rate of 5.6
     percent.

     A summary of the status of the  Company's  stock option plans as of May 31,
     2000 and 1999 and changes for the years then ended are as follows:







                                       28
<PAGE>

NOTE 13. STOCK OPTIONS - continued

                                                         Weighted
                                                         Average
                                                         Exercise
                                             Shares       Price
                                           ---------    ---------
         Outstanding at May 31, 1998              -      $      -
                  Granted                    60,000          2.00
                  Exercised                       -             -
                  Forfeited                       -             -
                                           --------      --------
         Outstanding at May 31, 1999         60,000          2.00
                  Granted                   100,000          1.73
                  Exercised                 100,000          1.73
                  Forfeited                       -             -
                                           --------      --------
         Outstanding at May 31, 2000         60,000      $   2.00
                                           ========      ========

                                             2000          1999
                                           --------      --------
         Exercisable at May 31               60,000        60,000
                                           ========      ========

         Weighted average fair value
              of options granted during
              the year                     $    .07      $    .70
                                           ========      ========

         Weighted averaged remaining
              contractual life (in years)
              2000, 1999 plans
              respectively                       .8           1.8
                                           =========    =========


NOTE 14. ACQUISITIONS

     On  January  27,  2000,  API  Acquisition  Corp.  purchased  the assets and
     business of The Upholstery Shop, Inc. for $2,000,000.  The Upholstery Shop,
     Inc.  provides  complete  refurbishment  for a full range of corporate  and
     executive  aircraft  interior.  The  acquisition  was  recorded  using  the
     purchase method of accounting.  The results of operations of The Upholstery
     Shop,  Inc.  from January 27, 2000 through May 31, 2000 are included in the
     Company's consolidated statement of income.

     On May 1, 2000,  the Company  acquired the Phazar  Antenna  Business  Unit,
     which  included  inventory,   equipment,   patents,  copyrights  and  other
     intellectual  property,  from BAE Systems  Aerospace  Inc. in exchange  for
     $360,000 and 172,800  shares of common  stock,  the fair value of which was
     $513,043 on that date.




                                       29
<PAGE>

NOTE 15. PRIOR PERIOD ADJUSTMENTS

Subsequent to issuance of the 1999 financial statements, an error was discovered
in the tax basis of property and  equipment  used to calculate  deferred  income
taxes in prior years. Accordingly,  an adjustment was recorded in 2000 to reduce
the deferred tax liability and increase retained earnings at May 31, 1998. There
was no effect on earnings for the years ended May 31, 2000 and 1999.



Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

None.
                                    PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

                                                                   Director
Name                 Age  Principal Occupation                     Since
----                 ---  --------------------                     -----
Gary W. Havener      59   President and Chief Executive Officer,
                          Antenna Products, Inc.; Sole Director
                          Antenna Products Corp., API Acquisition
                          Corp., and Thirco, Inc., subsidiaries of
                          Antenna Products, Inc; President, API
                          Acquisition Corp., Thirco, Inc. and
                          Sinan Corp.                              January 1992

Clark D. Wraight     56   Vice President and Secretary, Treasurer,
                          Antenna Products, Inc.; President and
                          General Manager, Antenna Products Corp.;
                          and Vice President, Thirco, Inc.         October 1996


R. Allen Wahl        72   Independent Business
                          Consultant and past President &
                          COO of Valmont Industries                October 1999

James Miles          58   Past Vice President and General Manager,
                          GTE Media Ventures; Past President,
                          Contel of California                     November 1999

James Kenney         59   Executive Vice President and Owner
                          San Jacinto Securities, Inc.             November 1999

Billy J. Perry       57   Manager, Field Operations, Lockheed
                          Martin Aeronautics.

         Mr.  Havener  served as the  President of Antenna  Products,  Inc. from
January 1992 until October 1999.  Mr. Havener served as the President of Antenna
Products  Corporation from January 1996 until April 1999. Mr. Havener  currently
serves  as  President  and  CEO of  Antenna  Products,  Inc.,  President  of API
Acquisition Corp., and President of Thirco, Inc. Mr. Havener also serves as sole


                                       30
<PAGE>

director of Antenna Products Corporation, API Acquisition Corp. and Thirco, Inc.
Since December 1984 Mr.  Havener has served as the President of Sinan Corp.,  an
investment company. Sinan Corp. is not a parent,  subsidiary or affiliate of the
Company.

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

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

         Mr.  Miles  served as past Vice  President  and General  Manager of GTE
Media Ventures,  a cable  television  design and operations  company,  from 1994
until  1999  and  had  served  as   President   of  Contel  of   California,   a
telecommunications  company from 1984 until 1996.  Mr. Miles had been a Director
of Desert Community Bank until 1994.

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

         Mr. Perry has been  employed  with Lockheed  Martin  Aeronautics  since
1965.  Mr.  Perry has been  Manager of Field  Operations  with  Lockheed  Martin
Aeronautics since 1994.

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

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

         Based solely on its review of the copies of such forms  received by it,
or written  representations from certain reporting persons, the Company believes
that,  during the fiscal  year ended May 31,  2000,  all  Section  16(a)  filing
requirements applicable to its officers,  directors and ten-percent shareholders
have been filed.










                                       31
<PAGE>

Item 11.  EXECUTIVE COMPENSATION


Name and Principal Position              Annual Compensation
---------------------------              -------------------
President and CEO
-----------------
                           Fiscal Year                         Other Annual
                           Ended May 31 Salary ($) Bonus ($) Compensation ($)
                           ------------ ---------- --------- ----------------
G.W. Havener               2000         $0         $0         $2,000(1)
                                                             $32,667(2)
5-31-99 thru 10-11-99

William Poulin             2000         $51,923    $0         $2,000(1)
8-12-99 thru 5-31-00                                         $50,000(3)

G.W. Havener               1999         $0         $0         $1,500(1)
                                                             $98,000(4)

G.W. Havener               1998         $0         $0         $1,500(1)
                                                             $98,000(5)

   (1) Antenna Products, Inc. Director's Fee.
   (2) 2000 Antenna Products Corp. Director's Fee - $32,667 paid.
   (3) Antenna Products, Inc. supplemental Director's Fee of $50,000.
   (4) 1999 Antenna Products Corp. Director's Fee - $57,167 paid and $40,833
       accrued.
   (5) 1998 Antenna Products Corp. Director's Fee - $57,167 paid and $40,833
       accrued.

       Accrued amounts are paid in the following year.


                            COMPENSATION OF DIRECTORS

         Compensation for Antenna Products, Inc. Board members is set at $500
for each board meeting attended. A total of $2,000 was paid to Gary Havener,
Clark Wraight, and William Poulin in the fiscal year ended May 31, 2000. William
Poulin also received a supplemental Director's Fee of $50,000 in the fiscal year
ended May 31, 2000. $1,500 was paid to R. Allen Wahl, $1,000 to James Miles and
$500 to James Kenney in the fiscal year ended May 31, 2000.


Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table set forth the beneficial ownership of the Company's
Common Stock as of August 25, 2000, (a) by each director, (b) by the named
executive officers, and (c) by all persons known to the Company to be the
beneficial owners of more that 5% of the Company's Common Stock and (d) all
directors and executive officers as a group.





                                       32
<PAGE>

Name and Address               Shares Owned Directly            Percent of
of Beneficial Owners (1)       and Indirectly                   Class (2)
------------------------       ---------------------            ---------
Gary W. Havener   (3)
Sinan Corp.                    932,136                          43.64%
P.O. Box 121697
Ft. Worth, TX 76121

R. Allen Wahl                  10,000                            0.47%
13 Collinway Place
Dallas, TX 75230

Clark D. Wraight
Antenna Products Corporation   150,710                           7.06%
101 S.E. 25th Ave.
Mineral Wells, TX 76067

BAE Systems Aerospace, Inc.    165,888                           7.77%
Advanced Systems
One Hazeltine Way
Greenlawn, NY 11740

All directors and officers     1,092,846                        51.2%
of Antenna Products, Inc.
As a group (Three Persons)

          (1)     The persons named herein have sole voting and investment power
                  with   respect  to  all  shares  of  Common   Stock  shown  as
                  beneficially owned by them, subject to community property laws
                  where  applicable  and subject to the Texas laws for  personal
                  holding companies, as applicable.

          (2)     Based on total  outstanding  shares of  2,135,728 as of August
                  25, 2000.

          (3)     Sinan  Corp.,  wholly owned by Mr.  Havener and his  children,
                  owns of record 397,390 of these shares  representing 18.61% of
                  the total  outstanding  shares.  Mr.  Havener as  President of
                  Sinan Corp., has sole voting and investment power with respect
                  to all shares of common stock shown as  beneficially  owned by
                  Sinan Corp.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.











                                       33
<PAGE>


                                     PART IV

Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

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

               1. Financial Statements. The following consolidated financial
                  --------------------
                  statements of Antenna Products, Inc. and subsidiaries and
                  independent auditors' reports are presented in Item 8

                  Consolidated Balance Sheets - May 31, 2000 and 1999

                  Consolidated Statements of Operations - Years Ended May 31,
                  2000 and 1999

                  Consolidated Statement of Shareholders' Equity - Years Ended
                  May 31, 2000 and 1999

                  Consolidated Statements of Cash Flows - Years Ended May 31,
                  2000 and 1999

                  Notes To Consolidated Financial Statements

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

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

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

                  3.(i) Registrant's Articles of Incorporation, as amended

                  3.(ii) Registrant's By Laws

                  4.(ii) Loan Agreement Between Antenna Products Corporation and
                         Texas Bank Dated September 30, 1991

                  15. Independent Auditor's Report dated August 2, 2000

                  21. List of All Subsidiaries of the Registrant

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

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

                  32.1 Section 1350 Certification



                                       34
<PAGE>

          (b)  Reports on Form 8-K.

                  On April 12,  2000 the  registrant  filed a Form 8-K/A for the
                  purpose of filing the financial  statements of The  Upholstery
                  Shop,  Inc.  and the pro forma  financial  statements  Antenna
                  Products,   Inc./The   Upholstery  Shop,  Inc.  The  financial
                  statements filed were:

                        (1) Financial Statements of The Upholstery Shop, Inc.
                              Independent  Auditor's report dated March 25, 2000
                              Balance Sheets as of December 31, 1999 and 1998
                              Statements of Income for the Years Ended December
                              31, 1999 and 1998
                              Statements of Stockholders' Equity for the Years
                              Ended December 31,1999 and 1998
                              Statements of Cash Flows for the Year Ended
                              December 31, 1999 and 1998
                              Notes to Financial Statements

                        (2) Pro Forma Financial Statements Antenna Products,
                            Inc./The Upholstery Shop, Inc.
                              Unaudited Pro Forma Condensed Balance Sheets as of
                              November 30, 1999
                              Unaudited Pro Forma Condensed statements of Income
                              for the Six Months Ended November 30, 1999
                              Unaudited Pro Forma Condensed Statements of Income
                              for the Year Ended May 31, 1999

                  On May  11,  2000  the  registrant  filed  a Form  8-K for the
                  purpose of  disclosing  the purchase of the  complete  line of
                  commercial telecommunications antennas known as the Phazar(TM)
                  product line from BAE SYSTEMS  Advanced  Systems.  The product
                  line  was  purchased  on  May  1,  2000  by  Antenna  Products
                  Corporation,  a Texas  Corporation and wholly owned subsidiary
                  of Antenna Products, Inc.

                  On June  6,  2000  the  registrant  filed  a Form  8-K for the
                  purpose of disclosing the May 31, 2000  resignation of William
                  Poulin as a Director of Antenna  Products,  Inc.  and from all
                  offices in Antenna  Products,  Inc and its'  subsidiaries.  On
                  June 1, 2000, the Board of Directors of Antenna Products, Inc.
                  adopted a resolution  electing  Gary W.  Havener  President of
                  Antenna Products, Inc.

Item 15.  Controls and Procedures.

As of May 31, 2000, an evaluation was performed  under the  supervision and with
the participation of the Company's management, including the CEO and CFO, of the
effectiveness of the design and operation of the Company's  disclosure  controls
and procedures.  Based on that evaluation,  the Company's management,  including
the CEO and CFO, concluded that the Company's disclosure controls and procedures
were  effective  as of May 31,  2000.  There  has not  been  any  change  in the
Company's  internal  controls  during the Company's last fiscal quarter that has
materially  affected  or is  reasonably  likely to  materially  affect  internal
controls over financial reporting as of May 31, 2000.

                                       35
<PAGE>



                                   SIGNATURES


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

DATE:  February 20, 2004

                                    PHAZAR CORP


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

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

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

/s/ Clark D. Wraight
---------------------------  Principal Financial Officer      February 20, 2004
Clark D. Wraight             and Principal Accounting Officer
                             and Director

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


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


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












                                       36

<PAGE>



                                  EXHIBIT INDEX


Exhibit 3.(i) -  Registrant's  Articles of  Incorporation,  as amended
                 filed on February 20, 2004.

Exhibit 3.(ii) - Registrant's By Laws, filed on February 20, 2004.

Exhibit 4.(ii) - Loan Agreement  between Antenna Products  Corporation and Texas
                 Bank, dated September 30, 1991, filed on February 20, 2004.


Exhibit 15. -    Independent Auditor's Report dated August 2, 2000.

Exhibit 21. -    A list of all Subsidiaries of the Registrant filed on February
                 20, 2004

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

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

Exhibit 32.1 -   Section 1350 Certification






























                                       37