UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)
              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 23, 2001

                                       OR

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



                           Commission file no. 1-11056

                             ADVANCED PHOTONIX, INC.

                  Incorporated pursuant to the Laws of Delaware



                   IRS Employer Identification No. 33-0325826

                     1240 Avenida Acaso, Camarillo, CA 93012

                                 (805) 987-0146



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

On November 5, 2001, 12,211,648 shares of Class A Common Stock, $.001 par value,
and 31,691 shares of Class B Common Stock, $.001 par value, were outstanding.




                             ADVANCED PHOTONIX, INC.

                                      INDEX


                                                                          PAGE
PART I      FINANCIAL INFORMATION

  Item 1.   Financial Statements (Unaudited)                             3 - 6

            Balance Sheet at September 23, 2001                          3 - 4

            Statements of Operations for the three and six month
            periods ended September 23, 2001 and September 24, 2000        5

            Statements of Cash Flows for the six month periods
            ended September 23, 2001 and September 24, 2000                6

            Notes to Financial Statements                                7 - 8

  Item 2.   Management's Discussion and Analysis                         9 - 11


PART II     OTHER INFORMATION                                             12

            SIGNATURES                                                    13





                                   -2-





                             ADVANCED PHOTONIX, INC.

                                  BALANCE SHEET
                              AT SEPTEMBER 23, 2001
                                   (UNAUDITED)


-----------------------------------------------------------------------------------------
                                                                         
ASSETS
CURRENT ASSETS
Cash and cash equivalents                                                   $ 4,793,000
Accounts receivable, less allowance of $6,000                                 1,123,000
Inventories                                                                   2,231,000
Prepaid expenses and other current assets                                        86,000
                                                                            -------------
             Total Current Assets                                             8,233,000
                                                                            -------------

EQUIPMENT AND LEASEHOLD IMPROVEMENTS, at cost                                 3,575,000
Less accumulated depreciation and amortization                               (2,923,000)
                                                                            -------------
             Total Equipment and Leasehold Improvements                         652,000
                                                                            -------------

OTHER ASSETS
Goodwill, net of accumulated amortization of $336,000                           500,000
Patents, net of accumulated amortization of $39,000                              25,000
Other                                                                            24,000
                                                                            -------------
             Total Other Assets                                                 549,000
                                                                            -------------
TOTAL ASSETS                                                                $ 9,434,000
                                                                            =============




                                   -3-




                             ADVANCED PHOTONIX, INC.

                            BALANCE SHEET - Continued
                              AT SEPTEMBER 23, 2001
                                   (UNAUDITED)

-----------------------------------------------------------------------------------------
                                                                         
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable                                                            $   246,000
Accrued expenses:
         Salaries and employee benefits                                         208,000
         Other                                                                  207,000
                                                                            -------------
             Total Current Liabilities                                          661,000
                                                                            -------------

COMMITMENTS AND CONTINGENCIES
Class A redeemable convertible preferred stock, $.001 par value;                 32,000
         780,000 shares authorized; 40,000 shares issued and outstanding
SHAREHOLDERS' EQUITY
Preferred stock, $.001 par value; 10,000,000 shares authorized;
         780,000 shares designated Class a redeemable convertible;                 --
         no shares issued and outstanding
Class A common stock, $.001 par value; 50,000,000 shares authorized;             12,000
         12,211,648 shares issued and outstanding
Class B common stock, $.001 par value; 4,420,113 shares authorized;                --
         31,691 shares issued and outstanding

Additional paid-in capital                                                   26,576,000
Accumulated Deficit                                                         (17,847,000)
                                                                            -------------
             Total Shareholders' Equity                                       8,773,000
                                                                            -------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                  $ 9,434,000
                                                                            =============


                       See notes to financial statements.





                                   -4-





                             ADVANCED PHOTONIX, INC.

                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                      Three Months Ended                             Six Months Ended
                                         --------------------------------------------  --------------------------------------------
                                          September 23, 2001     September 24, 2000     September 23, 2001     September 24, 2000
                                         ---------------------  ---------------------  ---------------------  ---------------------

                                                                                                        
SALES                                            $1,809,000            $1,768,000             $3,640,000            $3,431,000
Cost of goods sold                                1,100,000             1,138,000              2,018,000             2,100,000
                                         ---------------------  ---------------------  ----------------------  --------------------
GROSS PROFIT                                        709,000               630,000              1,622,000             1,331,000

Research and development expenses                   124,000               126,000                254,000               235,000
Marketing and sales expenses                        214,000               246,000                470,000               472,000
General and administrative expenses                 295,000               301,000                556,000               547,000
Acquisition investigation expenses                  630,000                  --                  630,000                  --
                                         ---------------------  ---------------------  ----------------------  --------------------

INCOME (LOSS) FROM OPERATIONS                      (554,000)              (43,000)              (288,000)               77,000

                                         ---------------------  ---------------------  ----------------------  --------------------

OTHER INCOME
Interest income                                      48,000                72,000                137,000               146,000
Other, net                                           (2,000)               (4,000)                (2,000)               (4,000)
                                         ---------------------  ---------------------  ----------------------  --------------------
TOTAL OTHER INCOME                                   46,000                68,000                135,000               142,000
                                         ---------------------  ---------------------  ----------------------  --------------------

NET INCOME (LOSS)                               ($  508,000)           $   25,000             ($ 153,000)           $  219,000

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

Basic and Diluted Earnings (Loss)                  ( $ .04)                $ .00                 ($ .01)                $ .02
  Per Share
Weighted Average Shares Outstanding              12,242,000            12,223,000             12,240,000            12,154,000




                       See notes to financial statements.





                                   -5-





                             ADVANCED PHOTONIX, INC.

                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

For the six month periods ended                                                    September 23, 2001        September 24, 2000
--------------------------------------------------------------------------------------------------------  ------------------------
                                                                                                          
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)                                                                      ($ 153,000)                $ 219,000
Adjustments to reconcile net income to net cash provided by
(used by) operating activities:
     Depreciation                                                                         104,000                   113,000

     Amortization                                                                          17,000                    21,000

     Write off of prepaid acquisition costs, net of $200,000 cash expended                430,000                      --

Changes in assets and liabilities:
     Short-term investments                                                             1,082,000                (1,581,000)

     Accounts receivable                                                                   44,000                   157,000

     Inventories                                                                         (504,000)                 (165,000)

     Prepaid expenses and other current assets                                             47,000                    38,000

     Other assets                                                                          (1,000)                     --

     Accounts payable and accrued expenses                                                137,000                  (267,000)

                                                                                  ----------------------  ------------------------
  Net cash provided by (used by) operating activities                                   1,203,000                (1,465,000)
                                                                                  ----------------------  ------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures                                                                     (320,000)                  (38,000)

Prepaid acquisition costs                                                                    --                    (430,000)

                                                                                  ----------------------  ------------------------
  Net cash provided by (used by) investing activities                                    (320,000)                 (468,000)
                                                                                  ----------------------  ------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of stock options                                                     3,000                   148,000

                                                                                  ----------------------  ------------------------
  Net cash provided by financing activities                                                 3,000                   148,000
                                                                                  ----------------------  ------------------------

NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS                                        886,000                (1,785,000)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                        3,907,000                 3,309,000
                                                                                  ----------------------  ------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                            $ 4,793,000               $ 1,524,000
                                                                                  ======================  ========================
                       See notes to financial statements.





                                   -6-



                             ADVANCED PHOTONIX, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               September 23, 2001
                                   (UNAUDITED)


NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting  principles for interim financial information
and with the  instructions  to Form 10-QSB and Article 10 of Regulation  S-X and
Regulation  S-B.  Accordingly,  they do not include all of the  information  and
notes  required  by  generally  accepted  accounting   principles  for  complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring  adjustments)  necessary for a fair  presentation  have been
included.  Operating  results for the six month period ended September 23, 2001,
are not  necessarily  indicative  of the results  that may be  expected  for the
fiscal  year  ending  March 24,  2002.  For  further  information,  refer to the
financial  statements and notes thereto included in the Advanced Photonix,  Inc.
Annual Report on Form 10-KSB for the fiscal year ended March 25, 2001.



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Net  Income  (Loss)  Per  Share:  Net  income  (loss)  per share is based on the
weighted  average  number of common shares  outstanding.  Such weighted  average
shares were  approximately  12,240,000 at September  23, 2001 and  12,154,000 at
September 24, 2000. Net income (loss) per share  calculations  are in accordance
with Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings per
Share" (SFAS 128). Accordingly,  "basic" net income (loss) per share is computed
by  dividing  net  income  (loss)  by the  weighted  average  number  of  shares
outstanding  for the year.  "Diluted"  net income  (loss) per share has not been
presented in the  financial  statements  as the impact is either not material or
anti-dilutive.  The impact of Statement 128 on the  calculation  of earnings per
share is as follows:
                                                      Six Months Ended
         BASIC                                       September 23, 2001
         ---------------------------                 ------------------
         Average Shares Outstanding                       12,240,000
         Net Loss                                           (153,000)
         Basic Loss Per Share                                ($ 0.01)







                                      -7-


NOTE 2 - Continued

The following  stock  options  granted to Company  employees and directors  were
excluded from the calculation of earnings per share in the financial  statements
because they were anti-dilutive:
                 No. of Shares                 Exercise Price
               Underlying Options                Per Share
            ------------------------        ---------------------
                      8,000                        .5000
                     88,000                        .5630
                        500                        .6250
                      3,000                        .6875
                     88,000                        .7500
                     50,000                       1.0000
                     13,900                       1.1875
                     59,200                       1.2500
                      4,000                       1.5000
                      4,000                       1.6250
                     44,000                       1.8750
                     35,600                       2.5000
                      8,000                       3.0000
                        500                       3.0940
                    400,000                       3.1875
                     25,000                       5.3440
            ------------------------        ---------------------
                    831,700
            ========================        =====================


Inventories:  Inventories consist of the following:

                                              September 23, 2001
                                            ---------------------

          Raw materials                           $  610,000
          Work in progress                         1,301,000
          Finished products                          320,000
                                            ---------------------
                                                 $ 2,231,000
                                            =====================




                                      -8-



Item 2. Management's Discussion and Analysis

RESULTS OF OPERATIONS
-----------------------
NET PRODUCT SALES
The Company's  net product sales for the second  quarter ("Q2 02") and six month
period ("YTD 02") ended  September 23, 2001, were $1.8 million and $3.6 million,
respectively.  As  compared to the second  quarter  and six month  period of the
prior  year  ("Q2  01"  and  "YTD  01"),  net  sales  increased  by 2%  and  6%,
respectively.

The increase in net revenues for the quarter was  primarily due to higher volume
in the military  aerospace market,  which was partially offset by a reduction in
revenues from the industrial  sensing  market.  Sales to the military  aerospace
markets  increased  by  approximately  47%  for Q2 02 and  25%  for  YTD 02 when
compared to the same periods in the prior year. Total revenues from the military
aerospace  market accounted for 48% of total revenues for Q2 02 and 39% of total
revenues for YTD 02, as compared to 33% for both Q2 01 and YTD 01. On an ongoing
basis,  the Company has continued to compete for military  aerospace  contracts,
which are  dependent on funding from the United States  government.  The Company
attributes  its recent  increases  in  military  aerospace  revenues to improved
competitiveness and overall increases in government spending.  Although military
revenues have  fluctuated  significantly  in the past,  the Company  anticipates
continued  increases in military  aerospace  revenues as  additional  government
military programs are approved.

In addition to the military  aerospace  market,  the Company has seen  continued
increases in the medical  equipment and imaging markets.  As compared to YTD 01,
sales to the medical  markets  increased by 73% for YTD 02 and accounted for 18%
of total  revenues,  as  compared  to 11% of total  revenues  in the prior year.
Continuous  improvements made by medical  equipment  manufacturers in technology
and design have resulted in increased demand for the Company's products in those
markets.  The  Company  attributes  the  increased  demand to its custom  design
capabilities and the ability to design components which can be easily adapted to
the rapidly changing requirements of the marketplace.

COSTS AND EXPENSES
Cost of product sales decreased by $38,000 (3%) during Q2 02 and by $82,000 (4%)
during YTD 02 as compared to Q2 01 and YTD 01, respectively.  As a result, gross
profit margin increased by 3 percentage points to 39% in Q2 02 as compared to Q2
01 and by 6 percentage  points to 45% for YTD 02 as compared to YTD 01. A number
of  factors  are  responsible  for  the  improved  margins,   including  greater
efficiencies  of scale  associated  with higher  sales volume and the effects of
several  cost  cutting  measures  implemented  by the  Company  in an  effort to
streamline the manufacturing process and reduce production overhead.

Research and development costs decreased only slightly (2%) in Q2 02 as compared
to Q2 01. Year to date, research and development costs have increased by $19,000
(8%)  compared to the prior year.  The increase year to date is primarily due to
variable expenditures  associated with current development  projects,  including
the  continual  improvement  of the  Company's  current  line of LAAPD  and core
business  products.  As  described  in the past,  R&D costs may continue to vary
significantly,  due  to  the  level  of  activity  associated  with  development
contracts  as well as the number  and  complexity  of new  process  and  product
development projects, the qualification of new process developments and customer
evaluation and acceptance of new products.


                                  -9-


Marketing  and sales  expenses  decreased by $32,000  (13%) to $214,000 in Q2 02
compared to Q2 01 and by $2,000  (<1%) to $470,000 in YTD 02 compared to YTD 01.
The  decrease  for the  period  is due to  decreased  staffing  and  advertising
expenses,  as compared to the prior year.  Although  the Company has not reduced
its advertising budget for the year, the timing and placement of ads has changed
from last year in an effort to broaden the potential  customer base by targeting
specific  publications and issues. The Company continues to focus on its plan of
increased  print  media  advertising  and  trade  show  attendance  and does not
anticipate any notable  fluctuations in overall marketing and sales expenses for
the remainder of the year.

General and  administrative  expenses  remained  relatively  consistent with the
prior  year,  decreasing  only  slightly,  by $6,000  (2%) to  $295,000 in Q2 02
compared to Q2 01 and  increasing  by $9,000 (2%) to $556,000 in YTD 02 compared
to YTD 01.  While the Company  has  implemented  several  overall  cost  cutting
efforts and continues to monitor G & A costs very  closely,  the savings to date
have been offset by increases in employee benefit and utility costs. The Company
expects G & A expenses to remain stable throughout the remainder of the year and
does not anticipate any material  fluctuations,  except for those expenses which
may arise as a result of the Company's investigation of potential acquisitions.

Acquisition  investigation  expenses of $630,000 were  recognized in the current
quarter in conjunction with the Company's termination of its planned merger with
Jenner  Biotherapies,  Inc.  (Jenner).  The merger was  terminated by the mutual
consent  of both  parties  as a  result  of  developments  affecting  a  license
agreement  between  Jenner  and  a  third-party   pharmaceutical   company.  The
third-party licensee, a Japanese pharmaceutical  company,  announced that it was
reevaluating  its  commitment to the original  license  agreement,  which was an
integral  element  in the  merger  agreement  between  Jenner  and the  Company.
Consequently, the Company abandoned the merger transaction, as it was determined
that changes in the third-party  license  agreement  would adversely  affect the
ultimate  prospects of the merger.  Approximately  $448,000 of the total expense
recognized was previously reported as prepaid acquisition costs.

Interest  income in Q2 02 was  $48,000,  or $24,000  lower than Q2 01.  Interest
income for YTD 02 was  $137,000,  or $9,000  lower  than the same  period in the
prior year.  The decrease in interest  income is primarily due to lower interest
rates available during the current year, as compared to the prior year.

The Company  reported a net loss of ($508,000)  and ($153,000) for Q2 02 and YTD
02, respectively.  Excluding the impact of acquisition  investigation  expenses,
net income for Q2 02 was  $122,000 or $97,000  higher than net income of $25,000
in Q2 01 and net income for YTD 02 was  $477,000  or  $258,000  higher  than net
income of $219,000 reported for the same period in the prior year.


                                   -10-


LIQUIDITY AND CAPITAL RESOURCES
---------------------------------
At  September  23,  2001,  the  Company  had cash and cash  equivalents  of $4.8
million, no short-term investments,  and working capital of $7.6 million. Due to
declining  interest  rates  available  on  securities  available  to the Company
pursuant to its investment policy, the Company held no short-term investments at
September  23, 2001.  Rather,  the Company was able to achieve  higher yields on
more liquid money market accounts and thus transferred  excess available cash to
such instruments.

The Company's cash, cash  equivalents  and short-term  investments  decreased by
$196,000  during the six months ended  September  23, 2001.  $3,000 was obtained
through the exercise of stock options.  $121,000 was obtained through  operating
activities  (before cash  provided by short-term  investments  and including the
write off of prepaid  acquisition costs).  Operating  expenditures were affected
mainly  by the  impact  of  acquisition  investigation  expenses  and  increased
inventories.

Expenses of $430,000,  previously  reported as prepaid  acquisition  costs, were
expensed  during the current  period as they  represented  costs incurred by the
Company in connection  with the examination of a possible  business  combination
with  Jenner  Biotherapies,  Inc..  Based on  material  changes to the  proposed
merger,  the agreement was  terminated and the  corresponding  total expenses to
date  of  $630,000  (including  $430,000  of  prepaid  acquisition  costs)  were
recognized in the current quarter.

Raw materials and work in process inventories increased a total of $504,000, due
to several contracts requiring advance  expenditures for materials,  engineering
and production  charges which are scheduled to ship  throughout the remainder of
the year.

Cash of $320,000 was used for capital equipment,  compared to $38,000 during the
same  period  of the  prior  year.  Computer  hardware  and  software  purchases
accounted  for $259,000 of the increase in capital  spending;  the remainder was
due  to  expenditures   required  for  manufacturing   equipment   upgrades  and
replacements.  The Company  expects  that cash  outlays  for capital  items will
continue to  increase  slightly  during  2002,  as plans to purchase  additional
machinery  and the  completion  of the computer  system  upgrades are  scheduled
throughout the remainder of the year.

In the past,  the Company has  maintained a revolving  line of credit  agreement
when needed.  Based on current  projections  and available  cash  reserves,  the
Company  does not foresee an  immediate  need for  borrowing  and has  therefore
elected to forego the costs for  maintaining a line of credit at this time.  The
Company  believes  that it would be most  efficient to establish a line when the
situation warrants.

The Company believes that the moderate rate of inflation over the past few years
has not had a significant impact on the Company's sales or operating results.


FORWARD LOOKING STATEMENTS
The information  contained herein includes  forward looking  statements that are
based on assumptions  that management  believes to be reasonable but are subject
to inherent  uncertainties  and risks including,  but not limited to, unforeseen
technological  obstacles  which  may  prevent  or slow  the  development  and/or
manufacture  of new  products,  limited  (or slower than  anticipated)  customer
acceptance  of new  products  which  have  been and are being  developed  by the
Company  (particularly  its LAAPD product  line),  fluctuations  in the level of
government  spending for military programs,  the availability of other competing
technologies and a decline in the general demand for optoelectronic products.


                                  -11-


                            PART II OTHER INFORMATION

Items 1 - 3
     None.

Item 4   Submission of Matters to a Vote of Security Holders:
     The Company's Annual Stockholders  Meeting was held on August 17, 2001. The
     following  persons were  re-elected to the Company's  Board of Directors to
     serve  until the next  Annual  Meeting  of  Stockholders  and  until  their
     respective    successors    have   been   duly   elected   and   qualified.

                                             FOR              WITHHELD
                                      ------------------ -------------------
        Richard D. Kurtz                  10,668,291           263,278

        Brock Koren                       10,739,836           191,733

        M. Scott Farese                   10,671,561           260,008

        Stephen P. Soltwedel              10,678,961           252,608


Item 5   Other Information
(a)  In  accordance  with  the requirements of  Rule 14a-4(c) of  the Securities
     Exchange Act of 1934, in order for shareholder proposals submitted  outside
     Rule 14a-8 to be timely for  purposes of  the Company's 2002 Annual Meeting
     of Shareholders within the meaning of Rule 14a-4(c), such proposals must be
     received by the Company no later than the close of business on March 18,
     2002.

Item 6   Exhibits and Reports on Form 8-K
(a)  Exhibits
     None.

(b)  Reports on Form 8-K
     None.






                                      -12-



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                        Advanced Photonix, Inc.
                                        ---------------------------------
                                        (Registrant)


Date:    November 6, 2001               /s/ Susan A. Schmidt
         -----------------              ---------------------------------
                                        Susan A. Schmidt
                                        Chief Financial Officer and Secretary


                                        /s/ Brock Koren
                                        ---------------------------------
                                        Brock Koren
                                        President & Chief Executive Officer





                                      -13-