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 29, 2002

                                       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 8, 2002, 12,219,648 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 29, 2002                                       3 - 4

            Statements of Operations for the three and six month periods ended
              September 29, 2002 and September 23, 2001                                 5

            Statements of Cash Flows for the six month periods ended
              September 29, 2002 and September 23, 2001                                 6

            Notes to Financial Statements                                             7 - 9

  Item 2.   Management's Discussion and Analysis                                     10 - 13

  Item 3.   Controls and Procedures                                                     14

PART II     OTHER INFORMATION                                                           15

            SIGNATURES                                                                  16

            CERTIFICATIONS                                                           17 - 18



                                       2










                             ADVANCED PHOTONIX, INC.

                           CONSOLIDATED BALANCE SHEET
                              AT SEPTEMBER 29, 2002
                                   (UNAUDITED)


---------------------------------------------------------------------------------------------------------
                                                                         
ASSETS
CURRENT ASSETS
Cash and cash equivalents                                                   $            1,120,000
Short-term investments                                                                   1,002,000
Accounts receivable, less allowance of $37,000                                           1,359,000
Inventories                                                                              3,111,000
Prepaid expenses and other current assets                                                  192,000
                                                                            -----------------------------
         Total Current Assets                                                            6,784,000
                                                                            -----------------------------

EQUIPMENT AND LEASEHOLD IMPROVEMENTS, at cost                                            4,382,000
Less accumulated depreciation and amortization                                          (3,127,000)
                                                                            -----------------------------
             Total Equipment and Leasehold Improvements                                  1,255,000
                                                                            -----------------------------

OTHER ASSETS
Goodwill, net of accumulated amortization of $353,000                                      931,000
Patents, net of accumulated amortization of $42,000                                         21,000
Other                                                                                      174,000
                                                                            -----------------------------
             Total Other Assets                                                          1,126,000
                                                                            -----------------------------
TOTAL ASSETS                                                                $            9,165,000
                                                                            =============================






                 See notes to consolidated financial statements.


                                       3








                             ADVANCED PHOTONIX, INC.

                     CONSOLIDATED BALANCE SHEET - Continued
                              AT SEPTEMBER 29, 2002
                                   (UNAUDITED)

---------------------------------------------------------------------------------------------------------
                                                                          
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable                                                             $             539,000
Accrued expenses:
         Salaries and employee benefits                                                    218,000
         Other                                                                               9,000
                                                                             ----------------------------
         Total Current Liabilities                                                         766,000
                                                                             ----------------------------

COMMITMENTS AND CONTINGENCIES
Class A redeemable convertible preferred stock, $.001 par value; 780,000                    32,000
         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
         12,219,648 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                                                              26,586,000
Accumulated Deficit                                                                    (18,231,000)
                                                                             ----------------------------
             Total Shareholders' Equity                                                  8,399,000
                                                                             ----------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                   $           9,165,000
                                                                             ============================


                 See notes to consolidated financial statements.


                                       4








                             ADVANCED PHOTONIX, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                     Three Months Ended                              Six Months Ended
                                        ---------------------------------------------- ---------------------------------------------
                                          September 29, 2002     September 23, 2001     September 29, 2002      September 23, 2001
                                        ----------------------  ---------------------- ----------------------  ---------------------

                                                                                                          
SALES                                            $1,838,000            $1,809,000             $3,386,000              $3,640,000
Cost of goods sold                                1,307,000             1,100,000              2,224,000               2,018,000
                                        ----------------------  ---------------------- ----------------------  ---------------------
GROSS PROFIT                                        531,000               709,000              1,162,000               1,622,000

Research and development expenses                   144,000               124,000                286,000                 254,000
Marketing and sales expenses                        224,000               214,000                457,000                 470,000
General and administrative expenses                 413,000               295,000                720,000                 556,000
Acquisition investigation expenses                     --                 630,000                   --                   630,000
                                        ----------------------  --------------------- ----------------------  ---------------------

LOSS FROM OPERATIONS                               (250,000)             (554,000)              (301,000)               (288,000)
                                        ----------------------  ---------------------- ----------------------  ---------------------

OTHER INCOME
Interest income                                      20,000                48,000                 48,000                 137,000
Other, net                                           (2,000)               (2,000)                (2,000)                 (2,000)
                                        ----------------------  ---------------------- ----------------------  ---------------------
TOTAL OTHER INCOME                                   18,000                46,000                 46,000                 135,000
                                        ----------------------  ---------------------- ----------------------  ---------------------

NET LOSS                                          ($232,000)            ($508,000)             ($255,000)              ($153,000)
                                        ======================  ====================== ======================  =====================

Basic and Diluted Loss Per Share                   ( $ .02)              ( $ .04)                ($ .02)                 ($ .01)

Weighted Average Shares Outstanding              12,251,000            12,242,000             12,249,000              12,240,000




                 See notes to consolidated financial statements.


                                       5







                             ADVANCED PHOTONIX, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                                                                       
For the six month periods ended                                                    September 29, 2002        September 23, 2001
-----------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss                                                                               ($ 255,000)               ($ 153,000)

Adjustments to reconcile net loss to net cash provided by (used by)
  operating activities:
     Depreciation                                                                         107,000                   104,000
     Amortization                                                                           2,000                    17,000
     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
     Accounts receivable                                                                  252,000                    44,000
     Inventories                                                                           14,000                  (504,000)
     Prepaid expenses and other current assets                                              9,000                    47,000
      Other assets                                                                       (192,000)                   (1,000)
     Accounts payable and accrued expenses                                                (54,000)                  137,000
                                                                                 ------------------------  ------------------------
  Net cash provided by (used by) operating activities                                    (117,000)                1,203,000
                                                                                 ------------------------  ------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures                                                                      (57,000)                (320,000)
Purchase of selected net assets of Silicon Sensors, LLC                                (1,799,000)                    --
                                                                                 ------------------------  ------------------------
  Net cash used by investing activities                                                (1,856,000)                (320,000)
                                                                                 ------------------------  ------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of stock options                                                     5,000                     --
Proceeds from exercise of stock options                                                     5,000                    3,000
                                                                                 ------------------------  ------------------------
  Net cash provided by financing activities                                                10,000                    3,000
                                                                                 ------------------------  ------------------------


NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS                                     (1,963,000)                 886,000
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                        3,083,000                3,907,000
                                                                                 ------------------------  ------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                            $ 1,120,000              $ 4,793,000
                                                                                 ========================  ========================

                 See notes to consolidated financial statements.


                                       6






                             ADVANCED PHOTONIX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 29, 2002
                                   (Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The  accompanying   unaudited  consolidated  financial  statements  include  the
accounts of Advanced  Photonix,  Inc. ("the  Company") and the Company's  wholly
owned subsidiary,  Silicon Sensors Inc. ("SSI") (See Note 2). These consolidated
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.
All significant  inter-company accounts and transactions have been eliminated in
consolidation. 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 three and six month periods ended  September 29, 2002
are not  necessarily  indicative  of the results  that may be  expected  for the
fiscal  year  ending  March 30,  2003.  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 31, 2002.


NOTE 2 - ACQUISITION

On August 21, 2002, SSI, a newly formed wholly owned subsidiary of API purchased
substantially all of the assets and selected liabilities of Silicon Sensors LLC,
a closely held manufacturer of  opto-electronic  semiconductor  based components
located in Dodgeville, Wisconsin. The purchase price was $1,700,000 in cash plus
the assumption of the Seller's trade accounts  payable and accrued  liabilities,
amounting to approximately $282,000.

NOTE 3 - 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  12,249,000 at September  29, 2002 and  12,240,000 at
September 23, 2001. 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.  The impact of Statement  128 on the  calculation  of
earnings per share is as follows:


                                           Six Months Ended           Six Months Ended
    BASIC                                 September 29, 2002         September 23, 2001
    -----                                 ------------------         ------------------
                                                                     
    Average Shares Outstanding                 12,249,000                  12,240,000
    Net Loss                                    (255,000)                    (153,000)
    Basic Loss Per Share                        ($  0.02)                    ($  0.01)

    DILUTED
    -------
    Average Shares Outstanding                  12,249,000                 12,240,000
    Net Effect of Dilutive Stock Options
      based on the treasury stock method
      using average market price                   292,000                     55,700

         Total Shares                           12,541,000                 12,295,700
         Net Income (Loss)                        (255,000)                  (153,000)
    Diluted Earnings Per Share                 anti-dilutive              anti-dilutive

    Average Market Price of Common Stock          $  0.983                    $ 0.925
    Ending Market Price of Common Stock           $  0.850                    $ 0.700


                                       7

NOTE 3 - Continued

Stock options granted to Company  employees,  directors,  and former owners were
excluded from the calculation of earnings per share in the financial  statements
because they were either anti-dilutive or immaterial for the periods reported:

 Six Months Ended September 29, 2002        Six Months Ended September 23, 2001
-------------------------------------      -------------------------------------
  No. of Shares      Exercise Price          No. of Shares      Exercise Price
Underlying Options      Per Share          Underlying Options      Per Share
------------------   ----------------      ------------------   ----------------
      12,000              0.5000                  8,000              0.5000
     126,000              0.5630                 88,000              0.5630
      25,000              0.6100                   -                 0.6100
         500              0.6250                    500              0.6250
     416,668              0.6700                   -                 0.6700
       4,000              0.6875                  3,000              0.6875
     126,000              0.7500                 88,000              0.7500
     266,006              0.8000                   -                 0.8000
      76,250              0.8600                   -                 0.8600
      75,000              1.0000                 50,000              1.0000
      14,500              1.1875                 13,900              1.1875
      74,800              1.2500                 59,200              1.2500
        -                 1.5000                  4,000              1.5000
       4,000              1.6250                  4,000              1.6250
      66,000              1.8750                 44,000              1.8750
      35,500              2.5000                 35,600              2.5000
       8,000              3.0000                  8,000              3.0000
       1,000              3.0940                    500              3.0940
     400,000              3.1875                400,000              3.1875
      50,000              5.3440                 25,000              5.3440
------------------   ----------------      ------------------   ----------------
   1,781,224                                    831,700




                                       8




NOTE 3 - Continued

Inventories:  Inventories consist of the following:
                                                   September 29, 2002
                                                -------------------------
          Raw materials                                $ 2,327,000
          Work in progress                                 958,000
          Finished products                                285,000
                                                -------------------------
          Total inventories                              3,570,000
                                                =========================

          Less reserve                                    (459,000)
                                                =========================

          Inventories, net                             $ 3,111,000
                                                =========================


NOTE 4 - NEW ACCOUNTING PRONOUNCEMENTS

Statement  of  Financial  Accounting  Standard  No.142  ,  "Goodwill  and  Other
Intangible  Assets"  ("SFAS  No.  142") was issued by the  Financial  Accounting
Standards  Board in July 2001. It requires that goodwill no longer be amortized,
but tested for  impairment  on an annual  basis.  SFAS No. 142 was effective for
financial  statements  for fiscal  years  beginning  after  December  31,  2001.
Accordingly,  the  Company  adopted  the  provisions  of SFAS 142 in the current
fiscal year and has ceased  monthly  amortization  of intangible  assets with an
indefinite life.

In August 2001, the FASB issued SFAS No. 143,  "Accounting for Asset  Retirement
Obligations."  SFAS 143  establishes  accounting  standards for  recognition and
measurement of a liability for the costs of asset retirement obligations.  Under
SFAS 143,  the costs of retiring  an asset will be recorded as a liability  when
the retirement obligation arises, and will be amortized to expense over the life
of the asset.  We do not expect any effect on our financial  position or results
of operations from the adoption of this statement.

SFAS 144 establishes a single accounting model for the impairment or disposal of
long-lived assets, including discontinued  operations.  SFAS 144 superseded SFAS
121 and APB Opinion No. 30, "Reporting the Results of Operations--Reporting  the
Effects of Disposal of a Segment of a Business,  and Extraordinary,  Unusual and
Infrequently  Occurring Events and Transactions." The provisions of SFAS 144 are
effective in fiscal years beginning after December 15, 2001, with early adoption
permitted,  and in general are to be applied prospectively.  The Company adopted
SFAS 144 effective  April 1, 2002,  which did not have a material  impact on its
consolidated results of operations or financial position.

In June of 2002, the FASB issued SFAS 146, "Accounting for Costs Associated with
Exit or Disposal  Activities,"  which  nullifies  EITF Issue  94-3.  SFAS 146 is
effective for exit and disposal activities that are initiated after December 31,
2002  and  requires  that a  liability  for a cost  associated  with  an exit or
disposal  activity be recognized when the liability is incurred,  in contrast to
the date of an entity's  commitment  to an exit plan,  as required by EITF Issue
94-3.  The Company will adopt the  provisions of SFAS 146  effective  January 1,
2003.


                                       9




Item 2. Management's Discussion and Analysis

Critical Accounting Policies
----------------------------
Application of our accounting policies requires management to make judgments and
estimates about the amounts  reflected in the financial  statements.  Management
uses historical experience and all available information to make these estimates
and judgments, although differing amounts could be reported if there are changes
in the  assumptions  and estimates.  Estimates are used for, but not limited to,
the accounting for the allowance for doubtful  accounts,  inventory  allowances,
restructuring  costs,  impairment costs,  depreciation and  amortization,  sales
discounts and returns,  warranty costs, taxes and contingencies.  Management has
identified the following  accounting policies as critical to an understanding of
our financial statements and/or as areas most dependent on management's judgment
and estimates.

Revenue Recognition
-------------------
We  generally  recognize  revenue  when  persuasive  evidence of an  arrangement
exists,  delivery has occurred, the price is fixed or readily determinable,  and
collectibility  is  probable.  Sales  are  recorded  net of  sales  returns  and
discounts. We recognize revenue in accordance with Staff Accounting Bulletin No.
101, "Revenue Recognition in Financial Statements."

Impairment of Long-Lived Assets
-------------------------------
We  continually  review the  recoverability  of the carrying value of long-lived
assets using the  methodology  prescribed  in Statement of Financial  Accounting
Standards (SFAS) 144,  "Accounting for the Impairment and Disposal of Long-Lived
Assets." We also review long-lived assets and the related  intangible assets for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying value of such assets may not be  recoverable.  Upon such an occurrence,
recoverability  of these  assets  is  determined  by  comparing  the  forecasted
undiscounted net cash flows to which the assets relate,  to the carrying amount.
If the asset is  determined  to be unable to recover its  carrying  value,  then
intangible  assets,  if any,  are  written  down  first,  followed  by the other
long-lived  assets to fair value.  Fair value is determined  based on discounted
cash flows, appraised values or management's estimates,  depending on the nature
of the assets.

Deferred Tax Asset Valuation Allowance
--------------------------------------
We record a deferred  tax asset in  jurisdictions  where we  generate a loss for
income tax purposes.  Due to our history of operating losses, we have recorded a
full valuation  allowance  against these deferred tax assets in accordance  with
SFAS 109, "Accounting for Income Taxes," because, in management's  judgment, the
deferred tax assets may not be realized in the foreseeable future.

Inventories
-----------
Our inventories are stated at the lower of cost (first-in,  first-out method) or
market.  Slow  moving and  obsolete  inventory  are written  off  quarterly.  To
calculate the write-off amount,  we compare the current on-hand  quantities with
both the  projected  usages for a two-year  period and the actual usage over the
past 12 months.  On-hand  quantities greater than projected usage are calculated
at the standard unit cost. The engineering and purchasing departments review the
initial  list of  slow-moving  and  obsolete  items to identify  items that have
alternative uses in new or existing products. These items are then excluded from
the analysis. The remaining amount of slow-moving and obsolete inventory is then
written off. Additionally,  non-cancelable open purchase orders for parts we are
obligated to purchase  where  demand has been reduced may be reserved.  Reserves
for open purchase orders where the market price is lower than the purchase order
price are also established.


                                       10


Accounts Receivable and Allowance for Doubtful Accounts
-------------------------------------------------------
The Allowance for Doubtful  Accounts is  established  by analyzing  each account
that has a balance over 90 days past due. Each account is individually  assigned
a probability of collection.  The total amount determined to be uncollectible in
the  90-days-past-due  category is then reserved  fully.  The percentage of this
reserve to the  90-days-past-due  total is then  established  as a guideline and
applied to the rest of the non-current  accounts receivable balance.  When other
circumstances  suggest  that  a  receivable  may  not  be  collectible,   it  is
immediately   reserved  for,   even  if  the   receivable  is  not  yet  in  the
90-days-past-due category.


RESULTS OF OPERATIONS

NET PRODUCT SALES
The Company's  consolidated  net product sales for the second  quarter ("Q2 03")
and six month period ("YTD 03") ended  September 29, 2002,  were $1.838  million
and $3.386 million,  respectively.  Net sales increased by 2% as compared to the
second  quarter of the prior year ("Q2 02") and  decreased  by 7% as compared to
the same six month period of the prior year ("YTD 02").

The  increase in  quarterly  revenues  was  primarily  due to  increases  in the
industrial  sensing  and  medical  markets,  which  were  partially  offset by a
decrease in the military  aerospace  market as compared to the prior year. Sales
to the  industrial  sensing  and  medical  markets  increased  by 29%  and  15%,
respectively, while sales to the military aerospace markets decreased by 23%, as
compared to Q2 02. Year to date, the decrease in revenues is  attributable to an
overall reduction in military  aerospace  revenues,  which have decreased by 17%
when  compared to the same six month  period in the prior year.  Total  revenues
from the industrial  sensing and medical markets represent 61% of total revenues
for YTD 03, as compared to 59% for YTD 02. Revenues from the military  aerospace
market represent 36% of total revenues for YTD 03 as compared to 40% for YTD 02.
On an ongoing basis, the Company has continued to compete for military aerospace
contracts,  which are  dependent on release and funding  from the United  States
government.  The Company  attributes its recent decrease in revenues,  including
military aerospace, to customer-requested delayed shipment schedules and expects
to see sales improve during the upcoming quarters,  as those shipments have been
re-scheduled  and are expected to ship  throughout the remainder of the year and
beyond.

COSTS AND EXPENSES
Cost of product sales  increased by $207,000  (19%) during Q2 03 and by $206,000
(10%) during YTD 03 as compared to Q2 02 and YTD 02, respectively. Consequently,
due to  decreased  revenues  in the  current  year,  cost of product  sales as a
percentage of net sales  increased by 11% and gross profit margin on net product
sales  decreased 11  percentage  points to 34% as compared to 45% for YTD 02. In
the current  quarter,  lack of increased  sales and  variability  in product mix
directly  affected  gross  margin,  as  the  material  and  direct  labor  costs
associated with the sales mix in Q2 03 were significantly  higher as compared to
the  same  costs  in Q2  02.  In  particular,  deliveries  on  certain  military
contracts,   which  typically  yield  higher  margins,   were  pushed  back  and
re-scheduled  to ship in the  third  quarter  of fiscal  year 2003 (at  customer
request).  The  decrease  in military  revenues  and  corresponding  increase in
lower-margin  industrial sensing revenues accounted for approximately 40% of the
variance as  compared  to the prior  year.  In  addition,  the  Company's  fixed
overhead and indirect costs associated with the manufacturing  process increased
as a result of the acquisition of Silicon Sensors, LLC. Increased  manufacturing
costs attributable to the Dodgeville facility accounted for approximately 15% of
the  year to year  variance  and the  remainder  was due to fixed  overhead  and
indirect costs which were not absorbed by increased revenues.  The Company feels
the current  gross margin as a percentage of net sales is lower than what can be
expected  in  the  future,  as  it  expects  improved  expense  absorption  from
increasing revenues during the remainder of the year, and is moving forward with
plans to maximize  efficiencies of scale company-wide  through  consolidation of
manufacturing  efforts  including  communization  of  enterprise  wide  resource
planning systems,  purchasing contracts,  elimination of redundant personnel and
overall sharing of resources.


                                       11


Research and  development  costs increased by $20,000 (16%) to $144,000 in Q2 03
as compared  to Q2 02, and by $32,000  (13%) year to date.  The  increase in R&D
costs  continues to be  attributable  to variable  expenditures  associated with
current  development  projects,  including  the  continual  improvement  of  the
Company's current line of LAAPD and core business products. Although the Company
expects R&D costs to decrease  slightly  during the  remainder of the year,  R&D
costs can vary  significantly,  due to the  level of  activity  associated  with
customer-requested  development  contracts as well as product improvement and/or
new product development projects.

Marketing  and sales  expenses  increased  by $10,000  (5%) to $224,000 in Q2 03
compared to Q2 02 and  decreased  by $13,000 (3%) to $457,000 in YTD 03 compared
to YTD 02. The  increase  for the  quarter is  primarily  due to expenses of the
newly  acquired  subsidiary,  SSI  (note  2).  Excluding  the  impact of the SSI
expenses,  marketing and sales expenses for Q2 03 were $10,000 lower than Q2 02,
as a result of  decreased  commissions  paid to outside  sales  representatives.
Similarly,  excluding the impact of the acquisition,  year to date marketing and
sales   expenses  were  $34,000  lower  than  YTD  02,  a  result  of  decreased
recruitment,  travel and  commission  expenses.  Due to corporate  expansion and
consolidation  plans, the Company anticipates  marketing and sales expenses will
increase only slightly throughout the remainder of the year.

General and  administrative  expenses increased by $118,000 (40%) to $413,000 in
Q2 03 as compared to $295,000 in Q2 02. Year to date, general and administrative
expenses increased by $164,000 (29%) to $720,000 as compared to $556,000 for YTD
02.  Approximately  $59,000  of  both  the  QTD and  YTD  increase  is  directly
attributable to general and administrative  expenses incurred as a result of the
acquired SSI subsidiary.  Excluding the impact of the  acquisition,  general and
administrative  expenses  increased $59,000 in Q2 03 and $105,000 for YTD 03, as
compared to the same  periods of the prior year.  The  increases  in general and
administrative  expenses for both the QTD and YTD periods are  primarily  due to
increased insurance,  depreciation,  consultant and legal expenses over the same
periods in the prior year. In particular,  the Company has experienced  dramatic
increases in both liability and benefits-type insurances over the past two years
and expects that such  increases  will  continue.  The increase in  depreciation
expense is the result of the  purchase  of a new  enterprise  resource  planning
(ERP) software system which was installed during the third quarter of last year.
In addition,  the Company reported increased expenses associated with consultant
and legal fees,  due to the  development  and  implementation  of a  shareholder
rights agreement, which was implemented during Q2 03.


                                       12


Interest  income in Q2 03 was  $20,000,  or $28,000  lower than Q2 02.  Interest
income  for YTD 03 was  $48,000,  or $89,000  lower than the same  period in the
prior year.  The decrease in interest  income is due  primarily  to  continually
declining  interest  rates seen  during the past year in  addition to lower cash
reserves available for investment.

The Company  reported a net loss of ($232,000)  and ($255,000) for Q2 03 and YTD
03, respectively,  as compared to net losses of ($508,000) and ($153,000) for Q2
02 and YTD 02, respectively.

LIQUIDITY AND CAPITAL RESOURCES

On August 21, 2002,  the Company  purchased the business and selected net assets
of Silicon  Sensors,  LLC, a  privately  owned  manufacturer  of  optoelectronic
semiconductor  based  components,  hybrid assemblies and other solid state light
and radiation detection devices, located in Dodgeville,  Wisconsin. In addition,
the Company assumed certain  liabilities of Silicon Sensors,  LLC as part of the
transaction.  The total amount of cash expended at closing totaled approximately
$1.8 million.

At September 29, 2002 , the Company had cash,  cash  equivalents  and short term
investments of $2.1 million, working capital of $6.0 million, and an accumulated
deficit of $18.2 million.  The Company's cash,  cash  equivalents and short-term
investments  decreased by $1.963 million  during the six months ended  September
29,  2002.  $10,000 was  obtained  through the  exercise  and  issuance of stock
options and  $117,000  was used by  operating  activities.  $57,000 was used for
capital  expenditures and $1.799 million was used for the acquisition of Silicon
Sensors,  LLC. All capital expenditures during the current year have been due to
necessary  equipment upgrades and/or  replacements.  Other than costs associated
with the installation of a wide-area network communication, the Company does not
anticipate any other  significant  cash outlays for capital items throughout the
remainder  of the  year,  as there  are no  major  capital  equipment  purchases
scheduled at this time.

The Company is exposed to interest rate risk for marketable  securities.  Due to
declining  interest  rates  available to the Company  pursuant to its investment
policy,  the Company  was able to achieve  higher  yields on more  liquid  money
market accounts and thus transferred the majority of its available cash reserves
from short term investment  instruments to such accounts during the prior fiscal
year. At September 29, 2002,  the Company  continued to hold one investment in a
U.S.  Government  security with a value of $1,000,000  which carries an interest
rate of 5.0%.  The Company will  continue to monitor  available  interest  rates
throughout  the  remainder  of the year and will  attempt  to  utilize  the best
possible avenues of investment for its excess liquid assets.


                                       13


Item 3.   Controls and Procedures

Our Chief  Executive  Officer,  President,  and  Chief  Financial  Officer  (the
"Certifying   Officers")  are  responsible  for   establishing  and  maintaining
disclosure controls and procedures for the Company. The Certifying Officers have
designed  such  disclosure  controls  and  procedures  to ensure  that  material
information is made known to them,  particularly during the period in which this
report was prepared. The Certifying Officers have evaluated the effectiveness of
the Company's  disclosure  controls and procedures within 90 days of the date of
this report and believe that the Company's  disclosure  controls and  procedures
are effective based on the required  evaluation.  There have been no significant
changes in internal controls or in other factors that could significantly affect
internal  controls  subsequent  to the date of their  evaluation,  including any
corrective  actions  with  regard  to  significant   deficiencies  and  material
weaknesses.






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, fluctuations in the level of government spending for military programs,
customer  delayed  shipment  schedules,  delays and/or obstacles in implementing
consolidation and resource sharing plans,  increases in fixed expenses which are
beyond  the  control  of  the  Company,  the  availability  of  other  competing
technologies and a decline in the general demand for optoelectronic products.


                                       14



                            PART II OTHER INFORMATION

Item  1     Legal Proceedings
-----------------------------
      None.

Item 2      Changes in Securities
---------------------------------
     On September 19, 2002, the Board of Directors adopted a shareholder rights
     plan and declared a dividend distribution of one preferred share purchase
     right for each outstanding share of its Class A Common Stock. As evidenced
     by the Rights Agreement, the rights shall trade with the Class A Common
     shares only and shall provide for the holder of such right to purchase
     additional shares of the Company's Common Stock in a quantity and price
     specified in the agreement, subject to certain limitations, and in lieu of
     Preferred Shares.

Item 3      Defaults Upon Senior Securities
-------------------------------------------
     None.

Item 4      Submission of Matters to a Vote of Security Holders
---------------------------------------------------------------
     The Company's Annual Stockholders Meeting was held on August 23, 2002. 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                         10,810,501           578,813

Brock Koren                              10,981,801           407,513

M. Scott Farese                          10,810,401           578,913

Stephen P. Soltwedel                     10,810,201           579,113
                                      ------------------ -------------------

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 2003 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 17,
     2003.

Item 6     Exhibits and Reports on Form 8-K
-------------------------------------------
(a)  Exhibits
     99.1  Certification  pursuant  to 18 U.S.C.  Section  1350,  as adopted
           pursuant to Section  906 of the  Sarbanes-Oxley  Act of 2002


                                       15



(b)  Reports on Form 8-K
     The following items were filed on Form 8-K during the current quarter as
     specified:
        i.   Acquisition of Silicon Sensors, LLC, including audited and
             unaudited financial statements of the acquired company, dated
             August 21, 2002, as filed with the Securities and Exchange
             Commission on September 5, 2002.

        ii.  Adoption of Shareholder Rights Agreement, dated September 19, 2002,
             as filed with the Securities and Exchange  Commission on
             September 26, 2002.

        iii. Amendment to Item 7. of Form 8-K filed on September 5, 2002, to
             include unaudited  proforma condensed  consolidated  financial
             statements of Advanced Photonix,  Inc. and Silicon Sensors,  LLC,
             as filed with the Securities and Exchange Commission on
             November 1, 2002.


                                   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 13, 2002                 /s/ Brock Koren
         -----------------                 --------------------------------
                                           Brock Koren
                                           President & Chief Executive Officer




                                           /s/ Susan A. Schmidt
                                           --------------------------------
                                           Susan A. Schmidt
                                           Chief Financial Officer and Secretary









                                       16




                                  CERTIFICATION


I, Brock Koren, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Advanced Photonix,
Inc.;

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

3. Based on my knowledge, the financial statements, and other financial
information included in this Quarterly Report, fairly present in all material
respect the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this Quarterly Report;

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

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

  (b)    evaluated the  effectiveness of the registrant's  disclosure  controls
         and procedures as of a date within 90 days prior to the filing date of
         this Quarterly Report (the "Evaluation Date"); and

  (c)    presented in this Quarterly Report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date.

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the Audit Committee of
registrant's Board of Directors (or persons performing the equivalent function):

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

  (b)    any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         controls.

6. The registrant's other certifying officers and I have indicated in this
Quarterly Report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.





Dated:   November 13, 2002                 /s/ Brock Koren
         -----------------                 --------------------------------
                                           Brock Koren
                                           President & Chief Executive Officer




                                       17


                                  CERTIFICATION


I, Susan A. Schmidt, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Advanced Photonix,
Inc.;

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

3. Based on my knowledge, the financial statements, and other financial
information included in this Quarterly Report, fairly present in all material
respect the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this Quarterly Report;

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

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

  (b)    evaluated the  effectiveness of the registrant's  disclosure  controls
         and procedures as of a date within 90 days prior to the filing date of
         this Quarterly Report (the "Evaluation Date"); and

  (c)    presented in this Quarterly Report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date.

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the Audit Committee of
registrant's Board of Directors (or persons performing the equivalent function):

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

  (b)    any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         controls.

6. The registrant's other certifying officers and I have indicated in this
Quarterly Report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.





Dated:   November 13, 2002                 /s/ Susan A. Schmidt
         -----------------                 --------------------------------
                                           Susan A. Schmidt
                                           Chief Financial Officer & Secretary


                                       18