Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)
                      THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended December 29, 2002


                      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 February 7, 2003, 13,243,648 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.



  Item 1.        Financial Statements (Unaudited)

                 Balance Sheet at December 29, 2002                                         3 - 4

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

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

                 Notes to Financial Statements                                              7 - 10

  Item 2.        Management's Discussion and Analysis                                      11 - 14

  Item 3.        Controls and Procedures                                                     14

PART II          OTHER INFORMATION                                                           15

                 SIGNATURES                                                                  15


                             ADVANCED PHOTONIX, INC.

                           CONSOLIDATED BALANCE SHEET
                              AT DECEMBER 29, 2002

Cash and cash equivalents                                                   $           1,224,000
Short-term investments                                                                  1,002,000
Accounts receivable, less allowance of $72,000                                          1,685,000
Inventories                                                                             2,779,000
Prepaid expenses and other current assets                                                 315,000
         Total Current Assets                                                           7,005,000

EQUIPMENT AND LEASEHOLD IMPROVEMENTS, at cost                                           4,366,000
Less accumulated depreciation and amortization                                         (3,193,000)
             Total Equipment and Leasehold Improvements                                 1,173,000

Goodwill, net of accumulated amortization of $353,000                                     963,000
Patents, net of accumulated amortization of $43,000                                        20,000
Other                                                                                     157,000
             Total Other Assets                                                         1,140,000
TOTAL ASSETS                                                                $           9,318,000

                 See notes to consolidated financial statements.


                             ADVANCED PHOTONIX, INC.

                           CONSOLIDATED BALANCE SHEET
                              AT DECEMBER 29, 2002

Accounts payable                                                         $             606,000
Accrued expenses:
         Salaries and employee benefits                                                245,000
         Other                                                                           8,000
              Total Current Liabilities                                                859,000

Class A redeemable convertible preferred stock, $.001 par value; 780,000                32,000
         shares authorized; 40,000 shares issued and outstanding
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                                                                (18,171,000)
             Total Shareholders' Equity                                              8,459,000
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                               $           9,318,000

                 See notes to consolidated financial statements.


                             ADVANCED PHOTONIX, INC.

                            STATEMENTS OF OPERATIONS

                                                    Three Months Ended                               Nine Months Ended
                                    ----------------------------------------------  ----------------------------------------------
                                       December 29, 2002       December 23, 2001       December 29, 2002       December 23, 2001
                                    ----------------------  ----------------------  ----------------------  ----------------------

SALES                                      $2,603,000              $1,629,000              $5,989,000              $5,268,000
Cost of goods sold                          1,737,000                 975,000               3,961,000               2,993,000
                                    ----------------------  ----------------------  ----------------------  ----------------------
GROSS PROFIT                                  866,000                 654,000               2,028,000               2,275,000

Research and development expenses             107,000                 102,000                 392,000                 356,000
Marketing and sales expenses                  271,000                 220,000                 728,000                 690,000
General and administrative expenses           454,000                 282,000               1,175,000                 837,000
Acquisition investigation expenses               --                   (14,000)                   --                   616,000

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

INCOME (LOSS) FROM OPERATIONS                  34,000                  64,000                (267,000)               (224,000)
                                    ----------------------  ----------------------  ----------------------  ----------------------

Interest income                                20,000                  34,000                  68,000                 171,000
Other, net                                      7,000                    --                     5,000                  (2,000)
                                    ----------------------  ----------------------  ----------------------  ----------------------

TOTAL OTHER INCOME                             27,000                  34,000                  73,000                 169,000
                                    ----------------------  ----------------------  ----------------------  ----------------------

NET INCOME (LOSS)                   $          61,000       $          98,000       $        (194,000)      $         (55,000)

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

Basic and Diluted Earnings (Loss)              $ .00                   $ .01                  $ (.02)                 $ (.00)
Per Share

Weighted Average Number                    12,251,000              12,243,000              12,250,000              12,241,000
of  Common Shares Outstanding

                 See notes to consolidated financial statements.


                             ADVANCED PHOTONIX, INC.

                            STATEMENTS OF CASH FLOWS

For the nine month period ended                                                     December 29, 2002       December 23, 2001

Net Loss                                                                               ($ 194,000)              ($ 55,000)
Adjustments to reconcile net loss to net cash provided by
operating activities:
     Depreciation                                                                         173,000                 151,000

     Amortization                                                                          28,000                  25,000

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

     Provision for Doubtful Accounts                                                       35,000                    --

     Provision for Obsolete Inventory                                                      68,000                    --

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

     Accounts receivable                                                                 (109,000)                 39,000

     Inventories                                                                          278,000                (583,000)

     Prepaid expenses and other current assets                                           (114,000)                   --

     Other assets                                                                        (233,000)                   --

     Accounts payable and accrued expenses                                                 39,000                 (83,000)
                                                                                 ------------------------ -----------------------

  Net cash provided by (used by) operating activities                                     (29,000)              1,006,000
                                                                                 ------------------------ -----------------------

Capital expenditures                                                                      (41,000)               (407,000)
Purchase of selected net assets of Silicon Sensors, LLC                                (1,799,000)                   --
                                                                                 ------------------------ -----------------------

  Net cash used by investing activities                                                (1,840,000)               (407,000)
                                                                                 ------------------------ -----------------------

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 IN CASH & CASH EQUIVALENTS                                                (1,859,000)                602,000

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                        3,083,000               3,907,000
                                                                                 ------------------------ -----------------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                            $ 1,224,000             $ 4,509,000
                                                                                 ======================== =======================
                 See notes to consolidated financial statements.


                             ADVANCED PHOTONIX, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                December 29, 2002


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 accounting principles
generally  accepted in the United States 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 intercompany 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 nine month periods ended
December  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,


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 final  purchase price was $1,718,675 in
cash plus the  assumption  of the Seller's  trade  accounts  payable and accrued
liabilities,  amounting to approx.  $282,000.  The Company  incurred  $79,000 of
expenses in connection with this acquisition.  In addition,  the Company entered
into a 3 year $225,000 non-compete agreement with the majority member of Silicon
Sensors, LLC and is recording monthly amortization expense of $6,250.


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  12,250,000  at December 29, 2002 and  12,241,000  at
December 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:


NOTE 3 - Continued

                                                     Nine Months Ended            Nine Months Ended
         BASIC                                       December 29, 2002            December 23, 2001
         -----                                       -----------------            -----------------
         Average Shares Outstanding                      12,250,000                   12,241,000
         Net Loss                                          (194,000)                     (55,000)
         Basic Loss Per Share                              ($  0.02)                     ($ 0.00)

         Average Shares Outstanding                      12,250,000                   12,241,000

         Net Effect of Dilutive Stock Options
           based on the treasury stock method
           using average market price                       240,000                       55,000

         Total Shares                                    12,490,000                   12,296,000

         Net Income (Loss)                                 (194,000)                     (55,000)
         Diluted Earnings Per Share                     anti-dilutive                 anti-dilutive

         Average Market Price of Common Stock              $  0.92                        $ 0.84
         Ending Market Price of Common Stock               $  0.83                        $ 0.65

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:

    Nine Months Ended December 29, 2002                  Nine Months Ended December 23, 2001
------------------------------------------           ------------------------------------------
    No. of Shares         Exercise Price                   No. of Shares      Exercise Price
  Underlying Options         Per Share                   Underlying Options      Per Share
------------------------------------------           ------------------------------------------
        16,000                 0.5000                           12,000             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

         5,000                 0.6875                            4,000             0.6875

       126,000                 0.7500                           88,000             0.7500

       266,006                 0.8000                          238,673             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
     1,786,224                                               1,075,373


NOTE 3 - Continued

Inventories:  Inventories consist of the following:

                                                        December 29, 2002
          Raw materials                                    $ 2,174,000
          Work in progress                                     756,000
          Finished products                                    314,000

          Total inventories                                $ 3,244,000

          Less reserve                                        (465,000)

          Inventories, net                                 $ 2,779,000


Statement of Financial  Accounting  Standards  No. 141  "Business  Combinations"
("SFAS No. 141") and No.142 , "Goodwill and Other Intangible  Assets" ("SFAS No.
142") were  issued by the  Financial  Accounting  Standards  Board in July 2001.
These  pronouncements  require the use of the purchase  method of accounting for
acquisitions  and they require that goodwill no longer be amortized,  but tested
for  impairment  on an annual basis.  These  pronouncements  were  effective for
financial  statements  for fiscal  years  beginning  after  December  31,  2001.
Accordingly,  the Company adopted the provisions of these  pronouncements 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,



In January 2003, the Company purchased all of the issued and outstanding  shares
of common stock of Texas Optoelectronics, Inc. ("TOI"), a privately owned custom
manufacturer of optoelectric  components and assemblies.  The purchase price was
1,000,000 shares of API Class A Common Stock,  subject to an adjustment based on
TOI's  financial  statements  as of January 17, 2003. At closing of the purchase
API  paid  off a debt of TOI in the  total  amount  of  $1,200,000  representing
principal and interest.


Item 2.  Management's Discussion and Analysis

Application of 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.

Our inventories are stated at the lower of cost (first-in,  first-out method) or
market.  Slow moving and  obsolete  inventories  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.


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.

The  Company's  net sales for the third  quarter ("Q3 03") and nine month period
("YTD  03")  ended  December  29,  2002,  were $2.6  million  and $6.0  million,
respectively.  As compared to the third quarter of the prior year ("Q3 02"), net
sales  increased by 60%, while year to date net sales  increased by 14% over the
same nine month period of the prior year ("YTD 02").

The  increase in net sales for the for both the quarter and year to date periods
was primarily due to higher volume in military  aerospace,  industrial  sensing,
and medical equipment and imaging  revenues,  as compared to the same periods in
the prior year.  As compared to fiscal year 2002,  sales to the medical  markets
increased  by 105%  for the  quarter  and by 14%  for the  year to date  period,
industrial  sensing revenues increased by 51% for the quarter and by 23% year to
date and  sales  to the  military  aerospace  markets  increased  by 53% for the
quarter and by 1% year to date.  Revenues from these three markets represent 98%
of total  revenues  year to date,  with  revenues  from the  industrial  sensing
markets accounting for 46% of total revenues,  military aerospace accounting for
34% of  total  revenues  and  medical  accounting  for  18% of  total  revenues.
Increased  revenues  resulting from the Company's recent  acquisition of Silicon
Sensors, Inc. ("SSI") accounted for approximately 66% of the quarterly increase.

Cost of goods sold  increased by $762,000 (78%) during the third quarter of 2003
and by $968,000 (32%) during year to date period as compared to the same periods
of the prior year. As a percentage of net sales,  cost of goods sold increased 7
percentage  points to 67% for Q3 03 and increased 9 percentage points to 66% for
YTD 03, as compared to the same periods of the prior year. Thus, gross margin as
a percentage of net sales was 33% for QTD 03 and 34% for YTD 03.  Throughout the
year, the Company has continued to realize  reduced gross margins as a result of
current  product  mix  and  increases  in  fixed  overhead  and  indirect  costs
associated   with  the   manufacturing   process.   In   particular,   increased
manufacturing  costs associated with SSI accounted for  approximately 36% of the
year to date variance.  The remainder is due primarily to higher material costs,
as a percentage of net sales,  associated with the current sales mix.  Increased
competitiveness  in the marketplace over the past year has caused the Company to
absorb increases in certain material costs while maintaining existing pricing in
an effort to generate  new  business as well as retain  existing  business.  The
Company  expects that current gross margin  percentage is indicative of what can
be expected for the remainder of the year.


Research and development  costs increased by $5,000, or 5%, in the third quarter
of 2003 as  compared  to third  quarter  of 2002.  Year to  date,  research  and
development  costs have  increased by $36,000,  or 10%, as compared to the prior
year.  The slight  increase in research and  development  costs  continues to be
attributable  to  variable  expenditures  associated  with  current  development
projects,  including those related to the continual improvement of the Company's
current lines of avalanche  photodiode and core business  products.  The Company
expects  research  and  development  costs  to  remain  relatively  flat for the
remainder of the year and does not anticipate any notable increases or decreases
from the current level.  However,  should the level of activity  associated with
customer-requested  development contracts increase  significantly,  research and
development costs may increase as well.

Marketing and sales expenses increased by $51,000 (23%) to $271,000 in the third
quarter of 2003  compared to Q3 02 and by $38,000 (6%) to $728,000 year to date,
as compared to YTD 02. The increase in both  quarterly  and year to date expense
is primarily attributable to increased absorption of expenses resulting from the
Company's recently acquired  subsidiary,  SSI (see Note 2). Excluding the impact
of the SSI expenses, year to date marketing and sales expenses were $25,000 less
than the prior year, as a result of both  decreased  recruitment  expenses and a
reduction in commissions paid to outside sales representatives. Due to continued
corporate expansion, the Company expects to see continued increases in marketing
and sales expenses throughout the remainder of the year.

General and  administrative  expenses increased by $172,000 (61%) to $454,000 in
Q3 03 as compared to $282,000 in Q3 02. Year to date, general and administrative
expenses  increased by $338,000  (40%) to $1,175,000 as compared to $837,000 for
YTD 02. The increase in quarterly expenses is directly attributable to increased
general and  administrative  expenses  incurred as a result of the  acquired SSI
subsidiary.  Excluding the impact of the acquisition, general and administrative
expenses  remained  flat in Q3 03 and  increased  by  $105,000  for  YTD 03,  as
compared  to the same  periods of the prior  year.  The  increase in general and
administrative  expenses  for the  year to date  period  continues  to be due to
increased insurance,  depreciation,  consultant and legal expenses over the same
period in the prior year.  As  indicated  in previous  reports,  the Company has
experienced significant 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 of approximately $61,000 associated with consultant and legal fees, due
to the development and implementation of a shareholder  rights agreement,  which
was implemented in the second quarter of fiscal year 2003.

Interest  income  for the  quarter  was  $20,000,  or  $14,000  less than Q3 02.
Interest  income for the year to date period was $68,000,  or $103,000 less than
the same period in the prior year. The decrease in interest  income is primarily
due to  consistently  lower  interest  rates in addition to lower cash  reserves
available for investment.

Net income for the third quarter of 2002 was $61,000,  or $37,000 lower than net
income of $98,000  reported in Q3 02. Year to date,  the  Company's  net loss of
($194,000) is $139,000  greater than the net loss of ($55,000)  reported for the
same period in the prior year.


At December  29, 2002 , the Company had cash,  cash  equivalents  and short term
investments  of  $2.2  million  and  working  capital  of $6.1  million,  and an
accumulated  deficit of $18.2 million.  The Company's cash, cash equivalents and
short-term  investments  decreased by $1.9 million  during the nine months ended
December  29, 2002.  $10,000 was  obtained  through the exercise and issuance of
stock options and $29,000 was used by operating activities. $41,000 was used for
capital  expenditures  and $1.8 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.  The Company has one capital  project
scheduled at this time and expects capital outlays of approximately  $70,000 for
costs  associated  with the  installation of a  wide-area-network  communication
system  throughout  the  remainder  of the year.  However,  the Company does not
anticipate any other significant expenditures for capital items, as there are no
additional 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 December 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.

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


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,  risks
associated  with the  integration  of newly acquired  businesses,  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,   the
availability of other competing technologies and a decline in the general demand
for optoelectronic products.


                            PART II OTHER INFORMATION

Items 1-5

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

(b)      Reports on Form 8-K


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.

Date:    February 11, 2003                      /s/ Richard Kurtz
         -----------------                      -----------------------
                                                Richard Kurtz
                                                Chief Executive Officer

                                                /s/ Paul D. Ludwig
                                                Paul D. Ludwig

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