Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)
                      THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 28, 2003


                     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 7, 2003, 13,430,759 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)

              Consolidated Balance Sheet at September 28, 2003                                    3 - 4

              Consolidated Statements of Operations for the three and six month periods             5
                ended September 28, 2003 and September 29, 2002

              Consolidated Statements of Cash Flows for the six month periods                       6
                ended September 28, 2003 and September 29, 2002

              Notes to Consolidated 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                                                                            16


                             ADVANCED PHOTONIX, INC.

                           CONSOLIDATED BALANCE SHEET
                              AT SEPTEMBER 28, 2003

Cash and cash equivalents                                                              $              757,000
Short-term investments                                                                              1,700,000
Accounts receivable, less allowance of $81,000                                                      2,459,000
Inventories                                                                                         2,403,000
Prepaid expenses and other current assets                                                             272,000
         Total Current Assets                                                                       7,591,000

EQUIPMENT AND LEASEHOLD IMPROVEMENTS, at cost                                                       4,885,000
Less accumulated depreciation and amortization                                                     (3,368,000)
         Total Equipment and Leasehold Improvements                                                 1,517,000

Goodwill, net of accumulated amortization of $353,000                                               2,439,000
Patents, net of accumulated amortization of $46,000                                                    18,000
Non-Compete Agreement, net of accumulated amortization of $81,000                                      69,000
Other                                                                                                  24,000
         Total Other Assets                                                                         2,550,000
TOTAL ASSETS                                                                           $           11,658,000

                 See notes to consolidated financial statements.


                             ADVANCED PHOTONIX, INC.

                     CONSOLIDATED BALANCE SHEET - Continued
                              AT SEPTEMBER 28, 2003


Line of credit                                                                         $            1,200,000
Accounts payable                                                                                      565,000
Accrued salaries, wages and benefits                                                                  304,000
Current portion of capital lease payable                                                               43,000
Note payable                                                                                            8,000
Other accrued expenses                                                                                260,000
         Total Current Liabilities                                                                  2,380,000

Capital lease payable, net of current portion                                                           4,000
Class A redeemable convertible preferred stock, $.001 par value;                                       32,000
     780,000 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, other than Class A redeemable convertible
Class A common stock, $.001 par value; 50,000,000 shares  authorized;                                  13,000
     13,430,759 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                                                                         27,671,000
Accumulated Deficit                                                                               (18,442,000)
             Total Shareholders' Equity                                                             9,242,000
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                             $           11,658,000

                 See notes to consolidated financial statements.


                             ADVANCED PHOTONIX, INC.


                                                     Three Months Ended                              Six Months Ended
                                          September 28, 2003     September 29, 2002     September 28, 2003     September 29, 2002

SALES                                          $3,256,000             $1,838,000             $5,903,000             $3,386,000
Cost of goods sold                              2,131,000              1,307,000              3,906,000              2,224,000
                                          --------------------   --------------------   --------------------   --------------------
GROSS PROFIT                                    1,125,000                531,000              1,997,000              1,162,000

Research and development expenses                  80,000                144,000                157,000                286,000
Sales and marketing expenses                      285,000                224,000                527,000                457,000
General and administrative expenses               534,000                413,000                977,000                720,000
                                          --------------------   --------------------   --------------------   --------------------

INCOME (LOSS) FROM OPERATIONS                     226,000               (250,000)               336,000               (301,000)
                                          --------------------   --------------------   --------------------   --------------------

Interest income                                     5,000                 20,000                 10,000                 48,000
Interest expense                                   (8,000)                  --                  (17,000)                  --
Other, net                                          3,000                 (2,000)                 9,000                 (2,000)

                                          --------------------   --------------------   --------------------   --------------------
TOTAL OTHER INCOME                                   --                   18,000                  2,000                 46,000
                                          --------------------   --------------------   --------------------   --------------------

NET INCOME (LOSS)                               $ 226,000              ($232,000)             $ 338,000              ($255,000)

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

Basic Income (Loss) Per Share                       $ .02                 ($ .02)                 $ .03                 ($ .02)

Diluted Income (Loss) Per Share                     $ .02                 ($ .02)                 $ .02                 ($ .02)

Weighted Average Shares Outstanding              13,449,000             12,251,000             13,428,000             12,249,000

                 See notes to consolidated financial statements.


                             ADVANCED PHOTONIX, INC.


For the six month periods ended                                                    September 28, 2003        September 29, 2002
Net Income (Loss)                                                                       $ 338,000                ($ 255,000)
Adjustments to reconcile net income (loss) to net cash
  provided by(used by) operating activities:
     Depreciation                                                                         156,000                   107,000
     Amortization                                                                          38,000                     2,000
     Provision for doubtful accounts                                                        8,000                       --
     Provision for obsolete inventory                                                      53,000                       --
Changes in operating assets and liabilities:
     Short-term investments                                                              (300,000)                      --
     Accounts receivable                                                                 (263,000)                  252,000
     Inventories                                                                          172,000                    14,000
     Prepaid expenses and other current assets                                             44,000                     9,000
     Other assets                                                                         (29,000)                 (192,000)
     Accounts payable and accrued expenses                                               (277,000)                  (54,000)

                                                                                 ------------------------  ------------------------
  Net cash used by operating activities                                                   (60,000)                 (117,000)
                                                                                 ------------------------  ------------------------

Capital expenditures                                                                     (131,000)                  (57,000)
Purchase of selected net assets of Silicon Sensors, LLC                                       --                 (1,799,000)

                                                                                 ------------------------  ------------------------
  Net cash used by investing activities                                                  (131,000)               (1,856,000)
                                                                                 ------------------------  ------------------------

Proceeds from issuance of stock options                                                       --                      5,000
Proceeds from exercise of stock options                                                    46,000                     5,000

                                                                                 ------------------------  ------------------------
  Net cash provided by financing activities                                                46,000                    10,000
                                                                                 ------------------------  ------------------------

NET DECREASE IN CASH & CASH EQUIVALENTS                                                  (145,000)               (1,963,000)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                          902,000                 3,083,000

                                                                                 ------------------------  ------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                              $ 757,000               $ 1,120,000
                                                                                 ========================  ========================

                 See notes to consolidated financial statements.


                             ADVANCED PHOTONIX, INC.
                               September 28, 2003


The  accompanying   unaudited  consolidated  financial  statements  include  the
accounts of Advanced  Photonix,  Inc. ("the  Company") and the Company's  wholly
owned  subsidiaries,  Silicon Sensors,  Inc. ("SSI") and Texas  Optoelectronics,
Inc.  ("TOI") (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 six month period ended  September  28, 2003 are not  necessarily
indicative  of the results that may be expected for the fiscal year ending March
28, 2004. 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 30, 2003.


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 $1,718,675 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.

On January 17, 2003,  the Company  purchased  all of the issued and  outstanding
shares  of  common  stock of TOI,  a  privately  owned  custom  manufacturer  of
opto-electric components and assemblies. The purchase price was 1,059,110 shares
of API Class A Common Stock  (issued at $0.92 per share) and repayment of a debt
of TOI in the amount of $1,200,000 representing principal and interest.



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  13,428,000 at September  28, 2003 and  12,249,000 at
September 29, 2002. 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
                                      September 28, 2003     September 29, 2002
                                      ------------------     ------------------
Average Shares Outstanding                13,428,000             12,249,000
Net Income (Loss)                            338,000               (255,000)
Basic Income (Loss) Per Share                $  0.03               ($  0.02)

Average Shares Outstanding                13,428,000             12,249,000
Net Effect of Dilutive Stock Options
  based on the treasury stock method
  using average market price                 286,000                292,000

Total Shares                              13,714,000             12,541,000
Net Income (Loss)                            338,000               (255,000)
Diluted Earnings Per Share                   $  0.02            anti-dilutive

Average Market Price of Common Stock         $  1.14                 $ 0.98
Ending Market Price of Common Stock          $  1.41                 $ 0.85

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:


NOTE 3 - Continued

Six Months Ended September 28, 2003         Six Months Ended September 29, 2002
-----------------------------------         -----------------------------------
  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
     56,000             0.5630                  126,000             0.5630
     65,000             0.6100                   25,000             0.6100
        500             0.6250                      500             0.6250
     36,000             0.6500                        -             0.6500
    226,668             0.6700                  416,668             0.6700
      5,000             0.6875                    4,000             0.6875
     56,000             0.7500                  126,000             0.7500
    238,000             0.8000                  266,006             0.8000
     77,500             0.8600                   76,250             0.8600
          -             1.0000                   75,000             1.0000
     14,900             1.1875                   14,500             1.1875
     58,300             1.2500                   74,800             1.2500
      4,000             1.6250                    4,000             1.6250
     88,000             1.8750                   66,000             1.8750
     30,500             2.5000                   35,500             2.5000
          -             3.0000                    8,000             3.0000
      1,000             3.0940                    1,000             3.0940
    350,000             3.1875                  400,000             3.1875
     50,000             5.3440                   50,000             5.3440
-----------------------------------         -----------------------------------
  1,373,368                                   1,781,224
===================================         ===================================

Inventories:  Inventories consist of the following:

                                                             September 28, 2003

          Raw materials                                          $ 2,572,000
          Work in progress                                         1,003,000
          Finished products                                          188,000
          Total inventories                                        3,763,000
          Less reserve                                              (852,000)
          Progress bill and customer prepaid inventory              (508,000)

          Inventories, net                                       $ 2,403,000



In June 2002, the Financial Accounting Standards Board ("FASB") issued Statement
on Financial  Accounting Standard ("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 adopted the provisions of SFAS 146 on January 1, 2003.

In  December  2002,  the  FASB  issued  SFAS  148  "Accounting  for  Stock-Based
Compensation--Transition and Disclosure", an amendment of FASB Statement No. 123
"Accounting for Stock-Based  Compensation" This Statement  provides  alternative
methods of transition  for a voluntary  change to the fair value based method of
accounting for stock-based employee  compensation.  In addition,  this Statement
amends the disclosure  requirements  of Statement 123 to require  disclosures in
both annual and interim financial  statements about the method of accounting for
stock-based employee  compensation and the effect of the method used on reported
results. The Company adopted SFAS 148 on January 1, 2003.

In  May  2003  the  FASB  issued  SFAS  150  Accounting  for  Certain  Financial
Instruments with  Characteristics of both Liabilities and Equity. This Statement
establishes  standards  for  how an  issuer  of debt or  equity  classifies  and
measures certain financial  instruments with characteristics of both liabilities
and equity.  It requires that an issuer classify a financial  instrument that is
within its scope as a  liability  (or an asset in some  circumstances).  Many of
those  instruments  were  previously  classified  as equity.  This  Statement is
effective for financial instruments entered into or modified after May 31, 2003,
and  otherwise  is  effective  at the  beginning  of the  first  interim  period
beginning after June 15, 2003.

In January 2003 the FASB issued  Interpretation  46  "Consolidation  of Variable
Interest  Entities,  an  interpretation  of ARB  No.  51".  This  Interpretation
requires  a Company to  consolidate  the  financial  statements  of a  "Variable
Interest  Entity"  ("VIE"),  sometimes also known as a "special purpose entity",
even if the entity  does not hold a majority  equity  interest  in the VIE.  The
Interpretation  requires  that  if a  business  enterprise  has  a  "controlling
financial  interest"  in a VIE,  the  assets,  liabilities,  and  results of the
activities of the VIE should be included in  consolidated  financial  statements
with  those  of the  business  enterprise,  even if it holds a  minority  equity
position.  This  Interpretation was effective  immediately for all VIE's created
after January 31, 2003;  for the first fiscal year or interim  period  beginning
after June 15, 2003 for VIE's in which a Company holds a variable  interest that
it acquired before February 1, 2003.

The  adoption  of these  pronouncements  will not have a material  effect on the
Company's financial position, results from operations or cash flows.


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;  which is generally the date of shipment.  Sales are
recorded net of sales returns and discounts.  We recognize revenue in accordance
with Staff  Accounting  Bulletin  No. 101,  "Revenue  Recognition  in  Financial

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 standard cost (which  approximates  the first-in,
first-out method) or market.  Slow moving and obsolete  inventories are analyzed
quarterly.  To  calculate  a reserve  for  obsolescence,  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 production,  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 reserved for.  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  where
appropriate.  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  consolidated  net product sales for the second  quarter ("Q2 04")
and six month period ("YTD 04") ended  September 28, 2003,  were $3.256  million
and $5.903 million, respectively. Net sales increased by $1.418 million, or 77%,
as  compared  to the  second  quarter  of the prior year ("Q2 03") and by $2.517
million, or 74% as compared to the same six month period of the prior year ("YTD

The  increase in revenues  for both the quarter and year to date periods was due
in part to the Company's  acquisitions during the past year and was reflected in
four of our principal market segments:  military/aerospace,  industrial sensing,
medical and automotive.  Sales to the military/  aerospace  markets increased by
134% over Q2 03 and by 88% over YTD 03. Similarly,  sales to the medical markets
increased  by 110% and 88% over the same quarter and year to date periods in the
prior year.  Sales to industrial  sensing  customers  increased 44% for both the
quarter and year to date periods and sales to the automotive markets, which were
minimal prior to acquisitions, increased 603% and 649% over the Q2 03 and YTD 03
periods,  respectively.  As  a  percentage  of  total  year  to  date  revenues,
industrial  sensing  accounts for 39%,  military/aerospace  for 38%, medical for
15%, and automotive for 7% (compared to 47%, 36%, 14%, and 1% respectively,  for
the same six month period of the prior year).  We continue to expect total sales
to increase  by  approximately  40% in fiscal  2004 as compared to fiscal  2003.
However,   as  the  acquisitions  of  both  Silicon  Sensors,   Inc.  and  Texas
Optoelectronics,  Inc.  were  consummated  during the latter half of fiscal 2003
(see Note 2), we expect that the quarter  over quarter  percentage  increases in
revenues will decline,  as future quarters will be compared to  post-acquisition
sales, rather than pre-acquisition revenues reported during the first six months
of fiscal  2003.  In  addition,  sales may vary  significantly  on a quarter  to
quarter basis due to changes in customer delivery and production schedules.


Cost of product  sales  increased  by $824,000  (63%) during Q2 04 and by $1.682
million (76%) during YTD 04 as compared to Q2 03 and YTD 03, respectively.  As a
result of increased  revenues,  cost of goods sold stated as a percentage of net
sales  decreased  to 65% during Q2 04, as compared to 71% in Q2 03. For the year
over year comparison,  cost of sales remained flat at 66%,  resulting in year to
date  gross  margin of 34%.  The  Company  finalized  the  closing  of the Texas
Optoelectronics  location  during the first quarter of fiscal 2004 and has fully
completed the  integration  of that business into its  California  and Wisconsin
facilities. As a result, the current cost of sales includes all of the fixed and
variable  expenses  associated  with  operating two  facilities  and the Company
expects  that the year to date gross margin  stated as a percentage  of sales is
indicative  of what can be expected for the remainder of the fiscal year and may
improve slightly as revenues increase, allowing for the absorption of more fixed


Research and development costs decreased by $64,000 (44%) to $80,000 in Q2 04 as
compared to Q2 03, and by $129,000 (45%) year to date. The decrease in R&D costs
continues to be due to the Company's  execution of its plan to  restructure  the
R&D department, with the focus being placed on those projects which offer higher
commercial  potential.  During the  remainder  of the fiscal  year,  the Company
expects to see continued decreases in R&D expenditures, similar to what has been
experienced  year  to  date,  and  expects  that  quarterly  R&D  expenses  will
approximate  the amounts  recognized in the first and second  quarters of fiscal
2004. However, R&D costs may fluctuate,  should the level of activity associated
with  new  product  development  projects  or   customer-requested   development
contracts change significantly.

Marketing  and sales  expenses  increased by $61,000  (27%) to $285,000 in Q2 04
compared to Q2 03 and by $70,000 (15%) to $527,000 in YTD 04 compared to YTD 03.
As a percentage  of sales,  marketing and sales  expenses  represent 9% of total
revenue for both the quarterly and year to date periods,  as compared to 12% for
Q2 03 and 14% for YTD 03.  As  expected,  the  increases  realized  for both the
quarter  and  year  to date  periods  are  primarily  due to  increased  salary,
commission and travel expenses over fiscal 2003. Subsequent to its acquisitions,
the Company implemented plans to consolidate the marketing and sales departments
and coordinate its efforts between  facilities.  Thus, as certain  expenses were
expected  to  increase,  they have been more  than  offset by  savings  realized
through consolidation.  As with R&D expenses, the Company expects that marketing
and sales expenses for the remainder of fiscal 2004 will approximate the amounts
recognized  during the first  half of the year and will  continue  to  represent
approximately 9% of total revenues.

General and  administrative  expenses increased by $121,000 (29%) to $534,000 in
Q2 04 as compared to Q2 03. Year to date,  general and  administrative  expenses
increased by $257,000 (36%) to $977,000 as compared to the same six month period
of fiscal 2003. As with marketing and sales  expenses,  the Company has achieved
general and administrative savings through consolidation and coordination of its
subsidiaries  and,  expressed  as  a  percentage  of  net  sales,   general  and
administrative expenses decreased to 16% for both the quarterly and year to date
periods, as compared to 23% and 21% in Q2 03 and YTD 03,  respectively.  The net
increases in general and administrative expenses for both the quarterly and year
to date periods are primarily due to increased salary,  depreciation,  insurance
and outside service/consultant expenses over the same periods in the prior year,
and represent  additional  costs absorbed  through  acquisition  which have been
offset with savings through consolidation.  The Company expects that general and
administrative  expenses will increase only slightly throughout the remainder of
the fiscal year and will continue to approximate 16% of net revenues.

The Company  reported  net income of $226,000 and $338,000 for Q2 04 and YTD 04,
respectively,  as compared to net losses of ($232,000)  and ($255,000) for Q2 03
and YTD 03, respectively.



At September 28, 2003,  the Company had cash,  cash  equivalents  and short term
investments of $2.5 million, working capital of $5.2 million, and an accumulated
deficit of $18.4 million.  The Company's cash and cash equivalents  decreased by
$145,000 during the six months ended  September 28, 2003. Cash obtained  through
operating activities totaled $240,000 before transferring $300,000 to short term
investments.  Operating  cash flow was  significantly  impacted by  increases in
accounts  receivable  and  reductions  in accounts  payable which were offset by
reductions in cash outlays for inventory and prepaid expenses and other non cash
items.  $46,000 was obtained  through the exercise of stock options and $131,000
was used for capital  expenditures,  due primarily to computer and manufacturing
equipment upgrades.

The Company is exposed to interest rate risk for marketable  securities.  Due to
continually  declining  interest rates available to the Company  pursuant to its
investment  policy,  the  Company  was able to achieve the best yields on liquid
money market and equity fund accounts and thus  transferred  the majority of its
available cash reserves from longer term investment instruments to such accounts
during the past year. At September 28, 2003,  the Company held $1.7 million in a
highly  liquid  equity fund account  which  carries an average  interest rate of
1.2%. During 2004, the Company will continue to monitor available interest rates
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,  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,  the availability of other competing  technologies and a decline in the
general demand for optoelectronic products.


                            PART II OTHER INFORMATION

Items  1 - 3

Item 4   Submission of Matters to a Vote of Security Holders
     The Company's Annual Stockholders  Meeting was held on August 22, 2003. 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                         11,673,801           213,220

M. Scott Farese                          11,700,737           186,284

Ward Harper                              11,649,587           237,434

Stephen P. Soltwedel                     11,695,387           191,634

Item 5   Other Information

Item 6   Exhibits and Reports on Form 8-K
(a)  Exhibits

         31.1      Certification of the Registrant's Chairman, Chief Executive
                   Officer, and Director pursuant to Section 302 of the
                   Sarbanes-Oxley Act of 2002

         31.2      Certification of the Registrant's  Chief Financial Officer
                   and Secretary  pursuant to Section 302 of the  Sarbanes-Oxley
                   Act of 2002

         31.3      Certification of the Registrant's President pursuant to
                   Section 302 of the Sarbanes-Oxley Act of 2002

         32.1      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

The  Company  filed form 8-K on August 13,  2003 to report  that it had issued a
press release dated August 12, 2003 announcing financial results for the quarter
ended June 29, 2003.



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:    November 11, 2003              /s/ Richard D. Kurtz
         -----------------              ---------------------------------
                                        Richard D. Kurtz
                                        Chairman, Chief Executive Officer
                                          and Director

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

                                        /s/ Paul D. Ludwig
                                        Paul D. Ludwig