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 December 23, 2001

                                       OR

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



                           Commission file no. 1-11056

                             ADVANCED PHOTONIX, INC.

                  Incorporated pursuant to the Laws of Delaware



                   IRS Employer Identification No. 33-0325826

                     1240 Avenida Acaso, Camarillo, CA 93012

                                 (805) 987-0146



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

On February 1, 2002, 12,211,648 shares of Class A Common Stock, $.001 par value,
and 31,691 shares of Class B Common Stock, $.001 par value, were outstanding.





                             ADVANCED PHOTONIX, INC.

                                      INDEX


                                                                          PAGE
PART I      FINANCIAL INFORMATION

  Item 1.   Financial Statements (Unaudited)

            Balance Sheet at December 23, 2001                            3 - 4

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

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

            Notes to Financial Statements                                 7 - 8

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

PART II     OTHER INFORMATION                                              12

            SIGNATURES                                                     13





                                      -2-





                             ADVANCED PHOTONIX, INC.

                                  BALANCE SHEET
                              AT DECEMBER 23, 2001
                                   (UNAUDITED)


---------------------------------------------------------------------------------------------------------
                                                                         
ASSETS
CURRENT ASSETS
Cash and cash equivalents                                                   $           4,509,000
Accounts receivable, less allowance of $6,000                                           1,128,000
Inventories                                                                             2,310,000
Prepaid expenses and other current assets                                                 134,000
                                                                            -----------------------------
         Total Current Assets                                                           8,081,000
                                                                            -----------------------------

EQUIPMENT AND LEASEHOLD IMPROVEMENTS, at cost                                           3,663,000
Less accumulated depreciation and amortization                                         (2,971,000)
                                                                            -----------------------------
         Total Equipment and Leasehold Improvements                                       692,000
                                                                            -----------------------------

OTHER ASSETS
Goodwill, net of accumulated amortization of $344,000                                     491,000
Patents, net of accumulated amortization of $40,000                                        24,000
Other                                                                                      24,000
                                                                            -----------------------------
         Total Other Assets                                                               539,000
                                                                            -----------------------------
TOTAL ASSETS                                                                $           9,312,000
                                                                            =============================








                       See notes to financial statements.


                                      -3-





                             ADVANCED PHOTONIX, INC.

                                  BALANCE SHEET
                              AT DECEMBER 23, 2001
                                   (UNAUDITED)

----------------------------------------------------------------------------------------------------
                                                                      
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable                                                         $             219,000
Accrued expenses:
         Salaries and employee benefits                                                198,000
         Warranty                                                                       23,000
                                                                         ---------------------------
         Total Current Liabilities                                                     440,000
                                                                         ---------------------------

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
    12,211,648 shares issued and outstanding
Class B common stock, $.001 par value; 4,420,113 shares authorized;                       --
    31,691 shares issued and outstanding

Additional paid-in capital                                                          26,576,000
Accumulated Deficit                                                                (17,748,000)
                                                                         ---------------------------
         Total Shareholders' Equity                                                  8,872,000
                                                                         ---------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                               $           9,312,000
                                                                         ===========================


                       See notes to financial statements.


                                      -4-






                             ADVANCED PHOTONIX, INC.

                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                    Three Months Ended                               Nine Months Ended
                                       ----------------------------------------------  ---------------------------------------------
                                          December 23, 2001       December 24, 2000       December 23, 2001       December 24, 2000
                                       ----------------------  ----------------------  ----------------------  ---------------------
                                                                                                          
SALES                                         $1,629,000              $1,788,000              $5,268,000              $5,219,000
Cost of goods sold                               975,000               1,146,000               2,993,000               3,246,000
                                       ----------------------  ----------------------  ----------------------  ---------------------
GROSS PROFIT                                     654,000                 642,000               2,275,000               1,973,000

Research and development expenses                102,000                 168,000                 356,000                 403,000
Marketing and sales expenses                     220,000                 198,000                 690,000                 670,000
General and administrative expenses              282,000                 251,000                 837,000                 798,000
Acquisition investigation expenses               (14,000)                   --                   616,000                    --
                                       ----------------------  ----------------------  ----------------------  ---------------------
INCOME (LOSS) FROM OPERATIONS                     64,000                  25,000                (224,000)                102,000
                                       ----------------------  ----------------------  ----------------------  ---------------------

OTHER INCOME
Interest income                                   34,000                 100,000                 171,000                 246,000
Other, net                                          --                      --                    (2,000)                 (4,000)
                                       ----------------------  ----------------------  ----------------------  ---------------------
TOTAL OTHER INCOME                                34,000                 100,000                 169,000                 242,000
                                       ----------------------  ----------------------  ----------------------  ---------------------


NET INCOME (LOSS)                             $   98,000              $  125,000              $  (55,000)             $  344,000
                                       ======================  ======================  ======================  =====================

Basic and Diluted Earnings (Loss)                $  .01                  $  .01                  $ (.00)                 $  .03
Per Share

Weighted Average Number                       12,243,000              12,231,000              12,241,000              12,180,000
of  Common Shares Outstanding



                                                   See notes to financial statements.


                                      -5-





                             ADVANCED PHOTONIX, INC.

                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

For the nine month period ended                                                     December 23, 2001       December 24, 2000
---------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
                                                                                                           
Net Income (Loss)                                                                       ($ 55,000)               $ 344,000

Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
     Depreciation                                                                         151,000                  171,000
     Amortization                                                                          25,000                   30,000
     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                  748,000
     Accounts receivable                                                                   39,000                    8,000
     Inventories                                                                         (583,000)                (119,000)
     Prepaid expenses and other current assets                                               --                   (496,000)
     Accounts payable and accrued expenses                                                (83,000)                (306,000)

                                                                                 ------------------------ -----------------------
  Net cash provided by operating activities                                              1,006,000                 380,000
                                                                                 ------------------------ -----------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures                                                                      (407,000)               (100,000)
                                                                                 ------------------------ -----------------------
  Net cash used by investing activities                                                   (407,000)               (100,000)
                                                                                 ------------------------ -----------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of stock options                                                      3,000                 146,000
                                                                                 ------------------------ -----------------------
  Net cash provided by financing activities                                                  3,000                 146,000
                                                                                 ------------------------ -----------------------

NET INCREASE  IN CASH & CASH EQUIVALENTS                                                   602,000                 426,000
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                         3,907,000               3,309,000
                                                                                 ------------------------ -----------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                             $ 4,509,000             $ 3,735,000
                                                                                 ======================== =======================



                                                  See notes to financial statements.


                                      -6-



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

NOTE 1 - BASIS OF PRESENTATION

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


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Net  Income  (Loss)  Per  Share:  Net  income  (loss)  per share is based on the
weighted  average  number of common shares  outstanding.  Such weighted  average
shares were  approximately  12,241,000  at December 23, 2001 and  12,180,000  at
December 24, 2000.  Net income (loss) per share  calculations  are in accordance
with Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings per
Share" (SFAS 128). Accordingly,  "basic" net income (loss) per share is computed
by  dividing  net  income  (loss)  by the  weighted  average  number  of  shares
outstanding  for the year.  "Diluted"  net income  (loss) per share has not been
presented in the  financial  statements  as the impact is either not material or
anti-dilutive.











                                      -7-



NOTE 2 - Continued


The following  stock  options  granted to Company  employees and directors  were
excluded from the calculation of earnings per share in the financial  statements
because they were anti-dilutive:

         No. of Shares                 Exercise Price
       Underlying Options                 Per Share
---------------------------------- ------------------------
               4,000                        .6875
              88,000                        .7500
             238,673                        .8000
              50,000                       1.0000
              13,900                       1.1875
              59,200                       1.2500
               4,000                       1.5000
               4,000                       1.6250
              44,000                       1.8750
              35,600                       2.5000
               8,000                       3.0000
                 500                       3.0940
             400,000                       3.1875
              25,000                       5.3440
---------------------------------- ------------------------
             974,873
================================== ========================



Inventories:  Inventories consist of the following:

                                               December 23, 2001
                                       ----------------------------------
          Raw materials                          $   753,000
          Work in progress                         1,213,000
          Finished products                          344,000
                                       ----------------------------------
                                                 $ 2,310,000
                                       ==================================














                                      -8-



Item 2.  Management's Discussion and Analysis

RESULTS OF OPERATIONS

The  Company's  net sales for the third  quarter ("Q3 02") and nine month period
("YTD  02")  ended  December  23,  2001,  were $1.6  million  and $5.3  million,
respectively.  As compared to the third quarter of the prior year ("Q3 01"), net
sales  decreased  by 9%,  while year to date net sales  increased by 1% over the
same nine month period of the prior year ("YTD 01").

The decrease in net sales for the quarter was  primarily  due to lower volume in
military  aerospace and industrial  sensing revenues and was partially offset by
increases in the medical equipment and imaging markets,  as compared to the same
period  in  the  prior  year.  Although  quarterly  sales  to the  military  and
industrial  sensing markets  declined by 22% and 5%  respectively,  sales to the
medical  markets  increased by 18% over Q3 01. On an ongoing basis,  the Company
has continued to compete for military aerospace  contracts,  which are dependent
on funding from the United States  government.  Year to date,  military revenues
have  increased  8% over the prior  year and  represent  37% of total  revenues.
Although  military  revenues  have  fluctuated  significantly  in the past,  the
Company  anticipates  continued  increases  in  military  aerospace  revenues as
government  spending increases and additional  government  military programs are
approved.

For both the quarter and year to date,  the Company has  continued  to recognize
increases in the medical equipment and imaging markets. As compared to the prior
year, sales to the medical markets have increased by 18% and 50% for the quarter
and  year to date  periods  respectively.  Total  sales to the  medical  markets
accounted for 19% of total revenues for the third quarter of 2002 and for 18% of
total  revenues for the first three quarters of 2002, as compared to 15% and 12%
for the same periods in the prior year. Continuous  improvements made by medical
equipment  manufacturers  in  technology  and design have  resulted in increased
demand for the Company's  products in those markets.  The Company expects to see
continued  increases  in sales to the medical  markets as it realizes  increased
demand  for its  custom  designed  products  and its  ability  to respond to the
demands of the rapidly changing marketplace.

Cost of sales  decreased by $171,000  (15%) in the third  quarter of 2002 and by
$253,000 (8%) for the year to date period as compared to the same periods of the
prior year.  Throughout the year, the Company has continued to realize  improved
gross margins as a result of measures  taken to cut costs and reduce  production
overhead.  The improved  efficiencies  have resulted in a gross profit margin of
40% for the third quarter of 2002,  an increase of 4 percentage  points over the
prior  year and a gross  profit  margin of 43% for the year to date  period,  an
increase of 5 percentage points over the same period in the prior year.

Research  and  development  costs  decreased  by  $66,000,  or 39%, in the third
quarter of 2002 as compared to the third quarter of 2001. Year to date, research
and  development  costs have  decreased  by $47,000,  or 12%, as compared to the
prior year. The reduction in research and development expenses are primarily due
to variable expenditures associated with current development projects, including
reduced  material  costs and  overhead  rates as compared to the prior year.  As
described  in the past,  research  and  development  costs may  continue to vary
significantly,  due  to  the  level  of  activity  associated  with  development
contracts  as well as the number  and  complexity  of new  process  and  product
development projects, the qualification of new process developments and customer
evaluation and acceptance of new products.

                                      -9-


Marketing and sales expenses increased by $22,000 (11%) to $220,000 in the third
quarter of 2002  compared to Q3 01 and by $20,000 (3%) to $690,000 year to date,
as  compared  to YTD  01.  The  increase  in  quarterly  expenses  is  primarily
attributable  to increased  advertising  and trade show  expenses  over the same
period in the prior year.  Although the Company has maintained  its  advertising
budget  for the year,  the  timing  and  placement  of ads from year to year has
changed  in an  effort to  broaden  the  potential  customer  base by  targeting
specific  publications  and  issues.  Likewise,  the  timing of trade  shows and
expenses has changed from year to year.  Year to date,  the overall  increase in
marketing  and sales expense is due to employment  related  expenses,  including
increased  commission  expenses,  resulting  from the  addition of a Director of
Sales  during the year.  The Company  will attend one more trade show during the
remainder of the fiscal year and will continue to focus on its plan of increased
print  media  advertising.  It is  expected  that  overall  marketing  and sales
expenses will remain at the same level for the remainder of the fiscal year.

General and administrative  expenses increased $31,000 (12%) to $282,000 for the
third  quarter  of  2002  as  compared  to Q3  01.  Year  to  date  general  and
administrative expenses increased by $39,000 (5%) to $837,000 as compared to the
same nine month period in 2001.  Both the quarterly  and year to date  increases
are mainly due to increased labor,  insurance,  and depreciation  expenses.  The
increased  labor expenses are due to personnel  promotions and transfers  within
the company,  whereby  labor  previously  considered to be direct labor (cost of
sales) is now considered to be general and administrative  (overhead) due to the
job duties  involved.  In addition,  the company has seen dramatic  increases in
corporate  insurance expenses during the year,  accounting for approximately 33%
of the year to date  variance.  Increased  depreciation  expenses are due to the
installation of a new computer  system during the quarter.  All of the increases
have been  partially  offset by reductions  in other general and  administrative
expenses,  as management has been able to successfully cut costs and reduce year
to  date  expenditures  for  items  such as  travel  and  entertainment,  office
supplies,  temporary labor and outside services. The Company continues to expect
that G & A expenses will remain stable  throughout the remainder of the year and
does not anticipate any notable fluctuations from the current level.

Acquisition  investigation  expenses of $630,000 were recognized in the previous
quarter in conjunction with the Company's termination of its planned merger with
Jenner  Biotherapies,  Inc.  (Jenner).  The  amount  previously  recognized  was
adjusted in the current quarter,  as actual expenses  realized were $14,000 less
than  anticipated,  bringing  the  year  to  date  total  expense  to  $616,000.
Approximately  $448,000 of the total expense recognized was previously  reported
as prepaid acquisition costs.

Interest  income  for the  quarter  was  $34,000,  or  $66,000  less than Q3 01.
Interest  income for the year to date period was $171,000,  or $75,000 less than
the same period in the prior year. The decrease in interest  income is primarily
due to  continually  declining  interest  rates seen  during the  current  year,
resulting in a much lower return on capital as compared to the prior year.

Net income for the third quarter of 2002 was $98,000,  or $27,000 lower than net
income of $125,000  reported in Q3 01. Year to date,  the  Company's net loss of
($55,000)  is $399,000  lower than the net income of $344,000  reported  for the
same period in the prior year. Excluding the impact of acquisition investigation
expenses,  net income for YTD 02 would be $561,000,  or $217,000 higher than net
income reported for YTD 01.

                                      -10-


LIQUIDITY AND CAPITAL RESOURCES

At December 23, 2001, the Company had cash and cash equivalents of $4.5 million,
no short-term investments, and working capital of $7.6 million. Due to declining
interest rates available on securities  available to the Company pursuant to its
investment  policy,  the Company held no short-term  investments at December 23,
2001. Rather, the Company was able to achieve higher yields on more liquid money
market accounts and thus transferred excess available cash to such instruments.

The Company's cash, cash  equivalents  and short-term  investments  decreased by
$480,000  during the nine months ended  December  23, 2001.  $3,000 was obtained
through the exercise of stock options. $76,000 was used for operating activities
(before cash provided by short-term  investments  and including the write off of
prepaid acquisition costs).  Operating  expenditures were affected mainly by the
impact of acquisition investigation expenses and increased inventories.

Expenses of $430,000,  previously  reported as prepaid  acquisition  costs, were
expensed  during the previous period as they  represented  costs incurred by the
Company in connection  with the examination of a possible  business  combination
with Jenner  Biotherapies,  Inc..  The  agreement  was  terminated in the second
quarter of FY 2002 and the  corresponding  total  expenses  to date of  $616,000
(including $430,000 of prepaid acquisition costs) have been recognized.

Raw  materials  and work in process  inventories  increased a total of $583,000,
compared to $119,000 in the previous  year, due to several  contracts  requiring
advance expenditures for materials, engineering and production charges which are
scheduled to ship  throughout  the remainder of the year and during the upcoming
year.

$407,000  was used for  capital  equipment,  compared  to  $100,000  during  the
comparable  period of the prior year.  Computer  system  upgrades  (hardware and
software)  accounted for $263,000 of the total capital  spending;  the remainder
was due to  expenditures  required  for  manufacturing  equipment  upgrades  and
replacements.  The Company  expects  that cash  outlays  for capital  items will
increase only slightly  during the remainder of the year, as the computer system
upgrade  is  complete  and there are no plans for any major  machinery  upgrades
throughout the remainder of FY 2002.


FORWARD LOOKING STATEMENTS

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

                                      -11-



                            PART II OTHER INFORMATION

Items 1-4
None.

Item 5     Other Information


(a)      The Company reported the following open market purchases of stock by insiders during the current quarter and year to date:
          Name                     Position                 Shares Purchased          Date Purchased        Purchase Price
          ------------------------------------------------------------------------------------------------------------------
                                                                                                   
          Richard D. Kurtz         Chairman                       20,000                 10/02/01              0.91
                                                                   9,000                 12/14/01              0.62
                                                                   1,000                 12/14/01              0.70

          Brock Koren              Director,                       8,500                 12/19/01              0.64
                                   Chief Executive Officer         1,500                 12/20/01              0.64

          M. Scott Farese          Director                        5,000                 10/24/01              0.65
                                                                   5,000                 11/02/01              0.60
                                                                   5,000                 11/16/01              0.65

          Stephen P. Soltwedel     Director                        5,000                 10/08/01              0.70
                                                                   5,000                 01/22/02              0.68

          Paul Sharman             Vice President -                5,000                 12/28/01              0.69
                                   Operations


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

    (b)    Reports on Form 8-K
           None.









                                      -12-



                                   SIGNATURES

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

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


Date:    February 5, 2002                  /s/ Susan A. Schmidt
         ----------------                  --------------------------------
                                           Susan A. Schmidt
                                           Chief Financial Officer and Secretary

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
















                                      -13-