UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB

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

                    For the fiscal year ended March 31, 2002

                                       OR

             [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                    For the transition period from _____ to


                         Commission file number 1-11056
                                                -------

                            ADVANCED PHOTONIX, INC.(R)
             (Exact name of registrant as specified in its charter)

         Delaware                                          33-0325826
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                       Identification No.)

                     1240 Avenida Acaso, Camarillo, CA 93012
               (Address of principal executive offices) (Zip Code)

                                 (805) 987-0146
              (Registrant's telephone number, including area code)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                      None

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                          Common Stock, $.001 Par Value
                              Class A Common Stock

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

     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

     Total  revenues  for  registrant's  fiscal  year ended  March 31, 2002 were
$6,931,091.

     As of June 21, 2002, the aggregate market value of the voting stock held by
non-affiliates of the Registrant was approximately $12,900,000.

     As of June 21, 2002,  there were 12,219,648  shares of Class A Common Stock
and 31,691 shares of Class B Common Stock outstanding.

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  of  registrant's   knowledge,  in  any  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. __

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


<PAGE>



                                     PART I
Item 1.  Business

General
-------
Advanced Photonix,  Inc.(R) (the "Company"),  was incorporated under the laws of
the  State  of  Delaware  on June  22,  1988.  The  Company  is  engaged  in the
development and manufacture of  optoelectronic  semiconductor  based components,
hybrid  assemblies  and  other  proprietary  solid  state  light  and  radiation
detection   devices,   including   proprietary   advanced  solid  state  silicon
photodetection devices that utilize avalanche photodiode ("APD") technology.

Photodetection  devices sense light of varying  intensity and convert that light
into  electronic  signals  that  cause the  systems  of which they are a part to
respond in pre-determined ways. The Company manufactures light detection devices
of varying complexity, from PIN (positive-intrinsic-negative) photodiodes to the
more  sophisticated  LAAPD  (large area  avalanche  photodiode).  The  avalanche
photodiode is a specialized  silicon  photodiode  capable of detecting  very low
light  levels due to an internal  gain  phenomenon  known as  avalanching.  This
performance  characteristic  is  not  present  in  the  common  PIN  photodiode.
Avalanche photodiode technology, developed in the late 1960's, gave promise of a
solid state  replacement for the  photomultiplier  tube, which uses older vacuum
tube technology for sensing low levels of energy.  The Company has developed and
patented various attributes of the LAAPD, most notably producing diameters of up
to 25mm  with  internal  gains  of  300:1.  The  Company  was  one of the  first
manufacturers  in the  photonics  industry  to put  the  LAAPD  into  commercial
production.

The Company continues to do research on avalanche  photodiodes.  It is currently
pursuing ways to reduce the cost of manufacturing  the LAAPD, and to improve its
performance,  lending it increased  adaptability for customers who currently use
photomultiplier  tubes (PMTs). Other projects currently underway in research and
development include:

     o    LAAPD arrays - the  Company's  patented  technology  in which the rear
          surface of an LAAPD is segmented to create isolated pixels,  each with
          a separate  electronic  lead to be accessed  in  parallel  fashion for
          imaging applications.

     o    VAPD (Vacuum  avalanche  photodiode)  - another  patented  technology,
          which  combines  a  photocathode  and  an  LAAPD  in  a  vacuum  tube,
          functioning as a detector for high resolution,  single photon counting
          and low light detection.

     o    Silicon PIN  diodes,  which are being  developed  to perform at higher
          speeds,  targeting  the  fiber-optic  communications  and  free  space
          communications markets.

     o    Infrared quad LAAPD - a product successfully  developed by the Company
          for use in military applications.

     o    Position  Sensitive  Devices - the Company is pursuing a broad line of
          these devices with improved  performance  for the  industrial  sensing
          markets.

In addition to the above, the Company  continues to target  established  markets
for new LAAPD products including the medical  diagnostics  market,  specifically
for use in wide field retinal visualization, and in scientific research, e.g. in
high-energy  physics   experimentation,   including   calorimetry  and  particle
detection.

                                       2
<PAGE>


Currently  the  bulk of the  company's  revenues  are  derived  from the sale of
products based on PIN and other non-proprietary technologies, referred to as the
"core business". These products are highlighted in the following section.

Products
--------
The company designs and manufactures silicon-based  electro-optical  components,
assemblies,  and design  solutions for a global OEM customer base. Most notably,
the Company designs and manufactures:

     o    Military and commercial aerospace products

     o    Customer  specific   assemblies  for   medical/biological   diagnosis,
          particle   measuring   and   counting,   and   fiber-optic   data  and
          telecommunications

     o    PIN   photodetectors   -   spectrally   enhanced,   both   single  and
          multi-element

     o    Photodetector hybrids

     o    Custom optoelectronic  assemblies incorporating  light-emitting diodes
          ("LEDs") and LED displays

     o    FILTRODE(R) - patented technology integrating optical filters directly
          on photodiode chips

     o    Small area avalanche photodiodes (SAAPDs)

     o    Large area avalanche photodiodes (LAAPDs) - discrete, with and without
          thermoelectric coolers, and with integrated modules

The  Company  also   supplies   detectors   for  high   reliability   ("Hi-Rel")
applications, including military and commercial aerospace and other applications
requiring Hi-Rel specifications.  Hi-Rel devices are designed,  manufactured and
tested to  function  in severe  environmental  conditions.  The Company has many
years of  experience  in  supplying  Hi-Rel  devices  that demand  modern  wafer
fabrication techniques, a dedicated assembly area, and a sophisticated test lab.
Hi-Rel products manufactured by the Company include:

     o    Multi-element  hybrid  assemblies  used  on the  U.S.  Navy's  Rolling
          Airframe  Missile (RAM)  developed by Raytheon

     o    Narrow and  wide  field  of  view   detectors  used  in  various Tube-
          launched Optically-tracked Wire-guided (TOW) missile  tracking systems

     o    LED arrays for use in thermal image  displays in military  night sight
          applications

     o    Quadrant  photodetectors  used  in  the  autocollimator  for  airborne
          navigation/FLIR (Forward Looking Infrared) pods and "smart bombs"

     o    Opto assemblies for biological and blood analysis

     o    Assemblies used in automotive distance control systems

The  Company's  products are  primarily  sold as  components  or  assemblies  to
original equipment manufacturers for other component manufacturers.  The Company
does not manufacture any end user products.

Raw Materials
-------------
The  principal  raw  materials  used by the  Company in the  manufacture  of its
semiconductor  chip components and assemblies are silicon wafers,  chemicals and
gases used in processing  wafers,  gold wire, lead frames, and metal and plastic
packages that house the chip and the various custom assemblies. All of these raw
materials  can  be  obtained  from  several   suppliers.   From  time  to  time,
particularly during periods of increased  industry-wide  demand,  silicon wafers
and other materials have been in short supply. However, the Company has not been
materially  affected  by such  shortages.  As is  typical in the  industry,  the
Company  allows for a  significant  lead-time  between order and delivery of raw
materials.

                                       3
<PAGE>


Research and Development
------------------------
Since its inception in June 1988, the Company has incurred  material  amounts of
research and  development  expenses.  As the Company has  completed  the initial
development  and  commercialization  of its  LAAPD  technology,  it has  reduced
outlays for research and  development.  The Company has in the past,  and may in
the future, undertake customer funded as well as internally funded, research and
development  projects  when they are in  support  of the  Company's  development
objectives.

During  the  fiscal  years  ended in 2002 and  2001,  research  and  development
expenses amounted to $467,000 and $544,000. At present, the Company expects that
additional research and development funding will be required for new projects as
well as the continuing  development of new derivatives of the Company's  current
product line and for the commercialization of these products.

Environmental Regulations
-------------------------
The photonics  industry,  as well as the semiconductor  industry in general,  is
subject to  governmental  regulations  for the  protection  of the  environment,
including  those  relating to air and water quality,  solid and hazardous  waste
handling,  and the promotion of occupational safety.  Various federal, state and
local  laws  and  regulations   require  that  the  Company   maintain   certain
environmental  permits.  The Company believes that it has obtained all necessary
environmental permits required to conduct its manufacturing  processes.  Changes
in the  aforementioned  laws  and  regulations  or the  enactment  of new  laws,
regulations  or  policies  could  require   increases  in  operating  costs  and
additional   capital   expenditures   and  could   possibly   entail  delays  or
interruptions of operations.

Backlog and Customers
---------------------
The Company's sales are made primarily  pursuant to standard purchase orders for
delivery of products.  However, by industry practice,  orders may be canceled or
modified at any time. In such cases the customer is responsible for all finished
goods,  all costs,  direct and indirect,  incurred by the Company,  as well as a
reasonable allowance for anticipated profits. No assurance can be given that the
Company  will  receive  these  amounts  after  cancellation.   The  Company  had
approximately  $10.5  million in backlog at the end of fiscal  2002 as  compared
with a backlog of  approximately  $7.2  million at the end of fiscal  2001.  The
Company  expects that  approximately  $6.5 million of the current backlog orders
will be filled in fiscal 2003.

The Company  currently  supplies  core  business  products to the  military  and
aerospace markets in support of satellites,  aircraft and ground vehicle missile
guidance and tracking  systems.  Increases  in military and  aerospace  spending
during  fiscal 2002  increased  the  Company's  revenues in these markets by $.2
million,  or 9% over  fiscal  year 2001.  Sales to the  military  and  aerospace
markets  represented  36% of total revenues for fiscal year 2002, as compared to
34% of total revenues for fiscal year 2001.

The Company also supplies core business  products for use in various  analytical
and  diagnostic  medical  equipment.  Sales  of  LED/detector  modules  used  in
microbiological  testing systems  continued to generate strong revenues from the
medical  market in fiscal  year 2002.  Sales to this market  represented  17% of
total  revenues for fiscal year 2002, as compared with 14% of total revenues for
fiscal year 2001.

Customers  normally  purchase the Company's  products and incorporate  them into
products that they in turn sell in their own markets on an ongoing  basis.  As a
result,  the Company's  sales are dependent  upon the success of its  customers'
products and its future performance is dependent upon its success in finding new
customers and receiving new orders from existing customers.

                                       4
<PAGE>


Marketing
---------
The Company markets its products in the United States and Canada through its own
technical   sales  staff  and   through   independent   sales   representatives.
International  sales,  primarily to Europe and the Pacific  Rim,  are  conducted
through foreign distributors (see Note 1 to the Financial Statements).

Competition
-----------
The Company competes with a range of companies for the custom optoelectronic and
silicon photodetector  requirements of vendors of medical instruments,  computer
peripherals,  a variety of industrial  products,  and  specialized  military and
commercial  aerospace  applications.  The Company  believes  that its  principal
competitors  for sales of custom  devices  are small to medium  size  companies.
Because the Company  specializes  in custom  devices  requiring a high degree of
engineering  expertise to meet the  requirements  of specific  applications,  it
generally  does not compete to any  significant  degree with other large  United
States,  European  or Pacific  Rim  manufacturers  of  standard  "off the shelf"
optoelectronic components or silicon photodetectors.

Proprietary Technology
----------------------
The Company owns the following patents:
<TABLE>
<S>                <C>                                                          <C>
US PATENT NO.      DESCRIPTION                                                  DATE ISSUED
-------------      -----------                                                  -----------
6,111,299          Active Large Area Avalanche Photodiode Array                 August 2000

6,005,276          Solid State Photodetector with Light Responsive Rear Face    December 1999

5,801,430          Solid State Photodetector with Light Responsive Rear Face    September 1998

5,757,057          Large Area Avalanche Array                                   May 1998

5,477,075          Solid State Photodetector with Light Responsive Rear Face    December 1995

5,311,044          Avalanche Photomultiplier Tube                               May 1994

5,146,296          Devices for Detecting and/or Imaging Single Photoelectron    September 1992

5.057,892          Light Responsive Avalanche Diode                             October 1991

5,021,854          Silicon Avalanche Photodiode Array                           June 1991

4,782,382          High Quantum Efficiency Photodiode Devices                   November 1988 (by Predecessor Co.)

4,717,946          Thin Line Junction Photodiode                                January 1988 (by Predecessor Co.)
</TABLE>

There can be no assurance  that any issued patents will provide the Company with
significant  competitive  advantages,  or that challenges will not be instituted
against the validity or enforceability  of any patent owned by the Company,  or,
if  instituted,  that  such  challenges  will  not be  successful.  The  cost of
litigation  to uphold the validity and to prevent the  infringement  of a patent
could be substantial.  Furthermore, there can be no assurance that the Company's
APD technology will not infringe on patents or rights owned by others,  licenses
to  which  might  not be  available  to the  Company.  Based on  limited  patent
searches, contacts with others knowledgeable in the field of APD technology, and
a review of the published  materials,  the Company believes that its competitors
hold no patents,  licenses  or other  rights to the APD  technology  which would
preclude the Company from pursuing its intended operations.

                                       5
<PAGE>


In some cases, the Company may rely on trade secrets to protect its innovations.
There can be no assurance that trade secrets will be  established,  that secrecy
obligations  will be  honored  or that  others  will not  independently  develop
similar or superior technology. To the extent that consultants, key employees or
other third parties apply technological  information  independently developed by
them  or by  others  to  Company  projects,  disputes  might  arise  as  to  the
proprietary rights to such information which may not be resolved in favor of the
Company.

Employees
---------
As of March  31,  2002 the  Company  had 49 full  time  employees  (including  3
officers) and 1 part time employee.  Included were 8 engineering and development
personnel,  5 sales and  marketing  personnel,  28 operations  personnel,  and 9
general and administrative  personnel  (including 3 officers).  The Company may,
from time to time,  engage  personnel  to  perform  consulting  services  and to
perform  research and development  under third party funding.  In certain cases,
the cost of such  personnel  may be included in the direct cost of the  contract
rather than in payroll expense.

Item 2.  Properties

The Company leases its executive offices, research, marketing and manufacturing
facility that consists of approximately 39,000 square feet in a building complex
located at 1240 Avenida Acaso in Camarillo, California. The lease expires in
February 2004. The Company believes that its existing facility is adequate to
meet its needs for the foreseeable future.

Item 3.  Legal Proceedings

None.

Item 4.  Submission of Matters to a Vote of Security Holders

None.


                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

The  Company's  Class A Common  Stock is traded on the American  Stock  Exchange
("AMEX") under the symbol "API".

At June 21,  2002,  the  Company had 87 holders of record for the Class A Common
Stock (including shares held in street name),  representing  approximately 7,700
beneficial  owners of the Class A Common Stock.  On the same date,  there were 6
holders of record of the Class B Common Stock (none of which were held in street
name).

                                       6
<PAGE>



The following table sets forth high and low closing prices by quarter for fiscal
years 2002 and 2001.
<TABLE>
<CAPTION>

                           Quarterly Stock Market Data
---------------------------- -------------------- -------------------- -------------------- --------------------
                                 1st Quarter          2nd Quarter          3rd Quarter          4th Quarter
                             2002       2001      2002       2001      2002       2001      2002       2001
---------------------------- ---------- --------- ---------- --------- ---------- --------- ---------- ---------
Common Stock(1)
<S>                            <C>        <C>       <C>        <C>        <C>       <C>       <C>        <C>
      High                     1.35       7.00      1.09       4.19       .82       2.50      1.20       2.13
      Low                       .61       1.50       .70       2.00       .60        .50       .66       .63
---------------------------- ---------- --------- ---------- --------- ---------- --------- ---------- ---------
(1) Price ranges on the American Stock Exchange
</TABLE>

The Company has not paid any cash  dividends on its capital  stock.  The Company
intends  to  retain  earnings,  if any,  for use in its  business  and  does not
anticipate that any funds will be available for the payment of cash dividends on
its outstanding  shares in the foreseeable  future.  The holders of Common Stock
will not be entitled to receive  dividends  in any year until the holders of the
Class A Redeemable  Convertible Preferred Stock receive an annual non-cumulative
dividend  preference of $.072 per share.  To date, a total of 740,000  shares of
Class A Redeemable  Convertible Preferred Stock have been converted into 222,000
shares of Class A Common  Stock,  leaving  outstanding  40,000 shares of Class A
Redeemable  Convertible  Preferred  Stock. The aggregate  non-cumulative  annual
dividend  preference of such Class A Redeemable  Convertible  Preferred Stock is
$2,880.  There  is no  public  market  for  the  Company's  Class  A  Redeemable
Convertible  Preferred  Stock or Class B Common  Stock;  however,  such stock is
convertible  into  Class A Common  Stock at the  option of the  holder  and upon
transfer by the holder of the Class A Redeemable Convertible Preferred Stock.

Item 6.  Management's Discussion and Analysis

RESULTS OF OPERATIONS
---------------------
Fiscal year 2002 Compared to Fiscal Year 2001

Revenues
--------
The  Company's  revenues for the fiscal year ended March 31, 2002  ("2002") were
$6.931 million, an increase of $125,000,  or 2%, from revenues of $6.806 million
for the fiscal year ended March 25, 2001 ("2001").

The increase in net product  sales  reflects  overall  increases in shipments to
both  military/aerospace  customers  as  well  as to  customers  in the  medical
segments.  Such increases were partially offset by declines in revenues from the
industrial sensing markets. During 2002, sales to the military/aerospace markets
increased 9% to $2.5 million and represented 36% of total revenues,  as compared
to $2.3 million during fiscal 2001, which  represented 34% of total revenues for
that year.  Likewise,  sales to the medical  markets  representing  17% of total
revenues  for 2002,  increased  20% to $1.2  million  in the  current  year,  as
compared  to $1.0  million  and 14% of total  revenues  in the  prior  year.  In
addition,  shipments  of LAAPD  products  accounted  for  $623,000  of total net
product  sales,  an  increase of $184,000 or 42% over LAAPD sales of $439,000 in
2001.  Sales from LAAPDs  represented  9% of total  product sales during 2002 as
compared to 6% in 2001.  Although  the  Company  continues  to expect  gradually
increasing volume from sales of its proprietary  LAAPD products,  it anticipates
stronger  growth in the near  term to be seen in the  sales of its core  product
lines,  as customer  acceptance of this  technology is more  widespread  and the
applicable market segments are more clearly defined.

The Company expects revenues to continue to increase during fiscal year 2003 and
estimates that the rate of growth will exceed that which was reached in 2002.

                                       7
<PAGE>


Costs and Expenses
------------------
Cost of product  sales  decreased to $4.17 million in 2002 from $4.26 million in
2001.  Cost of product sales as a percent of net sales decreased by 3% and gross
profit  margin on net  product  sales  increased 3  percentage  points to 40% as
compared to 37% in 2001. The  improvements in gross margin were  attributable to
decreased  material  and labor costs,  as the Company has  continued to focus on
improving  gross profit by more  effectively  managing  material costs and labor
efficiencies.  Material and  labor costs  as a percentage of net sales decreased
to 21% and 5%,  respectively,  as compared to 22% and 6% in the prior year.  The
Company  expects to see continued  improvements  in gross profit margin as sales
volume  increases  and the Company  continues its efforts to control both direct
and indirect costs of manufacturing.

Research and  development  ("R&D") costs  decreased by $77,000 (14%) to $467,000
during 2002 compared to 2001. R & D costs have decreased over the past two years
as the Company  implemented  planned reductions in overall R&D expenditures.  In
the past, the Company expended  extensive amounts for R & D as it was developing
the base technology for its proprietary  line of LAAPD products.  As the primary
development  phase of the LAAPD  technology has been completed,  the Company has
reduced its  overall  budget for R & D expenses.  Current  expenditures  are now
focused on the  development  of new and improved  derivatives  of the  Company's
existing  product lines.  During 2002, the Company's R&D efforts were focused on
improving  the  current  line of LAAPD  and  LAAPD  array  products,  as well as
developing value added enhancements and additional product offerings to its line
of PIN and core technology  products.  The Company expects that R & D costs will
remain flat for fiscal year 2003, as compared to 2002. However,  the possibility
exists  that R&D costs may  fluctuate  significantly,  as they have in the past,
should the level of activity  associated with  development  contracts and/or new
product development projects change.

Marketing and sales expenses  increased by $40,000 (4%) to $968,000 in 2002. The
increase  in  marketing  and sales  expense  was due in part to the  hiring of a
Director  of Sales at the  beginning  of the  fiscal  year,  which  resulted  in
approximately  $17,000 of additional salary and commission  expenses over fiscal
year  2001.  In  addition,  the  Company  experienced  a greater  percentage  of
uncollectible  accounts during 2002,  resulting in an additional  $23,000 of bad
debt  expense  over what had been  realized  in 2001.  Excluding  the  impact of
unforeseen events such as uncollectible  accounts,  marketing and sales expenses
are expected to increase only slightly in 2003, as the Company  expects to incur
higher advertising and commission  expenses,  based on anticipated  increases in
revenue.

General and administrative expenses increased by $675,000 (59%) to $1,812,000 in
2002 compared to 2001,  including a non-recurring charge of $616,000 relating to
the termination of the Company's planned merger with Jenner  Biotherapies,  Inc.
(Jenner).  During 2002 the merger was  abandoned  by the mutual  consent of both
parties  as a result  of  adverse  developments  affecting  a  material  license
agreement between Jenner and a third-party pharmaceutical company. Approximately
$448,000 of the total expense recognized had previously been reported as prepaid
acquisition costs.

The remaining increase in general and  administrative  expenses is primarily due
to  increased  labor,  insurance,  and  software  depreciation  and  maintenance
expenses.  The  increased  labor  expenses are due to personnel  promotions  and
transfers  within the Company,  whereby labor  reported as direct labor (cost of
sales) in 2001 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  year  variance.   Increased  software  depreciation  and
maintenance expenses are due to the installation of a new computer system during
the third quarter of 2002. 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 office  supplies,  administrative  and temporary labor and other outside
services.  As the impact of the acquisition  investigation expense is considered
to be a one-time  charge,  the Company  expects that general and  administrative
expenses will be significantly lower for fiscal year 2003.

                                       8
<PAGE>


Interest income for 2002 totaled $203,000,  a decrease of $73,000 over 2001. The
decrease in interest  income is primarily due to lower cash  reserves  available
for investment along with continually  declining  interest rates seen during the
current  year,  resulting  in a much lower  return on capital as compared to the
prior year.

Net loss for fiscal year 2002 was ($284,000),  or $496,000 lower than net income
of $212,000  reported in fiscal year 2001.  Excluding the impact of the one-time
acquisition  investigation  expenses,  net income for 2002 would be $332,000, or
$120,000 higher than net income reported for 2001.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
At March 31,  2002,  the  Company  had cash,  cash  equivalents  and  short-term
investments of $4.1 million,  working capital of $7.5 million and an accumulated
deficit of $18.0 million.  The Company's cash,  cash  equivalents and short-term
investments  decreased  $904,000  during the twelve months ended March 31, 2002.
$3,000 was obtained  through the exercise of stock options and $920,000 was used
by operating activities (before cash provided by short-term  investments).  Cash
expenditures were impacted by an increase in inventories of $844,000, due to the
purchasing  requirements of several long-term  production contracts scheduled to
ship during 2003 and beyond.  Additionally,  the Company recognized  $430,000 of
cash flow,  due to the  write-off of expenses  incurred in  connection  with the
proposed Jenner merger which had been reported as prepaid  acquisition  costs in
the prior year.

Capital spending during 2002 was $417,000  compared to $136,000 during 2001. The
increase  in  capital  spending  was  primarily  due  to the  purchase  of a new
Enterprise Resource Planning (ERP) system, including both hardware and operating
software purchases.  The Company anticipates that cash outlays for capital items
will decrease during 2003 and return to approximately the same level as in 2001,
as no major capital equipment purchases are scheduled at the present 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 year. At
March 31, 2002,  the Company held one investment in a U.S.  Government  security
with a value of $1,000,000 which carries an interest rate of 5.0%.  During 2003,
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.

YEAR 2000 ISSUES
----------------
None.

FORWARD LOOKING STATEMENTS
--------------------------
This  Annual  Report  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, and a decline in the general demand for optoelectronic products.

                                       9
<PAGE>


Item 7.  Financial Statements and Supplementary Data

The following  financial  statements of Advanced Photonix,  Inc. are included in
Item 7:
                                                                Page

INDEPENDENT AUDITORS' REPORT                                     11


FINANCIAL STATEMENTS:

Balance Sheet,
    March 31, 2002                                              12-13

Statements of Operations
  for the Years Ended March 31, 2002
  and March 25, 2001                                             14

Statements of Shareholders' Equity
  for the Years Ended March 31, 2002 and
  March 25, 2001                                                 15

Statements of Cash Flows
  for the Years Ended March 31, 2002 and
  March 25, 2001                                                16-17

Notes to Financial Statements                                   18-25







                                       10
<PAGE>



                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Shareholders
  of Advanced Photonix, Inc.:

We have audited the accompanying  balance sheet of Advanced Photonix,  Inc. (the
"Company")  as of March  31,  2002 and the  related  statements  of  operations,
shareholders' equity and cash flows for the years ended March 31, 2002 and March
25, 2001.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United  States.  Those  standards  require  that we plan and  perform the
audits to obtain reasonable assurance about whether the financial statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates made by management,  as well as evaluating the overall presentation of
the financial statements.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion,  the accompanying  financial  statements  present fairly, in all
material  respects,  the financial position of the Company at March 31, 2002 and
the results of its  operations  and its cash flows for the years ended March 31,
2002 and March 25,  2001 in  conformity  with  accounting  principles  generally
accepted in the United States.






/s/ Farber & Hass LLP
Oxnard, California
May 20, 2002






                                       11
<PAGE>

<TABLE>
<CAPTION>


                             ADVANCED PHOTONIX, INC.

                                  BALANCE SHEET
                                 MARCH 31, 2002


<S>                                                                <C>
ASSETS

CURRENT ASSETS:
Cash and cash equivalents                                          $  3,083,000
Short-term investments                                                1,002,000
Accounts receivable,
  less allowance of $33,000                                           1,306,000
Inventories                                                           2,571,000
Prepaid expenses and other current assets                               111,000
                                                                    ------------
Total current assets                                                  8,073,000
                                                                    ------------

EQUIPMENT AND LEASEHOLD IMPROVEMENTS, at cost                         3,673,000
Less accumulated depreciation and amortization                       (3,020,000)
                                                                    ------------
Equipment and leasehold improvements, net                               653,000
                                                                    ------------

OTHER ASSETS:
Goodwill, net of accumulated amortization
  of $353,000                                                           483,000
Patents, net of accumulated amortization
  of $40,000                                                             23,000
Other                                                                    23,000
                                                                    ------------
Total other assets                                                      529,000
                                                                    ------------

TOTAL ASSETS                                                       $  9,255,000
                                                                    ============


                                                                     (Continued)
</TABLE>


                                       12
<PAGE>


<TABLE>
<CAPTION>

                             ADVANCED PHOTONIX, INC.

                            BALANCE SHEET - Continued
                                 MARCH 31, 2002


<S>                                                                <C>
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable                                                   $    167,000
Accrued salaries, wages and benefits                                    177,000
Accrued commissions                                                      20,000
Other accrued expenses                                                  248,000
                                                                    ------------
Total current liabilities                                               612,000
                                                                    ------------

COMMITMENTS AND CONTINGENCIES
Class A Redeemable Convertible Preferred Stock,
  $.001 par value; 780,000 shares authorized;
  40,000 issued and outstanding                                          32,000
                                                                    ------------

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; 12,211,648 shares
    issued and outstanding                                               12,000
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                                                 (17,977,000)
                                                                    ------------
Total shareholders' equity                                            8,611,000
                                                                    ------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                         $  9,255,000
                                                                    ============


See notes to financial statements.
</TABLE>


                                       13
<PAGE>


<TABLE>
<CAPTION>

                             ADVANCED PHOTONIX, INC.

                            STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED MARCH 31, 2002 AND MARCH 25, 2001
<S>                                                                                        <C>                     <C>
                                                                                              2002                    2001
                                                                                           ----------              ----------

SALES                                                                                      $6,931,000              $6,806,000

COST OF GOODS SOLD                                                                          4,170,000               4,262,000
                                                                                           ----------              ----------

GROSS PROFIT                                                                                2,761,000               2,544,000

RESEARCH AND DEVELOPMENT EXPENSES                                                             467,000                 544,000

SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES                                                                   2,165,000               2,063,000

ACQUISITION INVESTIGATION EXPENSES                                                            616,000
                                                                                           ----------              ----------

LOSS FROM OPERATIONS                                                                         (487,000)                (63,000)
                                                                                           ----------              ----------

OTHER INCOME (EXPENSE):
Interest income                                                                               203,000                 276,000
Other, net                                                                                      2,000                   1,000
                                                                                           ----------              ----------
Other income, net                                                                             205,000                 277,000
                                                                                           ----------              ----------

INCOME (LOSS) BEFORE PROVISION
  FOR INCOME TAXES                                                                           (282,000)                214,000

PROVISION FOR INCOME TAXES                                                                      2,000                   2,000
                                                                                           ----------              ----------

NET INCOME (LOSS)                                                                          $ (284,000)             $  212,000
                                                                                           ==========              ==========


BASIC AND DILUTED EARNINGS (LOSS)
  PER SHARE                                                                                $    (0.02)             $     0.02
                                                                                           ==========              ==========

WEIGHTED AVERAGE COMMON SHARES
  OUTSTANDING                                                                              12,209,000              12,204,000
                                                                                           ==========              ==========

See notes to financial statements.
</TABLE>



                                       14
<PAGE>

<TABLE>
<CAPTION>


                             ADVANCED PHOTONIX, INC.

                       STATEMENTS OF SHAREHOLDERS' EQUITY
              FOR THE YEARS ENDED MARCH 31, 2002 AND MARCH 25, 2001

                                                                            Additional                      Accumulated
                                    Class A               Class B            Paid-in                           Other
                                  Common Stock          Common Stock         Capital         Accumulated   Comprehensive
                              Shares       Amount     Shares    Amount        Amount           Deficit        Income        Total
                              ------       ------     ------    ------        ------           -------        ------        -----

<S>                         <C>           <C>         <C>       <C>        <C>             <C>                <C>        <C>
BALANCE, MARCH 26, 2000     12,039,904    $12,000     36,135    $ -0-      $26,420,000     $(17,905,000)      $ -0-      $8,527,000

CONVERSION OF CLASS B
  COMMON                         4,444                (4,444)
EXERCISE OF OPTIONS            163,300                                         153,000                                      153,000
UNREALIZED GAIN ON
  INVESTMENTS                                                                                                 29,000         29,000
NET INCOME                                                                                      212,000                     212,000
                            ----------    -------     ------    ------     -----------     ------------      -------     ----------
BALANCE, MARCH 25, 2001     12,207,648     12,000     31,691      -0-       26,573,000      (17,693,000)      29,000      8,921,000


EXERCISE OF OPTIONS              4,000                                           3,000                                        3,000
NET LOSS                                                                                       (284,000)                   (284,000)
NET COMPREHENSIVE LOSS                                                                                       (29,000)       (29,000)
                            ----------    -------     ------    ------      -----------    ------------      -------     ----------
BALANCE, MARCH 31, 2002     12,211,648    $12,000     31,691    $ -0-       $26,576,000    $(17,977,000)      $ -0-      $8,611,000
                            ==========    =======     ======    ======      ===========    ============      =======     ==========

See notes to financial statements.
</TABLE>


                                       15
<PAGE>

<TABLE>
<CAPTION>


                             ADVANCED PHOTONIX, INC.

                            STATEMENTS OF CASH FLOWS
              FOR THE YEARS ENDED MARCH 31, 2002 AND MARCH 25, 2001

                                                               2002                     2001
                                                               ----                     ----

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                        <C>                     <C>
Net income (loss)                                          $ (284,000)             $  212,000
Adjustments to reconcile net income (loss)
  to net cash provided by (used by)
  operating activities:
  Depreciation                                                201,000                 223,000
  Amortization                                                 37,000                  38,000
  Patent valuation adjustment                                                          40,000
  Changes in operating assets and
    liabilities:
    Short-term investments                                     80,000                 887,000
    Accounts receivable                                      (139,000)                  9,000
    Inventories                                              (844,000)               (210,000)
    Prepaid expenses and other current assets                  23,000                 (25,000)
    Accounts payable and accrued expenses                      89,000                (163,000)
                                                           ----------              ----------
Net cash provided by (used by) operating
  activities                                                 (837,000)              1,011,000
                                                           ----------              ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures                                         (417,000)               (136,000)
Intangible assets acquired                                     (3,000)
Prepaid acquisition costs                                     430,000                (430,000)
                                                           ----------              ----------
Net cash provided by (used by)
  investing activities                                         10,000                (566,000)
                                                           ----------              ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options                         3,000                 153,000
                                                           ----------              ----------

NET INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS                                       (824,000)                598,000

CASH AND CASH EQUIVALENTS,
  BEGINNING OF YEAR                                         3,907,000               3,309,000
                                                           ----------              ----------

CASH AND EQUIVALENTS, END OF YEAR                          $3,083,000              $3,907,000
                                                           ==========              ==========
                                                                                  (Continued)
</TABLE>



                                       16
<PAGE>

<TABLE>
<CAPTION>


                             ADVANCED PHOTONIX, INC.

                      STATEMENTS OF CASH FLOWS - Continued
              FOR THE YEARS ENDED MARCH 31, 2002 AND MARCH 25, 2001

                                                               2002                     2001
                                                               ----                     ----

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
<S>                                                        <C>                      <C>
Cash paid for interest                                     $    -0-                 $    -0-
Cash paid for taxes                                        $  1,600                 $  1,600


See notes to financial statements.

</TABLE>





                                       17
<PAGE>



ADVANCED PHOTONIX, INC.

NOTES TO FINANCIAL STATEMENTS


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Business Description - Advanced Photonix, Inc. (the "Company"),  is engaged
     in the development and manufacture of  optoelectronic  semiconductor  based
     components,  hybrid  assemblies and other proprietary solid state light and
     radiation  detection devices,  including  proprietary  advanced solid state
     silicon  photodetection  devices which utilize Avalanche Photodiode ("APD")
     technology.

     The Company's Large Area Avalanche Photodiode ("LAAPD") technology is still
     considered to be a new  technology  and is subject to risks inherent in the
     development  of products  based on new  technologies.  These risks  include
     getting  the  invention  out of the  laboratory  and into actual use in the
     field and  stepping up  production  from the  prototype  (early)  stages of
     manufacturing.

     Fiscal  Year-End - The  Company's  fiscal  year ends on the last  Sunday in
     March.  Fiscal years in the two-year  period ended March 31, 2002,  contain
     fifty-three weeks and fifty-two weeks, respectively.

     Operating Segment Information - The Company  predominantly  operates in one
     industry segment, light and radiation detection devices.  Substantially all
     of the  Company's  assets  and  employees  are  located  at  the  Company's
     headquarters in Camarillo, California.

     In fiscal  2002 and 2001,  the Company  had export  sales of  approximately
     $1,590,000  and  $1,700,000,  respectively,  to customers in North America,
     Asia, Australia and Europe.

     Fair Value of Financial  Instruments - The carrying  value of all financial
     instruments  potentially subject to valuation risk (principally  consisting
     of  cash  equivalents,  accounts  receivable  and  accounts  payable)  also
     approximates fair value.

     Cash and  Cash  Equivalents  - The  Company  considers  all  highly  liquid
     investments,  with an  original  maturity  of  three  months  or less  when
     purchased, to be cash equivalents.

     Short-Term  and  Long-Term  Investments  - SFAS No.  115,  "Accounting  for
     Certain Investments in Debt and Equity Securities",  requires that all debt
     and marketable  equity securities be classified in one of three categories:
     trading,  available-for-sale,  or  held-to-maturity.  It is  the  Company's
     intent to maintain a diverse  portfolio  to take  advantage  of  investment
     opportunities.  The  Company  has  classified  all  investments  as current
     assets,   which   includes    available-for-sale    and   held-to-maturity.
     Available-for-sale    investments   are   redeemable   within   one   year.
     Held-to-maturity securities are callable government issues; however, market
     rates make the call  remote and the  Company  has the intent and ability to
     not redeem the issue.

                                       18
<PAGE>


     Available-for-sale  securities  are  recorded at market  value.  Unrealized
     holding  gains and  losses,  net of the  related  income  tax  effect,  are
     excluded  from  earnings  and  are  reported  as a  separate  component  of
     shareholders' equity until realized.  The amortized cost of debt securities
     is adjusted  for  amortization  of premiums  and  accretion of discounts to
     maturity.  Such amortization and accretion are included in interest income.
     At the time of  sale,  any  realized  gains or  losses,  calculated  by the
     specific  identification method, are recognized as a component of operating
     results.

     Held-to-maturity securities are carried at amortized cost.

     Short-term and long-term  investments  consist of the following as of March
     31, 2002:

                                                  Unrealized
                                                     Fair            Holding
                                       Cost          Value        Gain/(Losses)
                                       ----          -----        -------------
         Cash funds                                $   10,000         $-0-
         Mutual Funds              $3,086,000       3,086,000          -0-
         U.S. Government
           Securities               1,000,000       1,000,000          -0-
                                   ----------     -----------          ---
         Totals                    $4,086,000      $4,096,000         $-0-
                                   ==========      ==========         ====

     All of the Company's  short-term  investments  as of March 31, 2002 are due
     within one year.

     Concentration  of Credit Risk -  Financial  instruments  which  potentially
     subject the Company to concentrations of credit risk consist principally of
     cash  equivalents,  short-term  investments  and accounts  receivable.  The
     Company maintains cash balances at a financial  institution that is insured
     by the Federal Deposit  Insurance  Corporation up to $100,000.  As of March
     31, 2002, the Company had cash  equivalents  at a financial  institution in
     excess of Federally insured amounts.  The Company invests in short-term and
     long-term investments,  primarily consisting of Mutual Funds and Government
     Securities.  Approximately 75% of the Company's investments are invested in
     Mutual Funds.  Accounts receivable are unsecured and the Company is at risk
     to the extent  such amount  becomes  uncollectible.  The  Company  performs
     periodic  credit  evaluations  of its  customers'  financial  condition and
     generally does not require collateral.  As of March 31, 2002, two customers
     comprised 10% and 11%, respectively, of accounts receivable.

     Significant  Customer - During the fiscal  year ended March 31,  2002,  one
     customer accounted for 15% of the Company's net sales.

     Inventories - Inventories,  which include material, labor and manufacturing
     overhead  are stated at  standard  cost (which  approximates  the first in,
     first out method) or market.


                                       19
<PAGE>



     Inventories consist of the following at March 31, 2002:

         Raw material                              $2,021,000
         Work-in-process                              793,000
         Finished products                            179,000
                                                   ----------
         Total inventories                          2,993,000
         Less reserve                                (422,000)
                                                   ----------
         Inventories, net                          $2,571,000
                                                   ==========

     Equipment and Leasehold Improvements - Equipment and leasehold improvements
     are stated at cost.  Depreciation  and  amortization are computed using the
     straight-line method over the estimated useful lives of the assets or lease
     term ranging from three to nine years.

     Equipment and leasehold  improvements consist of the following at March 31,
     2002:

         Machinery and equipment                   $2,742,000
         Furniture and fixtures                       102,000
         Leasehold improvements                       259,000
         Data processing equipment                    223,000
         Capitalized software                         233,000
         Construction-in-process                      114,000
                                                   ----------
         Total                                     $3,673,000
                                                   ==========

     Patents - Patents  represent  costs  incurred  in  connection  with  patent
     applications.  Such costs are amortized using the straight-line method over
     the useful life of the patent once issued,  or expensed  immediately if any
     specific   application   is   unsuccessful.    Amortization   expense   was
     approximately $3,000 and $5,000 in fiscal 2002 and 2001, respectively.

     Goodwill  - The  excess of cost over the  purchase  price of  acquired  net
     assets  is  amortized  on a  straight-line  basis  over a  25-year  period.
     Amortization  expense  was  $33,000 in fiscal  2002 and 2001.  The  Company
     continually  evaluates the  recoverability of goodwill by assessing whether
     the  recorded  value  of the  goodwill  will be  recovered  through  future
     expected  operating  results.  Statement of Financial  Accounting  Standard
     No.142 , "Goodwill and Other Intangible Assets" ("SFAS No. 142") was issued
     in July 2001.  SFAS No. 142 was  effective  for  financial  statements  for
     fiscal years  beginning  after December 31, 2001. It requires that goodwill
     no longer be amortized,  but tested for impairment on an annual basis.  The
     Company will adopt the provisions of SFAS 142 in fiscal 2003.

     Revenue   Recognition  -  Revenues  from  research  and  development   cost
     reimbursement-type  contracts are recorded as costs are incurred based upon
     the relationship between actual costs incurred,  total estimated costs, and
     the amount of the contract or grant award. Estimation of costs are reviewed
     periodically  and any  anticipated  losses are  recognized in the period in
     which they first become determinable.


                                       20
<PAGE>


     The Company uses the unit of delivery method for recognizing sales and cost
     of sales under production  contracts.  Provision for estimated  losses,  if
     any, is made in the period in which such losses are determined.

     Advertising   Expense  -  Advertising   costs  are  expensed  as  incurred.
     Advertising expense was approximately  $122,000 and $154,000 in fiscal 2002
     and 2001, respectively.

     Warranties - The Company typically warrants its products against defects in
     material and workmanship for a period of 90 days from the date of shipment.
     A provision for estimated  future  warranty costs is recorded when products
     are  shipped.  Warranty  costs were  approximately  $13,000  and $11,000 in
     fiscal 2002 and 2001, respectively.

     Net Income (Loss) Per Share - 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 earnings (loss)
     per share is computed by dividing net income (loss) by the weighted average
     number of shares  outstanding  for each year.  Diluted  earnings (loss) per
     share has not been presented in 2002 as the impact is anti-dilutive.

     Research  and  Development  Costs - The Company  charges all  research  and
     development  costs,  including costs associated with  development  contract
     revenues, to expense when incurred. Manufacturing costs associated with the
     development  of a new  fabrication  process or a new product  are  expensed
     until such times as these  processes or products are proven  through  final
     testing and initial  acceptance by the customer.  Costs related to revenues
     on  non-recurring  engineering  services  billed to customers are generally
     classified as cost of product sales.

     Pervasiveness  of Estimates - The  preparation  of financial  statements in
     conformity  with  generally   accepted   accounting   principles   requires
     management  to make  estimates  and  assumptions  that affect the  reported
     amounts of assets and liabilities  and disclosure of contingent  assets and
     liabilities  at the  date of the  financial  statements  and  the  reported
     amounts of  revenues  and  expenses  during the  reporting  period.  Actual
     results could differ from those estimates.

     Accounting for Stock Option Based Compensation - SFAS No. 123,  "Accounting
     for Stock Based  Compensation"  ("SFAS  123"),  sets forth  accounting  and
     reporting standards for stock based employee compensation plans. As allowed
     by SFAS 123,  the  Company  continues  to measure  compensation  cost under
     Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
     Employees" (APB 25) and complies with the pro forma disclosure requirements
     of the new standard (see Note 4).

     New Accounting  Pronouncements -  Interpretation  44 of the Emerging Issues
     Task  Force  of  the  Financial  Accounting  Standards  Board  ("FIN  44"),
     "Accounting  for  Certain   Transactions   Involving  Stock  Compensation",
     establishes  standards for reporting certain equity  transactions under APB
     Opinion 25. This interpretation  requires specific accounting treatment for
     modifications made to outstanding stock options and warrants.  Further, the
     interpretation  establishes a new model, "Variable Accounting",  to account
     for modifications to outstanding options and warrants.  The Company adopted
     the provisions of FIN 44 in July 2000.

                                       21
<PAGE>


     Statement  of  Financial  Standards  No. 141  "Business  Combinations"  was
     issued in July 2001. It was effective for business  combinations after June
     30, 2001. SFAS No. 141 requires the "purchase method" of accounting be used
     to account for all business  combinations.  In addition, new criteria is to
     be used to  determine  whether  an  acquired  intangible  asset  should  be
     recognized  separately  from the amount  recorded as goodwill.  The Company
     adopted the provisions of SFAS No. 141 in fiscal 2002.

2.   CAPITALIZATION

     The  Company's  Certificate  of  Incorporation  provides for two classes of
     common stock,  a Class A for which  50,000,000  shares are  authorized  for
     issuance  and a Class B for  which  4,420,113  shares  are  authorized  for
     issuance.  The par value of each class is $.001. Subject to certain limited
     exceptions, shares of Class B Common Stock are automatically converted into
     an  equivalent  number of Class A shares  upon the sale or  transfer of the
     Class B Common  Stock by the  original  holder,  or at which time the total
     number of outstanding  shares of Class B Common Stock falls below 5% of the
     total  aggregate  number of issued  and  outstanding  shares of Class A and
     Class B Common  Stock.  The  holder  of each  share of Class A and  Class B
     Common Stock is entitled to one vote per share.

     The Company has authorized  10,000,000  shares of Preferred Stock, of which
     780,000  shares  have  been  designated  Class  A  Redeemable   Convertible
     Preferred Stock with a par value of $.001 per share. 40,000 shares of Class
     A Redeemable  Convertible Preferred Stock ("Class A Preferred") were issued
     and  outstanding  at March  31,  2002.  The Class A  Preferred  Stock has a
     liquidation  preference  equal to its issue  price  ($.80 per share) and is
     convertible  at any time,  at the option of the  holder,  into .3 shares of
     Class B Common Stock for each share of Class A Preferred  Stock  converted.
     The Class A  Preferred  Stock is subject  to  redemption  at the  Company's
     option for $.80 per share at any time. The Company would be required to pay
     approximately  $25,000 to redeem these  shares.  The holders of the Class A
     Preferred  Stock  are  entitled  to  an  annual   non-cumulative   dividend
     preference  of $.072 per share when the Company's net earnings per share of
     Class A  Preferred  Stock  equals or exceeds  $.072.  The Class A Preferred
     stockholders  do not have voting  rights  except as required by  applicable
     law.

3.   INCOME TAXES

     At March 31, 2002,  the Company had net  operating  loss  carryforwards  of
     approximately  $22.2  million  for  Federal  income tax  purposes  and $3.7
     million for state income tax purposes  that expire at various dates through
     fiscal  year  2022.  The  tax  laws  related  to the  utilization  of  loss
     carryforwards are complex and the amount of the Company's loss carryforward
     that will  ultimately be available to offset future  taxable  income may be
     subject to annual  limitations  resulting  from changes in the ownership of
     the Company's common stock.

                                       22
<PAGE>


     The tax  effects of  temporary  differences  that give rise to  significant
     portions of the  deferred  tax assets at March 31,  2002 are  substantially
     composed of the Company's net operating loss  carryforwards,  for which the
     Company has made a full valuation allowance.

     The valuation  allowance  increased  approximately $1.7 million in the year
     ended March 31, 2002,  representing  primarily the net taxable loss for tax
     return  purposes.  In assessing the  realizability  of deferred tax assets,
     management  considers  whether it is more likely than not that some portion
     or all of the  deferred  tax  assets  will not be  realized.  The  ultimate
     realization  of deferred tax assets is  dependent  upon the  generation  of
     future  taxable  income  during  the  periods  in  which  those   temporary
     differences become deductible.  Management considers the scheduled reversal
     of  deferred  tax  liabilities,  projected  future  taxable  income and tax
     planning strategies in making this assessment.

     The tax  provision  for the  year  ended  March  31,  2002 is  composed  of
     California franchise tax.

4.   STOCK OPTIONS

     The Company has four stock option plans:  The 1990  Incentive  Stock Option
     and Non-Qualified  Stock Option Plan, the 1991 Directors' Stock Option Plan
     ("The Directors'  Plan"),  the 1997 Employee Stock Option Plan and the 2000
     Stock Option Plan. The Company measures  compensation for these plans under
     APB Opinion No. 25. No compensation cost has been recognized as all options
     were  granted at the fair  market  value or the  greater of the  underlying
     stock at the date of grant. Had  compensation  expense for these plans been
     determined  consistent  with SFAS No. 123, the  Company's net income (loss)
     and net income (loss) per share would be as follows:

                                                        2002            2001
                                                        ----            ----
     Net income (loss), as reported                  $(284,000)       $212,000
     Net income (loss), pro forma                    $(310,000)       $139,000
     Basic income (loss) per share, as reported      $   (0.02)       $   0.02
     Basic income (loss) per share -  pro forma      $   (0.03)       $   0.01

     Because  the SFAS No.  123  method of  accounting  has not been  applied to
     options   granted  prior  to  April  3,  1995,   the  resulting  pro  forma
     compensation  cost  may not be  representative  of that to be  expected  in
     future years.  The fair value of each option grant is estimated on the date
     of grant using the  Black-Scholes  option  pricing model with the following
     weighted-average   assumptions   used  for   grants   in  2002  and   2001,
     respectively:  risk-free interest rates of 5% and 9%, expected volatility
     of 5% and 4% and expected  lives of 10 years in all  periods.  No dividends
     were assumed in the calculations.

     The  Company's  various  stock  option  plans  provide for the  granting of
     non-qualified  and  incentive  stock  options to purchase  up to  3,700,000
     shares  of  common  stock for  periods  not to  exceed  10  years.  Options
     typically  vest at the rate of 25% per year over  four  years,  except  for
     options granted under The Directors' Plan, which typically vest at the rate
     of 50% per year over two years.  Under  these  plans,  the option  exercise
     price equals the stock's market price on the date of grant.  Options may be
     granted to employees, officers, directors and consultants.


                                       23
<PAGE>



     Stock option transactions for 2002 are summarized as follows:

                                                                 Weighted
                                                                  Average
                                                Shares           Exercise
                                                 (000)             Price
                                                 -----             -----

         Outstanding, beginning of year          1,296             $1.89
         Granted                                   906               .74
         Exercised                                  (4)              .66
         Cancelled                                (108)              .92
                                                 -----             -----

         Outstanding, end of year                2,090             $1.44
                                                 =====             =====

         Exercisable, end of year                1,156             $1.95
                                                 =====             =====

     Information  regarding stock options outstanding as of March 31, 2002 is as
     follows:

                                                    Options Outstanding
                                           -------------------------------------
                                              Weighted              Weighted
                                               Average               Average
        Price Range           Shares       Exercise Price        Remaining Life
        ------------------------------------------------------------------------
        $0.50 - $5.34        2,090,034          $1.44               7.4 years

                                                    Options Exercisable
                                           -------------------------------------
                                              Weighted              Weighted
                                               Average               Average
        Price Range           Shares       Exercise Price        Remaining Life
        ------------------------------------------------------------------------
        $0.50 - $5.34        1,155,573          $1.95               6.8 years

5.   COMMITMENTS

     The Company leases its manufacturing and office facility and certain office
     equipment  under  non-cancelable  operating  leases.  Minimum  future lease
     payments  under all  non-cancelable  operating  leases  expiring at various
     dates through fiscal 2007, are as follows:

                      2003                       $376,973
                      2004                        343,945
                      2005                          8,324
                      2006                          8,324
                      2007                          8,324
                                                 --------
                     Total                       $745,890
                                                 ========

     Rent  expense was  approximately  $349,000  and $345,000 in fiscal 2002 and
     2001, respectively.

                                       24
<PAGE>


6.   EMPLOYEES' RETIREMENT PLAN

     The Company  maintains a 401(k) Plan which is qualified  under the Internal
     Revenue Code.  All full-time  employees are eligible to  participate in the
     Plan.  Employees  may make  voluntary  contributions  to the Plan which are
     matched  by the  Company  at the rate of $.50 for every  $1.00 of  employee
     contribution, subject to certain limitations. The Company contributions and
     administration  costs recognized as expense were approximately  $62,000 and
     $64,000 in fiscal 2002 and 2001, respectively.










                                       25
<PAGE>



Item 8.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

None.


                                    PART III

Item 9.  Directors and Executive Officers

Set forth below is certain information relating to the directors and officers of
the Company.

      Name                     Age               Position
      ----                     ---               --------
Richard D. Kurtz                50         Chairman of the Board

Brock Koren                     38         President and Chief Executive Officer

M. Scott Farese                 45         Director

Stephen P. Soltwedel            55         Director

Susan A. Schmidt                36         Chief Financial Officer & Secretary

Paul Sharman                    44         Vice President, Operations

Richard D. Kurtz, Chairman of the Board
---------------------------------------
Mr.  Kurtz  became a Director of the  Company in  February  2000 and was elected
Chairman of the Board in July 2000. He is currently an equity owner and Director
of Client Services and Strategic  Planning for Quantum  Compliance  Systems Inc.
Mr. Kurtz joined Quantum, a privately owned software company specializing in the
development  and  installation  of  Environmental  Health and Safety  Management
systems, in July 2001. Prior to joining Quantum,  Mr. Kurtz's career reflects 25
years  in  sales,  marketing  and  strategic  planning  for  various  aerospace,
automotive,  distribution  and medical  companies.  Most  recently,  he was Vice
President of Sales and Marketing for Filtertek Inc. an ESCO  Technology  company
for over 13 years.

Brock Koren, President and Chief Executive Officer
--------------------------------------------------
Mr. Koren joined the Company in July 1998 and was promoted from Vice  President,
Sales and Marketing to President and Chief Executive Officer in October 1999, at
which time he also became a Director of the  Company.  From 1992 until 1998,  he
was employed by Hamamatsu,  a leading manufacturer of devices for generation and
measurement of infrared,  visible,  and  ultraviolet  light, as a Regional Sales
Engineer.  In addition to his position on the API Board of Directors,  Mr. Koren
also  serves as a Director  for  BioCal,  a privately  held  company  located in
Southern California, specializing in DNA Parentage testing and DNA Souvenir.



                                       26
<PAGE>



M. Scott Farese, Director
-------------------------
Mr.  Farese  became a director of the Company in August 1998.  He is currently a
Business Unit Director for Filtertek  Inc. Mr. Farese joined  Filtertek in 1991.
Filtertek, a subsidiary of ESCO Technologies,  is the largest worldwide producer
of custom filtration  products and fluid control devices and the world's largest
manufacturer of custom molded filter elements.

Stephen P. Soltwedel, Director
------------------------------
Mr.  Soltwedel became a director of the Company in February 2000. Since 1972, he
has been employed by Filtertek,  Inc. and is currently  Vice President and Chief
Financial Officer. Prior to joining Filtertek, Mr. Soltwedel was employed by the
public accounting firm of Baillies Denson Erickson & Smith in Lake Geneva, WI.

Susan A. Schmidt, Chief Financial Officer and Secretary
-------------------------------------------------------
Ms.  Schmidt  joined  the  Company  in March  2000.  From 1997 to 2000,  she was
Director of Finance - Amphitheaters for SFX  Entertainment,  Inc. in Encino, CA.
SFX was a New  York-based  promoter and producer of live  entertainment  events.
From 1992 to 1997 she was  Controller  for Revchem  Plastics,  Inc., a privately
held distribution  company serving the reinforced plastics industry,  and Durall
Plastics,Inc.,  Revchem Plastics Inc.'s sister manufacturing  company in Rialto,
CA.

Paul Sharman, Vice President Operations
---------------------------------------
Mr. Sharman  joined API in June 1990.  From 1995 to 1999, he was the Director of
Quality  and  Reliability.  From 1999 to March  2000,  he held the  position  of
Director of Operations  and in March 2000, he was promoted to Vice  President of
Operations.

Directors serve annual terms until the next annual meeting of  stockholders  and
until their successors are elected and qualified. Officers serve at the pleasure
of the Board of Directors.

Compliance with Section 16(a) of the Securities Exchange Act of 1934
--------------------------------------------------------------------
Section  16(a) of the  Securities  Exchange Act of 1934  requires the  Company's
officers and Directors and persons who own more than ten percent of a registered
class of the Company's equity securities  (collectively the "Reporting Persons")
to file reports of beneficial  ownership and changes in beneficial  ownership of
the Company's equity securities with the Securities and Exchange  Commission and
to furnish the Company with copies of these reports.  Based solely on its review
of the copies of the forms received by it, the Company  believes that all of its
officers and directors complied with all filing requirements applicable to them,
except with respect to the late  filings of Form 4 by Richard  Kurtz and Stephen
Soltwedel to report option grants made in April 2001 and August 2001, which were
reported  in  October  2001;  the late  filings of Form 4 by Brock  Koren,  Paul
Sharman  and Susan  Schmidt  to report an April  2001  option  grant,  which was
reported in September 2001; and the late filings of Form 4 by M. Scott Farese to
report  option  grants  made in April 2001 and August  2001,  both of which were
reported in October 2001,  and to report a stock  purchase made in October 2001,
which was reported in December 2001.


                                       27
<PAGE>



Item 10.  Executive Compensation

The following table sets forth  compensation  paid or accrued by the Company for
services  rendered to the Company's Chief  Executive  Officer and to each of the
other  executive  officers  of the  Company  whose  cash  compensation  exceeded
$100,000 for services rendered during the last three fiscal years.
<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE

                                                                             Long Term Compensation
                                                                       ----------------------------------
                                       Annual Compensation                      Awards            Payouts
                                       -------------------                      ------            -------
                                                            Other                    Securities
                                                            Annual      Restricted   Underlying    LTIP       All Other
                               Fiscal   Salary    Bonus  Compensation  Stock Awards    Options    Payouts   Compensation
Name and Principal Position     Year     ($)       ($)       ($)           ($)           (#)        ($)         ($) (1)
---------------------------     ----     ----      ----      ----          ----          ----       ----        ----

<S>                             <C>     <C>       <C>         <C>           <C>        <C>           <C>       <C>
Brock Koren                     2002    175,000     -         -             -          100,000       -         16,300
President and Chief Executive   2001    175,000     -         -             -           50,000       -          9,400
Officer                         2000    175,000   12,500      -             -          200,000       -          8,600
------------------------------------------------------------------------------------------------------------------------
(1) Represents amounts paid by the Company on behalf of the named person in connection with the Company's 401(k)
    Retirement Plan, vacation pay and car allowance.
</TABLE>

Employment Agreements
---------------------
The Company currently has no employment agreements with any employee.

Stock Options
-------------
The following  tables set forth  certain  information  concerning  stock options
granted to the persons named in the Summary  Compensation  Table during the last
fiscal year and  unexercised  stock  options  held by such persons at the end of
such fiscal year.

                          Option Grants in Fiscal 2002

                                Individual Grants
                                -----------------
                 Number of
                 Securities      % of Total
                 Underlying    Options Granted    Exercise or
                  Options      to Employees in    Base Price     Expiration
Name(1)           Granted(#)     Fiscal Year       ($/Sh)(2)        Date
-------          -----------   ---------------    -----------     ----------
Brock Koren        100,000            11%         $.80, $.67   4/20/11, 2/20/12

--------------------------------------------------------------------------------
(1) See "Summary Compensation Table" and Item 9 "Directors and Executive
    Officers" for principal position.
(2) Includes two option grants of 50,000 each.
<TABLE>
<CAPTION>


          Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values

                                            Number of Securities Underlying       Value of Unexercised
                      Shares                     Unexercised Options at           In-the-Money Options
                    Acquired on      Value        Fiscal Year End(#)             at Fiscal Year End($)
Name(1)             Exercise(#)    Realized    Exercisable/Unexercisable       Exercisable/Unexercisable
-------             -----------    --------    -------------------------       -------------------------
<S>                    <C>            <C>           <C>                            <C>
Brock Koren            -              -             196,667/228,333                $57,200/$105,500

-----------------------------------------------------------------------------------------------------------
(1) See "Summary Compensation Table" and Item 9 "Directors and Executive Officers" for principal position.

</TABLE>


                                       28
<PAGE>



Compensation of Directors
-------------------------
During  2002,  each  independent  member of the Board of  Directors  received  a
directors' fee in the amount of $2,500 for each meeting  attended,  subject to a
maximum of $10,000  payable  to each  independent  director.  In  addition,  all
directors,  including employee  directors,  are reimbursed for reasonable travel
expenses  incurred in connection with their  attending  meetings of the Board of
Directors  and  committees.  Each of the directors who is not an employee of the
Company is also eligible for grants of stock options upon their  appointment  to
the Board of Directors and all directors are eligible for stock option grants on
a  discretionary  basis so long as they remain on the Board  under the  Advanced
Photonix 2000 Stock Option Plan.  Directors who are also officers of the Company
do not  receive  cash  compensation  in  consideration  for  their  services  as
directors.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

The  following  table  sets  forth,  as of June 21,  2002,  certain  information
concerning  the  holdings  of each person who was known by the Company to be the
beneficial  owner of more than five  percent (5%) of the  outstanding  shares of
Class A or Class B Common Stock of the Company,  by each  director and executive
officers and by all directors and officers as a group.


                                           Class A Common Stock
                                ------------------------------------------
                                              Shares Under
                                 Shares        Exercisable        Percent
                                 Owned      Options/Warrants(1)  Voting(2)
                                 ------     -------------------  ---------
Richard D. Kurtz(3)              45,000          270,000             2.5
Brock Koren(3)                   10,000          253,334             2.1
Stephen P. Soltwedel(3)          10,000          200,000             1.7
M. Scott Farese(3)               15,000          189,000             1.6
Paul Sharman(3)                   5,000           65,334              .6
Susan A. Schmidt(3)                 500           43,334              .4
Directors & Officers as a Group  85,500        1,021,002             8.3

-------------------------------------------------------------------------------
(1) Includes shares under options exercisable on March 31, 2002 and options
    which become exercisable within 60 days thereafter.

(2) Represents voting power assuming beneficial owner exercises all exercisable
    options and warrants.

(3) The address of this shareholder is c/o Advanced Photonix, Inc.
    1240 Avenida Acaso, Camarillo, CA 93012.



The following table sets forth, as of March 31, 2002, the aggregated information
pertaining to all securities authorized for issuance under the Company's equity
compensation plans:
<TABLE>
<CAPTION>

                                  Number of
                              Securities to be
                                 issued upon       Weighted-average
                                 exercise of        exercise price        Number of
                                 outstanding        of outstanding       securities
                                  options,             options,           remaining
                                warrants and         warrants and      available for
Plan Category                      rights               rights         future issuance
-------------                      ------               ------         ---------------
<S>                               <C>                   <C>               <C>
Equity  compensation plans        2,090,034             $1.44             684,889
approved by shareholders

Equity  compensation plans
not approved by shareholders          -                   -                  -

Total                             2,090,034             $1.44             684,889
</TABLE>

                                       29
<PAGE>


Item 12.  Certain Relationships and Related Transactions

See Item 10.  Executive Compensation.



                                     PART IV

Item 13.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

    (a)  The  following  is a list of the  financial  statement  schedules  and
          exhibits filed herewith.

     (1)  Financial  Statements:  No financial  statements  have been filed with
          this Form 10-KSB other than those listed in Item 7.

     (2)  Financial Statement Schedules: Schedules for which provisions are made
          in  the  applicable  accounting  regulations  of  the  Securities  and
          Exchange  Commission are not required under the related  instructions,
          or  are   disclosed  in  the   accompanying   consolidated   financial
          statements, or are inapplicable and, therefore, have been omitted.

     (3)  Reports on Form 8-K: None.

     (4)  Exhibits:

      Exhibit
        No.    Description
      -------  -----------

      3.1      Certificate of  Incorporation  of the Registrant,  as amended  -
               incorporated  by  reference  to Exhibit  3.1 to the  Registrant's
               Registration Statement on Form S-1, filed with the Securities and
               Exchange Commission on November 23, 1990

      3.1.1    Amendment to  Certificate  of  Incorporation  of the  Registrant,
               dated   October  29,   1992-incorporated   by  reference  to  the
               Registrant's March 31, 1996 Annual Report on Form 10-K

      3.1.2    Amendment to  Certificate  of  Incorporation  of the  Registrant,
               dated  September  9,   1992-incorporated   by  reference  to  the
               Registrant's March 31, 1996 Annual Report on Form 10-K

      3.2      By-laws of the Registrant, as amended - incorporated by reference
               to the Registrant's March 31, 1996 Annual Report on Form 10-K

      10.1*    Advanced Photonix,  Inc. 1991 Special Directors Stock Option Plan
               - incorporated  by reference to Exhibit 10.9 to the  Registrant's
               March 31, 1991 Annual Report on Form 10-K

      10.2*    Advanced   Photonix,   Inc.  1990  Incentive   Stock  Option  and
               Non-Qualified  Stock Option Plan -  incorporated  by reference to
               Exhibit No. 10.11 to the Registrant's  Registration  Statement on
               Form S-1, filed with the  Securities  and Exchange  Commission on
               November 23, 1990

                                       30
<PAGE>


      10.3*    Advanced  Photonix,  Inc.  1997  Employee  Stock  Option  Plan  -
               incorporated  by reference to Exhibit  10.13 to the  Registrant's
               March 30, 1997 Annual report on Form 10-K

      10.4*    Amendment  No. 1 to 1997  Employee  Stock Option Plan of Advanced
               Photonix,  Inc. -  incorporated  by reference to Exhibit 10.14 to
               the Registrant's December 28, 1997 Quarterly report on Form 10-Q

      10.5*    Advanced Photonix,  Inc. 2000 Stock Option Plan - incorporated by
               reference  to  Exhibit  10.1  to  the  Registrant's  Registration
               Statement  on Form S-8,  filed with the  Securities  and Exchange
               Commission on March 15, 2001

      10.9     Lease  Agreement   dated  February  23,  1998  between   Advanced
               Photonix,  Inc.  and High  Tech No.  1, Ltd.  -  incorporated  by
               reference  to Exhibit  10.9 to the  Registrant's  March 29,  1998
               Annual Report on Form 10-K

      10.10    Form of  Indemnification  Agreement  provided  to  Directors  and
               Principal Officers of Advanced  Photonix,  Inc. - incorporated by
               reference to Exhibit 10.15 to the Registrant's  December 28, 1997
               Quarterly report on Form 10-Q

      21       List of Subsidiaries of Registrant - incorporated by reference to
               Exhibit 22 to the  Registrant's  March 31, 1993 Annual  Report on
               Form 10-K


      *Constitutes a  compensation  plan or  arrangement required to be filed as
       part of this report.









                                       31
<PAGE>



                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) 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: June 27, 2002                 By:  /s/ Brock Koren
      -------------                      ---------------------------------------
                                         Brock Koren, President &
                                          Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the  following  persons on behalf of the  Registrant in
the capacities and on the dates indicated.

Signature                          Title                           Date

/s/ Richard D. Kurtz           Chairman of the Board           June 27, 2002
------------------------                                       -------------
Richard D. Kurtz


/s/ Brock Koren                President and                   June 27, 2002
------------------------       Chief Executive Officer         -------------
Brock Koren


/s/ M. Scott Farese            Director                        June 27, 2002
------------------------                                       -------------
M. Scott Farese


/s/ Stephen P. Soltwedel       Director                        June 27, 2002
------------------------                                       -------------
Stephen P. Soltwedel


/s/ Susan A. Schmidt           Chief Financial Officer         June 27, 2002
------------------------       and Secretary                   -------------
Susan A. Schmidt               (Principal Financial and
                                Accounting Officer)










                                       32
<PAGE>