SECURITIES AND EXCHANGE COMMISSION

                                    FORM 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



                                 Date of Report
               (Date of earliest event reported): August 21, 2002
                                                  ----------------


                            Advanced Photonix, Inc.
                           -------------------------
             (Exact Name of Registrant as specified in its Charter)



    Delaware                         1-11056                      33-0325836
   --------------------------------------------------------------------------
   (State or other jurisdiction    (Commission               (IRS Employer
         of incorporation)         File Number)            Identification No.)



          1240 Avenida Acaso, Camarillo, California         93012
          ---------------------------------------------------------
          (Address of Principal Executive Offices)       (ZIP Code)





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


<PAGE>

Item 2.  Acquisition or Disposition of Assets.

(a) On August 21, 2002,  Silicon  Sensors,  Inc., a wholly owned  subsidiary  of
Advanced Photonix, Inc. ("API"), purchased the business and substantially all of
the assets of  Silicon  Sensors,  L.L.C.,  a  privately  owned  manufacturer  of
optoelectric  semiconductor  based  components,   hybrid  assemblies  and  other
proprietary  solid-state  light and radiation  detection  devises.  The purchase
price was  $1,700,000  in cash,  plus the  assumption  of  certain  of  Seller's
liabilities,   mainly  accounts  payable  and  accrued   liabilities  valued  at
approximately  $264,000. This purchase price was determined through arm's-length
negotiations  between the parties.  API used internally  generated cash for this
purchase.

(b) The principal assets owned by Seller are machinery and equipment used in the
manufacture and assembly of optoelectric semiconductor based components,  hybrid
assemblies  and other  proprietary  solid-state  light and  radiation  detection
devises. API intends to continue to use these assets for these purposes. Silicon
Sensors is based on Dodgeville, Wisconsin.

Item 7.  Financial Statements and Exhibits

(a)  Financial Statements
     --------------------
(i)  Financial Statements of Silicon Sensors,  L.L.C. for the fiscal years ended
     September  30, 2001 and  September  30, 2000  audited by Virchow,  Krause &
     Company, LLP, Independent Certified Public Accountants.

(ii) Unaudited  Financial  Statements  of Silicon  Sensors,  L.L.C.  for the ten
     months ended July 31, 2002.

(b)  Pro Forma Information
     ---------------------
     Pro forma  financial  information relating to the acquired business will be
     filed by amendment.


(c)  Exhibits
     --------
Item Ref
in 17 CFR                                                               Exhibit
229.601(b)  Exhibit                                                      Number
----------  -------                                                     --------
2           Asset Purchase Agreement dated as of August 21, 2002, by        2.1
            and among API, Silicon Systems, Inc., Silicon Systems,
            L.L.C., Jack L. McCook and Paul L. Ludwig

10          Employment Agreement dated as of August 21, 2002 by and        10.1
                  between API and Paul D. Ludwig


23          Consent of Virchow, Krause & Company, LLP,  Independent        23.1
            Certified Public Accountants, to the filing of the Financial
            Statements of Silicon Systems, L.L.C. included herein


<PAGE>

                                                                 [Item 7.(a)(i)]

                          INDEPENDENT AUDITORS' REPORT



Members
Silicon Sensors, LLC
Dodgeville, Wisconsin


We have audited the accompanying  balance sheets of Silicon  Sensors,  LLC as of
September  30, 2001 and 2000 and the related  statements  of income and members'
equity and cash flows for the years then ended.  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 of  America.  Those  standards  require  that we plan and
perform the audit 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
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Silicon  Sensors,  LLC as of
September 30, 2001 and 2000 and the results of its operations and cash flows for
the years then ended in conformity with accounting principles generally accepted
in the United States of America.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information provided, as
identified  in the table of contents,  is presented  for purposes of  additional
analysis  and is not a required  part of the basic  financial  statements.  Such
information has been subjected to the auditing  procedures  applied in the audit
of basic  financial  statements  and, in our  opinion,  is fairly  stated in all
material  respects  in  relation to the basic  financial  statements  taken as a
whole.



/s/ Virchow, Krause & Company, LLP
Madison, Wisconsin
October 24, 2001

<PAGE>
<TABLE>
<CAPTION>

                              SILICON SENSORS, LLC

                                 BALANCE SHEETS
                           September 30, 2001 and 2000

<S>                                                        <C>                         <C>
ASSETS                                                              2001                        2000
------                                                     ---------------------       ----------------------
CURRENT ASSETS
     Cash and cash equivalents                                       $  62,716                 $   45,632
     Accounts receivable                                               421,807                    526,866
     Inventories                                                       780,510                    719,600
     Member advances                                                    52,469                     42,300
     Other current assets                                               37,067                     25,379
                                                           ---------------------       ----------------------
          Total Current Assets                                       1,354,569                  1,359,777
                                                           ---------------------       ----------------------
EQUIPMENT AND FURNISHINGS
     Machinery and equipment                                         1,223,085                  1,055,471
     Office furnishings                                                221,911                    192,825
                                                           ---------------------       ----------------------
                                                                     1,444,996                  1,248,296
     Less:  Accumulated depreciation                                  (795,914)                  (578,794)
                                                           ---------------------       ----------------------
          Net Equipment and Furnishings                                649,082                    669,502
                                                           ---------------------       ----------------------
OTHER ASSETS, NET
     Non-compete agreement                                               5,210                     83,961
     Other                                                               6,000                      8,988
                                                           ---------------------       ----------------------
          Total Other Assets                                            11,210                     92,949
                                                           ---------------------       ----------------------

TOTAL ASSETS                                                       $ 2,014,861                $ 2,122,228
                                                           =====================       ======================

LIABILITIES AND MEMBERS' EQUITY
-------------------------------
CURRENT LIABILITIES
     Accounts payable                                               $  122,303                 $  166,351
     Accrued expenses                                                  178,029                    142,859
     Current maturities of debt                                        387,971                    505,473
                                                           ---------------------       ----------------------
          Total Current Liabilities                                    688,302                    814,683

LONG-TERM LIABILITIES                                                  711,686                    773,377
                                                           ---------------------       ----------------------

          Total Liabilities                                          1,399,988                  1,588,060

MEMBERS' EQUITY                                                        614,873                    534,168
                                                           ---------------------       ----------------------

TOTAL LIABILITIES AND MEMBERS' EQUITY                              $ 2,014,861                $ 2,122,228
                                                           =====================       ======================
                 See accompanying notes to financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                              SILICON SENSORS, LLC

                    STATEMENTS OF INCOME AND MEMBERS' EQUITY
                     Years Ended September 30, 2001 and 2000


<S>                                                        <C>                         <C>
                                                                    2001                        2000
                                                           ---------------------       ----------------------
NET SALES                                                          $ 4,377,348                $ 3,559,471

COST OF GOODS SOLD                                                   3,023,849                  2,290,194
                                                           ---------------------       ----------------------
     Gross Profit                                                    1,353,499                  1,269,277
                                                           ---------------------       ----------------------
OPERATING EXPENSES
     Selling                                                           321,845                    341,021
     Engineering                                                       242,971                    301,579
     Administrative                                                    462,302                    474,334
                                                           ---------------------       ----------------------
          Total Operating Expenses                                   1,027,118                  1,116,934
                                                           ---------------------       ----------------------

          Income from Operations                                       326,381                    152,343
                                                           ---------------------       ----------------------
OTHER INCOME (EXPENSE)
     Interest expense                                                  (90,146)                  (104,527)
     Other income                                                        5,521                      1,132
                                                           ---------------------       ----------------------
           Net Other Expense                                           (84,625)                  (103,395)
                                                           ---------------------       ----------------------

               Income Before Cumulative Effect                         241,756                     48,948

Cumulative effect of a change in accounting principle                     --                      (38,317)
                                                           ---------------------       ----------------------

NET INCOME                                                          $  241,756                  $  10,631
                                                           =====================       ======================

MEMBERS' EQUITY - Beginning of Year                                 $  534,168                  $ 566,460
     Net income                                                        241,756                     10,631
     Members' distributions                                           (161,051)                   (42,923)
                                                           ---------------------       ----------------------

MEMBERS' EQUITY - END OF YEAR                                       $  614,873                  $ 534,168
                                                           =====================       ======================
                 See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                              SILICON SENSORS, LLC

                            STATEMENTS OF CASH FLOWS
                     Years Ended September 30, 2001 and 2000
<S>                                                                <C>                       <C>
                                                                            2001                    2002
                                                                   -------------------       -----------------
CASH FLOWS FROM OPERATING ACTIVITIES
     Cash received from customers                                       $ 4,487,930             $ 3,478,285
     Cash paid to suppliers and employees                                (3,805,583)             (3,245,028)
     Interest paid                                                          (94,471)               (105,653)
     Income taxes received (paid)                                           (33,847)                 25,632
                                                                   -------------------       -----------------
             Net Cash Flows From Operating Activities                       554,029                 153,236
                                                                   -------------------       -----------------
CASH FLOWS FROM INVESTING ACTIVITIES
     Capital expenditures                                                   (88,316)               (210,904)
     Proceeds from sale of assets                                               --                   13,198
                                                                   -------------------       -----------------
             Net Cash Flows from Investing Activities                       (88,316)               (197,706)
                                                                   -------------------       -----------------
CASH FLOWS FROM FINANCING ACTIVITIES
     Net change in revolving credit facility                               (160,000)                185,000
     Payments on long-term debt                                            (167,802)               (153,817)
     Proceeds from long-term debt                                            40,224                  15,276
     Members' distributions                                                (161,051)                (42,923)
                                                                   -------------------       -----------------
             Net Cash Flows From Financing Activities                      (448,629)                  3,536
                                                                   -------------------       -----------------

     Net Change in Cash and Cash Equivalents                                 17,084                 (40,934)

CASH AND CASH EQUIVALENTS - Beginning of Year                                45,632                  86,566
                                                                   -------------------       -----------------

CASH AND CASH EQUIVALENTS - End of Year                                  $   62,716               $  45,632
                                                                   ===================       =================
RECONCILIATION OF NET INCOME TO NET CASH
   FLOWS FROM OPERATING ACTIVITIES
     Net income                                                          $  241,756               $  10,631
     Adjustments to reconcile net income to net cash
       flows from operating activities
          Noncash items included in income
               Depreciation                                                 295,871                 261,917
          Nonoperational items included in income
               Loss (gain) on asset disposal                                    --                   (1,082)
               Change in accounting principle                                   --                   38,317
     Changes in noncash components of working capital
          Accounts receivable                                               105,059                 (98,906)
          Other receivables                                                  (7,182)                    --
          Inventories                                                       (60,909)               (172,519)
          Other current assets                                              (11,688)                 18,812
          Accounts payable and other current liabilities                     (8,878)                 96,066
                                                                   -------------------       -----------------

NET CASH FLOWS FROM OPERATING ACTIVITIES                              $     554,029               $ 153,236
                                                                   ===================       =================
                 See accompanying notes to financial statements.
</TABLE>
<PAGE>

                              SILICON SENSORS, LLC

                         NOTES TO FINANCIAL STATEMENTS
                          September 30, 2001 and 2000



NOTE 1 - ORGANIZATION AND BUSINESS

Nature of Operations
--------------------
Silicon  Sensors,  LLC,  a  limited  liability  company,   manufactures  silicon
photodiodes and optical assemblies. Sales are to customers in the United States,
Europe and Japan.


NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents
-------------------------
The company  defines  cash and cash  equivalents  as highly  liquid,  short-term
investments with a maturity at the date of acquisition of three months or less.

Accounts Receivable
-------------------
The company grants credit to customers,  most of which are located in the United
States,  Europe and Japan.  No  allowance  for doubtful  accounts is  considered
necessary.

Inventories
-----------
Inventories  are valued at lower of cost using the  first-in,  first-out  (FIFO)
method or market.  Work in process  includes the cost of materials,  labor,  and
overhead.

Equipment and Furnishings
-------------------------
Equipment and furnishings  are recorded at cost.  Depreciation is provided using
the straight-line method.  Expenditures for maintenance and repairs are expensed
as incurred. Estimated useful lives are as follows:
                                                    Years
                                                    -----
                Machinery and equipment             2 -10
                Office furnishings                  3 - 7

Other Assets, Net
-----------------
Organization  costs and amounts paid to the former owner of the business under a
non-compete  agreement are being amortized using the  straight-line  method over
five  years,  commencing  November  4,  1996.  Accumulated  amortization  as  of
September 30, 2001 is $344,790. (See Note 12)

Income Taxes
------------
The company is not a tax paying  entity;  thus there is no provision for federal
or state income taxes  recorded in the financial  statements.  The income of the
company is allocated to the income interest members in accordance with the terms
of the company's operating agreement and reported on their respective income tax
returns.

Because the company has a September 30 year end date, it is required to deposit,
with the  Internal  Revenue  Service,  an amount  equal to 25% of the prior year
taxable income extended times the maximum federal income tax rate. Other current
assets at September 30, 2001, include $33,847 of a prepaid income tax deposit.

Estimates
---------
The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America 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.

Reclassification
----------------
For  comparability,  certain 2000 amounts have been reclassified to conform with
classifications adopted in 2001.


NOTE 3 - INVENTORIES

Inventories consist of the following at September 30:


                                         2001             2000
                                     ------------     ------------
         Raw materials                 $607,151         $545,194
         Work in process                 77,831           68,569
         Finished goods                  95,528          105,837
                                     ------------     ------------
         Total Inventories             $780,510         $719,600


NOTE 4 - DEBT AND LONG-TERM LIABILITIES

Notes payable and obligations at September 30 consist of the following:

                                             2001             2000
                                         ------------     ------------
Revolving Credit Facility - Prime        $  175,000       $  335,000
Bank Term Loan - Prime less 1/2%            216,686          316,682
Installment Note                             53,781           15,276
Member Loan - Prime                          65,000           65,000
Subordinated Debt - 7.18%                   436,074          473,575
Deferred Payment-Interest Imputed at 9%     153,116           73,316
                                         ------------     ------------
  Total                                  $1,099,657       $1,278,849
     Less: Current portion                 (387,971)        (505,473)
                                         ------------     ------------
     Long-Term Portion                   $  711,686       $  773,376
                                         ============     ============

The company has a loan and security  agreement  with a bank which provides for a
revolving credit facility and a term loan. Borrowings under each arrangement are
secured  by  substantially  all of the  assets  of the  company  and  personally
guaranteed  up to $350,000 by the income  interest  members of the company.  The
agreements  contain  covenants  with  respect  to  the  maintenance  of  certain
financial ratios, additional borrowings, and capital expenditures.

The revolving credit facility matured October 1, 2000 and was renewed for a four
month term as of that date.  Borrowings  under the  agreement  are limited to an
amount  equal  to 80% of  eligible  accounts  receivable  plus  50% of  eligible
inventories,  with a maximum  amount of  $1,000,000,  and bear  interest  at the
bank's prime rate.

The term loan is payable in monthly  installments  of $8,333 plus  interest over
seven years.

Installment note is payable in monthly  installments  over 5 years,  interest at
3%.

Subordinated debt was negotiated in connection with the purchase of the business
and is payable to the former  owner (who is also a member of the  company).  The
note is payable in quarterly  installments of $17,627 through October, 2003 with
a $341,272 balloon payment due November 4, 2003. The note is  collateralized  by
substantially  all of the assets of the company and is personally  guaranteed by
one of the  income  interest  members.  The  note  and any  claims  against  the
collateral are subordinated to amounts due and security interests under the bank
loan and security  agreement.  Claims  against the personal  guarantee  are also
limited as long as there are balances outstanding under the bank loans.

Deferred  payment  represents  an  amount  payable  to the  former  owner of the
business  (who is also a member of the  company)  under an earn-out  arrangement
contained  in the  purchase  agreement  discounted  at 9%.  For each of the five
twelve month periods ending October 31, 2001, the company is obligated to pay to
the  former  owner an amount  equal to 10% of sales for the  period in excess of
$3,000,000.  Annual  amounts earned under the  arrangement  are payable in three
equal annual  installments  commencing in January of the  succeeding  year.  The
maximum  amount which can be earned under this  arrangement  over the  five-year
period is $450,000.

Maturities on long-term  liabilities  for years ending after  September 30, 2001
are as follows:
                    2002                   $  387,971
                    2003                      276,124
                    2004                      414,230
                    2005                       11,481
                    2006                        9,851
                                           ----------
                    Total                  $1,099,657


NOTE 5 - MEMBERS' EQUITY

The former owner of the business owns a 10%  liquidation  and voting interest in
the  company.  Under  the  terms of the  company's  operating  agreement,  after
November 1, 2001, this member may put his membership interest to the company for
an amount  equal to the greater of $350,000 or 10% of the then fair market value
of the  company.  Upon the  earlier to occur of the death of this  member or the
transfer of his interest,  the company may, at its option,  redeem such member's
interest under  equivalent  terms. In either event,  the amount payable is to be
first  reduced by any amounts  paid,  up to  $350,000,  to such member under the
earn-out arrangement. (See Note 4)


NOTE 6 - PROFIT SHARING PLAN

The  company  has a  qualified  profit  sharing  plan  with  a  401(K)  deferred
compensation  provision.  The Plan covers all full-time employees who qualify as
to age and length of service.  Company contributions to the plan are made at the
discretion  of the managing  members.  Employees may also elect to make deferred
income  contributions to the Plan. There is no company matching  requirement for
such  employee  contributions.  Profit  sharing  expense  for  the  years  ended
September 30, 2001 and 2000 was $40,020 and $36,872.


NOTE 7 - COMMITMENTS

Operating Leases
----------------
The company  leases its office and plant  facility from a member of the business
under a five year  operating  lease,  which  commenced  November  4, 1996,  at a
monthly rental rate of $5,000.  The lease provides two five-year renewal options
and a right of first refusal to purchase the facility and certain  adjacent land
owned by the lessor.  The company  exercised a five-year  renewal  option during
2001.  However,  the company has the option to  terminate  the lease at any time
after April 30, 2003.

Minimum  future  lease  payments  on this  lease at  September  30,  2001 are as
follows:
                    2002                     $ 66,600
                    2003                       39,200
                                             --------
                    Total                    $105,800

Rent expense was $60,000 for the years ended  September  30, 2001 and 2000.  The
company is responsible for the payment of property taxes, insurance, maintenance
and utilities.

Effective  December 13, 1999 the company entered into an automobile  lease which
extends to November 13, 2002, at a rate of $750 per month. Lease expense for the
years ended September 30, 2001 and 2000 was $9,000 and $7,500, respectively.


NOTE 8 - RELATED PARTY TRANSACTIONS

Interest paid to members under the  subordinated  debt agreement and member loan
totaled  $41,837 for the year ended  September 30, 2001 and $41,056 for the year
ended September 30, 2000.

The company has a member  advance of $52,300 and $41,000 at  September  30, 2001
and 2000,  respectively.  The  amount  is  classified  as a current  asset as no
written agreement exists.


NOTE 9 - OTHER MATTERS

Major Customers
---------------
A substantial  portion of the  company's  sales are to two  customers.  Sales to
these customers totaled  $2,068,000 during the year ended September 30, 2001 and
$749,000 during the year ended September 30, 2000.

Major Vendors
-------------
Materials  purchased  from two major vendors  totaled  $244,000  during the year
ended September 30, 2001 and $197,000 during the year ended September 30, 2000.


NOTE 10 - SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

A  non-cash  transaction  recorded  during  the year ended  September  30,  2001
resulted  from  the  increase  in  the  deferred   payment  under  the  earn-out
arrangement  of  $110,899,  which  amount has been  allocated to the cost of the
assets acquired upon the purchase of the business.


NOTE 11 - CONCENTRATIONS OF CREDIT RISK

The company  maintains its cash in bank deposit  accounts which,  at times,  may
exceed federally  insured limits.  The company has not experienced any losses in
such accounts.  The company believes it is not exposed to any significant credit
risk.


NOTE 12 - CHANGE IN ACCOUNTING PRINCIPLE

During the year ended September 30, 2000, the company adopted SOP 98-5 Reporting
on Costs of  Start-up  Activities,  which  requires  start-up  costs  (including
organization  costs)  to  be  expensed  as  incurred.   The  company  wrote  off
organizational expenses of $38,317 as a result of this change.

<PAGE>

                                                                [Item 7.(a)(ii)]


                               SILICON SENSORS LLC
                                  Balance Sheet
                                   (UNAUDITED)


                                                      At July 31st
ASSETS                                 ----------------------------------------
------                                        2002                     2001
CURRENT ASSETS                         ------------------     -----------------
   Cash                                $       7,043          $      26,352
   Accounts Receivable                       328,156                475,484
   Inventory                                 505,115                762,199
   Other Current Assets                       10,202                 13,984
                                       ------------------     -----------------
TOTAL CURRENT ASSETS                         850,516              1,278,019

EQUIPMENT & FURNISHINGS
   Equipment                               1,242,443              1,105,971
   Leasehold Improvements                      7,746                 12,245
   Office Furnishings                        222,276                208,083
                                       ------------------     -----------------
                                           1,472,465              1,326,299
     Less Accumulated Depreciation          (948,360)              (758,747)
                                       ------------------     -----------------
   Net Equipment & Furnishings               524,105                567,552

OTHER ASSETS                                   6,000                 24,335
                                       ------------------     -----------------
TOTAL ASSETS                           $   1,380,621          $   1,869,906
                                       ==================     =================

LIABILITIES AND EQUITY
----------------------
CURRENT LIABILITIES
   Accounts Payable                    $     127,921          $    169,077
   Accrued Expenses                          136,354               115,431
   Current Maturities on Debt                 49,713               137,500
                                       ------------------     -----------------
TOTAL CURRENT LIABILITIES                    313,988               422,008

LONG TERM LIABILITIES                        853,482               796,580
                                       ------------------     -----------------
   Total Liabilities                       1,167,470             1,218,588

MEMBERS' EQUITY                              213,151               651,318
                                       ------------------     -----------------
TOTAL LIABILITIES & EQUITY             $   1,380,621          $  1,869,906
                                       ==================     =================

<PAGE>

                               SILICON SENSORS LLC
                                Income Statement
                                   (UNAUDITED)
                     For the Ten Months Ended July 31, 2002

                                                     YEAR TO DATE
                                       ----------------------------------------
                                             2002                  2001
                                       ------------------     -----------------

SALES                                  $   2,482,907          $   3,835,967

COST OF GOODS SOLD                         1,982,667              2,646,277
                                       ------------------     -----------------
GROSS PROFIT                                 500,240              1,189,690

OPERATING EXPENSES
  Selling                                    262,350                275,775
  Engineering                                176,203                205,764
  Administration                             346,947                387,754
                                       ------------------     -----------------
INCOME FROM OPERATIONS                      (285,260)               320,398

OTHER INCOME/(EXPENSE)                        38,789                  4,561
INTEREST EXPENSE                             (56,824)               (78,947)
ACQUISITION COSTS                           (113,542)                  -
                                       ------------------     -----------------

NET INCOME (LOSS)                      $    (416,836)         $     246,011
                                       ==================     =================

<PAGE>

                               SILICON SENSORS LLC
                            Statements of Cash Flows
                                  (UNAUDITED)
                     For the Ten Months Ended July 31, 2002

CASH FLOWS FROM OPERATING ACTIVITIES
     Cash received from Customers                        $    2,619,030
     Cash paid to suppliers and employees                    (2,429,949)
     Interest paid                                              (62,346)
     Income taxes received (paid)                                33,847
                                                         ----------------------
          Net Cash Flows From Operating Activities              160,582
                                                         ----------------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Capital Expenditures                                       (35,106)
     Proceeds from Sale of Fixed Asset                              200
                                                         ----------------------
          Net Cash Flows From Investing Activities              (34,906)
                                                         ----------------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Net change in revolving credit facility                    125,000
     Payments on long-term debt                                (321,462)
     Proceeds from long-term debt                                   -
     Members' Equity                                            125,000
     Members' Distributions                                    (109,886)
                                                         ----------------------
          Net Cash Flows From Financing Activities             (181,348)
                                                         ----------------------

          Net Change in Cash and Cash Equivalents               (55,672)

CASH AND CASH EQUIVALENTS - Beginning of Year                    62,715
                                                         ----------------------
CASH AND CASH EQUIVALENTS - End of Year                  $        7,043
                                                         ======================

RECONCILIATION OF NET INCOME TO NET CASH FLOWS
  FROM OPERATING ACTIVITIES
    Net Income (Loss)                                    $     (416,836)
    Adjustments to reconcile net income
      to net cash flows from operating activities
        Noncash items included in income
          Depreciation                                          162,847
        Nonoperational items included in income
          Loss (gain) on asset disposal                           2,247
    Changes in noncash components of working capital
        Accounts receivable                                     136,124
        Other receivables                                        10,469
        Inventories                                             275,395
        Other current assets                                     26,392
        Accounts payable and other current liabilities          (36,056)
                                                         ----------------------
NET CASH FLOWS FROM OPERATING ACTIVITIES                 $      160,582
                                                         ======================
<PAGE>



                                   SIGNATURES

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

                                         ADVANCED PHOTONIX, INC.



                                     By: /s/ Brock Koren
                                         ------------------------
                                         Brock Koren, President and Chief
                                           Executive Officer

Dated: September 3, 2002
[{"type": "8-K", "sequence": "1", "filename": "api8k9-02.txt", "description": "ADVANCED PHOTONIX FORM 8-K", "secsgml_size_bytes": 40111}]
{"company-data": {"conformed-name": "ADVANCED PHOTONIX INC", "cik": "0000869986", "assigned-sic": "3674", "irs-number": "330325826", "state-of-incorporation": "DE", "fiscal-year-end": "0328"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-11056", "film-number": "02756932"}, "business-address": {"street1": "1240 AVENIDA ACASCO", "city": "CAMARILLO", "state": "CA", "zip": "93012", "phone": "8059870146"}, "mail-address": {"street1": "1240 AVENIDA ACASO", "city": "CAMARILLO", "state": "CA", "zip": "93012"}}
SECURITIES AND EXCHANGE COMMISSION

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                                 Date of Report
               (Date of earliest event reported): August 21, 2002
                                                  ----------------

                            Advanced Photonix, Inc.
                           -------------------------
             (Exact Name of Registrant as specified in its Charter)

    Delaware                         1-11056                      33-0325836
   --------------------------------------------------------------------------
   (State or other jurisdiction    (Commission               (IRS Employer
         of incorporation)         File Number)            Identification No.)

          1240 Avenida Acaso, Camarillo, California         93012
          ---------------------------------------------------------
          (Address of Principal Executive Offices)       (ZIP Code)

                         Registrant's telephone number,
                      including area code: (805) 987-0146
                                           ---------------
Item 2.  Acquisition or Disposition of Assets.

(a) On August 21, 2002,  Silicon  Sensors,  Inc., a wholly owned  subsidiary  of
Advanced Photonix, Inc. ("API"), purchased the business and substantially all of
the assets of  Silicon  Sensors,  L.L.C.,  a  privately  owned  manufacturer  of
optoelectric  semiconductor  based  components,   hybrid  assemblies  and  other
proprietary  solid-state  light and radiation  detection  devises.  The purchase
price was  $1,700,000  in cash,  plus the  assumption  of  certain  of  Seller's
liabilities,   mainly  accounts  payable  and  accrued   liabilities  valued  at
approximately  $264,000. This purchase price was determined through arm's-length
negotiations  between the parties.  API used internally  generated cash for this
purchase.

(b) The principal assets owned by Seller are machinery and equipment used in the
manufacture and assembly of optoelectric semiconductor based components,  hybrid
assemblies  and other  proprietary  solid-state  light and  radiation  detection
devises. API intends to continue to use these assets for these purposes. Silicon
Sensors is based on Dodgeville, Wisconsin.

Item 7.  Financial Statements and Exhibits

(a)  Financial Statements
     --------------------
(i)  Financial Statements of Silicon Sensors,  L.L.C. for the fiscal years ended
     September  30, 2001 and  September  30, 2000  audited by Virchow,  Krause &
     Company, LLP, Independent Certified Public Accountants.

(ii) Unaudited  Financial  Statements  of Silicon  Sensors,  L.L.C.  for the ten
     months ended July 31, 2002.

(b)  Pro Forma Information
     ---------------------
     Pro forma  financial  information relating to the acquired business will be
     filed by amendment.

(c)  Exhibits
     --------
Item Ref
in 17 CFR                                                               Exhibit
229.601(b)  Exhibit                                                      Number
----------  -------                                                     --------
2           Asset Purchase Agreement dated as of August 21, 2002, by        2.1
            and among API, Silicon Systems, Inc., Silicon Systems,
            L.L.C., Jack L. McCook and Paul L. Ludwig

10          Employment Agreement dated as of August 21, 2002 by and        10.1
                  between API and Paul D. Ludwig

23          Consent of Virchow, Krause & Company, LLP,  Independent        23.1
            Certified Public Accountants, to the filing of the Financial
            Statements of Silicon Systems, L.L.C. included herein
[Item 7.(a)(i)]

                          INDEPENDENT AUDITORS' REPORT

Members
Silicon Sensors, LLC
Dodgeville, Wisconsin

We have audited the accompanying  balance sheets of Silicon  Sensors,  LLC as of
September  30, 2001 and 2000 and the related  statements  of income and members'
equity and cash flows for the years then ended.  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 of  America.  Those  standards  require  that we plan and
perform the audit 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
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Silicon  Sensors,  LLC as of
September 30, 2001 and 2000 and the results of its operations and cash flows for
the years then ended in conformity with accounting principles generally accepted
in the United States of America.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information provided, as
identified  in the table of contents,  is presented  for purposes of  additional
analysis  and is not a required  part of the basic  financial  statements.  Such
information has been subjected to the auditing  procedures  applied in the audit
of basic  financial  statements  and, in our  opinion,  is fairly  stated in all
material  respects  in  relation to the basic  financial  statements  taken as a
whole.

/s/ Virchow, Krause & Company, LLP
Madison, Wisconsin
October 24, 2001
SILICON SENSORS, LLC

                                 BALANCE SHEETS
                           September 30, 2001 and 2000
ASSETS                                                              2001                        2000
------                                                     ---------------------       ----------------------
CURRENT ASSETS
     Cash and cash equivalents                                       $  62,716                 $   45,632
     Accounts receivable                                               421,807                    526,866
     Inventories                                                       780,510                    719,600
     Member advances                                                    52,469                     42,300
     Other current assets                                               37,067                     25,379
                                                           ---------------------       ----------------------
          Total Current Assets                                       1,354,569                  1,359,777
                                                           ---------------------       ----------------------
EQUIPMENT AND FURNISHINGS
     Machinery and equipment                                         1,223,085                  1,055,471
     Office furnishings                                                221,911                    192,825
                                                           ---------------------       ----------------------
                                                                     1,444,996                  1,248,296
     Less:  Accumulated depreciation                                  (795,914)                  (578,794)
                                                           ---------------------       ----------------------
          Net Equipment and Furnishings                                649,082                    669,502
                                                           ---------------------       ----------------------
OTHER ASSETS, NET
     Non-compete agreement                                               5,210                     83,961
     Other                                                               6,000                      8,988
                                                           ---------------------       ----------------------
          Total Other Assets                                            11,210                     92,949
                                                           ---------------------       ----------------------

TOTAL ASSETS                                                       $ 2,014,861                $ 2,122,228
                                                           =====================       ======================

LIABILITIES AND MEMBERS' EQUITY
-------------------------------
CURRENT LIABILITIES
     Accounts payable                                               $  122,303                 $  166,351
     Accrued expenses                                                  178,029                    142,859
     Current maturities of debt                                        387,971                    505,473
                                                           ---------------------       ----------------------
          Total Current Liabilities                                    688,302                    814,683

LONG-TERM LIABILITIES                                                  711,686                    773,377
                                                           ---------------------       ----------------------

          Total Liabilities                                          1,399,988                  1,588,060

MEMBERS' EQUITY                                                        614,873                    534,168
                                                           ---------------------       ----------------------

TOTAL LIABILITIES AND MEMBERS' EQUITY                              $ 2,014,861                $ 2,122,228
                                                           =====================       ======================
                 See accompanying notes to financial statements.
SILICON SENSORS, LLC

                    STATEMENTS OF INCOME AND MEMBERS' EQUITY
                     Years Ended September 30, 2001 and 2000
2001                        2000
                                                           ---------------------       ----------------------
NET SALES                                                          $ 4,377,348                $ 3,559,471

COST OF GOODS SOLD                                                   3,023,849                  2,290,194
                                                           ---------------------       ----------------------
     Gross Profit                                                    1,353,499                  1,269,277
                                                           ---------------------       ----------------------
OPERATING EXPENSES
     Selling                                                           321,845                    341,021
     Engineering                                                       242,971                    301,579
     Administrative                                                    462,302                    474,334
                                                           ---------------------       ----------------------
          Total Operating Expenses                                   1,027,118                  1,116,934
                                                           ---------------------       ----------------------

          Income from Operations                                       326,381                    152,343
                                                           ---------------------       ----------------------
OTHER INCOME (EXPENSE)
     Interest expense                                                  (90,146)                  (104,527)
     Other income                                                        5,521                      1,132
                                                           ---------------------       ----------------------
           Net Other Expense                                           (84,625)                  (103,395)
                                                           ---------------------       ----------------------

               Income Before Cumulative Effect                         241,756                     48,948

Cumulative effect of a change in accounting principle                     --                      (38,317)
                                                           ---------------------       ----------------------

NET INCOME                                                          $  241,756                  $  10,631
                                                           =====================       ======================

MEMBERS' EQUITY - Beginning of Year                                 $  534,168                  $ 566,460
     Net income                                                        241,756                     10,631
     Members' distributions                                           (161,051)                   (42,923)
                                                           ---------------------       ----------------------

MEMBERS' EQUITY - END OF YEAR                                       $  614,873                  $ 534,168
                                                           =====================       ======================
                 See accompanying notes to financial statements.
SILICON SENSORS, LLC

                            STATEMENTS OF CASH FLOWS
                     Years Ended September 30, 2001 and 2000
2001                    2002
                                                                   -------------------       -----------------
CASH FLOWS FROM OPERATING ACTIVITIES
     Cash received from customers                                       $ 4,487,930             $ 3,478,285
     Cash paid to suppliers and employees                                (3,805,583)             (3,245,028)
     Interest paid                                                          (94,471)               (105,653)
     Income taxes received (paid)                                           (33,847)                 25,632
                                                                   -------------------       -----------------
             Net Cash Flows From Operating Activities                       554,029                 153,236
                                                                   -------------------       -----------------
CASH FLOWS FROM INVESTING ACTIVITIES
     Capital expenditures                                                   (88,316)               (210,904)
     Proceeds from sale of assets                                               --                   13,198
                                                                   -------------------       -----------------
             Net Cash Flows from Investing Activities                       (88,316)               (197,706)
                                                                   -------------------       -----------------
CASH FLOWS FROM FINANCING ACTIVITIES
     Net change in revolving credit facility                               (160,000)                185,000
     Payments on long-term debt                                            (167,802)               (153,817)
     Proceeds from long-term debt                                            40,224                  15,276
     Members' distributions                                                (161,051)                (42,923)
                                                                   -------------------       -----------------
             Net Cash Flows From Financing Activities                      (448,629)                  3,536
                                                                   -------------------       -----------------

     Net Change in Cash and Cash Equivalents                                 17,084                 (40,934)

CASH AND CASH EQUIVALENTS - Beginning of Year                                45,632                  86,566
                                                                   -------------------       -----------------

CASH AND CASH EQUIVALENTS - End of Year                                  $   62,716               $  45,632
                                                                   ===================       =================
RECONCILIATION OF NET INCOME TO NET CASH
   FLOWS FROM OPERATING ACTIVITIES
     Net income                                                          $  241,756               $  10,631
     Adjustments to reconcile net income to net cash
       flows from operating activities
          Noncash items included in income
               Depreciation                                                 295,871                 261,917
          Nonoperational items included in income
               Loss (gain) on asset disposal                                    --                   (1,082)
               Change in accounting principle                                   --                   38,317
     Changes in noncash components of working capital
          Accounts receivable                                               105,059                 (98,906)
          Other receivables                                                  (7,182)                    --
          Inventories                                                       (60,909)               (172,519)
          Other current assets                                              (11,688)                 18,812
          Accounts payable and other current liabilities                     (8,878)                 96,066
                                                                   -------------------       -----------------

NET CASH FLOWS FROM OPERATING ACTIVITIES                              $     554,029               $ 153,236
                                                                   ===================       =================
                 See accompanying notes to financial statements.
SILICON SENSORS, LLC

                         NOTES TO FINANCIAL STATEMENTS
                          September 30, 2001 and 2000

NOTE 1 - ORGANIZATION AND BUSINESS

Nature of Operations
--------------------
Silicon  Sensors,  LLC,  a  limited  liability  company,   manufactures  silicon
photodiodes and optical assemblies. Sales are to customers in the United States,
Europe and Japan.

NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents
-------------------------
The company  defines  cash and cash  equivalents  as highly  liquid,  short-term
investments with a maturity at the date of acquisition of three months or less.

Accounts Receivable
-------------------
The company grants credit to customers,  most of which are located in the United
States,  Europe and Japan.  No  allowance  for doubtful  accounts is  considered
necessary.

Inventories
-----------
Inventories  are valued at lower of cost using the  first-in,  first-out  (FIFO)
method or market.  Work in process  includes the cost of materials,  labor,  and
overhead.

Equipment and Furnishings
-------------------------
Equipment and furnishings  are recorded at cost.  Depreciation is provided using
the straight-line method.  Expenditures for maintenance and repairs are expensed
as incurred. Estimated useful lives are as follows:
                                                    Years
                                                    -----
                Machinery and equipment             2 -10
                Office furnishings                  3 - 7

Other Assets, Net
-----------------
Organization  costs and amounts paid to the former owner of the business under a
non-compete  agreement are being amortized using the  straight-line  method over
five  years,  commencing  November  4,  1996.  Accumulated  amortization  as  of
September 30, 2001 is $344,790. (See Note 12)

Income Taxes
------------
The company is not a tax paying  entity;  thus there is no provision for federal
or state income taxes  recorded in the financial  statements.  The income of the
company is allocated to the income interest members in accordance with the terms
of the company's operating agreement and reported on their respective income tax
returns.

Because the company has a September 30 year end date, it is required to deposit,
with the  Internal  Revenue  Service,  an amount  equal to 25% of the prior year
taxable income extended times the maximum federal income tax rate. Other current
assets at September 30, 2001, include $33,847 of a prepaid income tax deposit.

Estimates
---------
The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America 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.

Reclassification
----------------
For  comparability,  certain 2000 amounts have been reclassified to conform with
classifications adopted in 2001.

NOTE 3 - INVENTORIES

Inventories consist of the following at September 30:

                                         2001             2000
                                     ------------     ------------
         Raw materials                 $607,151         $545,194
         Work in process                 77,831           68,569
         Finished goods                  95,528          105,837
                                     ------------     ------------
         Total Inventories             $780,510         $719,600

NOTE 4 - DEBT AND LONG-TERM LIABILITIES

Notes payable and obligations at September 30 consist of the following:

                                             2001             2000
                                         ------------     ------------
Revolving Credit Facility - Prime        $  175,000       $  335,000
Bank Term Loan - Prime less 1/2%            216,686          316,682
Installment Note                             53,781           15,276
Member Loan - Prime                          65,000           65,000
Subordinated Debt - 7.18%                   436,074          473,575
Deferred Payment-Interest Imputed at 9%     153,116           73,316
                                         ------------     ------------
  Total                                  $1,099,657       $1,278,849
     Less: Current portion                 (387,971)        (505,473)
                                         ------------     ------------
     Long-Term Portion                   $  711,686       $  773,376
                                         ============     ============

The company has a loan and security  agreement  with a bank which provides for a
revolving credit facility and a term loan. Borrowings under each arrangement are
secured  by  substantially  all of the  assets  of the  company  and  personally
guaranteed  up to $350,000 by the income  interest  members of the company.  The
agreements  contain  covenants  with  respect  to  the  maintenance  of  certain
financial ratios, additional borrowings, and capital expenditures.

The revolving credit facility matured October 1, 2000 and was renewed for a four
month term as of that date.  Borrowings  under the  agreement  are limited to an
amount  equal  to 80% of  eligible  accounts  receivable  plus  50% of  eligible
inventories,  with a maximum  amount of  $1,000,000,  and bear  interest  at the
bank's prime rate.

The term loan is payable in monthly  installments  of $8,333 plus  interest over
seven years.

Installment note is payable in monthly  installments  over 5 years,  interest at
3%.

Subordinated debt was negotiated in connection with the purchase of the business
and is payable to the former  owner (who is also a member of the  company).  The
note is payable in quarterly  installments of $17,627 through October, 2003 with
a $341,272 balloon payment due November 4, 2003. The note is  collateralized  by
substantially  all of the assets of the company and is personally  guaranteed by
one of the  income  interest  members.  The  note  and any  claims  against  the
collateral are subordinated to amounts due and security interests under the bank
loan and security  agreement.  Claims  against the personal  guarantee  are also
limited as long as there are balances outstanding under the bank loans.

Deferred  payment  represents  an  amount  payable  to the  former  owner of the
business  (who is also a member of the  company)  under an earn-out  arrangement
contained  in the  purchase  agreement  discounted  at 9%.  For each of the five
twelve month periods ending October 31, 2001, the company is obligated to pay to
the  former  owner an amount  equal to 10% of sales for the  period in excess of
$3,000,000.  Annual  amounts earned under the  arrangement  are payable in three
equal annual  installments  commencing in January of the  succeeding  year.  The
maximum  amount which can be earned under this  arrangement  over the  five-year
period is $450,000.

Maturities on long-term  liabilities  for years ending after  September 30, 2001
are as follows:
                    2002                   $  387,971
                    2003                      276,124
                    2004                      414,230
                    2005                       11,481
                    2006                        9,851
                                           ----------
                    Total                  $1,099,657

NOTE 5 - MEMBERS' EQUITY

The former owner of the business owns a 10%  liquidation  and voting interest in
the  company.  Under  the  terms of the  company's  operating  agreement,  after
November 1, 2001, this member may put his membership interest to the company for
an amount  equal to the greater of $350,000 or 10% of the then fair market value
of the  company.  Upon the  earlier to occur of the death of this  member or the
transfer of his interest,  the company may, at its option,  redeem such member's
interest under  equivalent  terms. In either event,  the amount payable is to be
first  reduced by any amounts  paid,  up to  $350,000,  to such member under the
earn-out arrangement. (See Note 4)

NOTE 6 - PROFIT SHARING PLAN

The  company  has a  qualified  profit  sharing  plan  with  a  401(K)  deferred
compensation  provision.  The Plan covers all full-time employees who qualify as
to age and length of service.  Company contributions to the plan are made at the
discretion  of the managing  members.  Employees may also elect to make deferred
income  contributions to the Plan. There is no company matching  requirement for
such  employee  contributions.  Profit  sharing  expense  for  the  years  ended
September 30, 2001 and 2000 was $40,020 and $36,872.

NOTE 7 - COMMITMENTS

Operating Leases
----------------
The company  leases its office and plant  facility from a member of the business
under a five year  operating  lease,  which  commenced  November  4, 1996,  at a
monthly rental rate of $5,000.  The lease provides two five-year renewal options
and a right of first refusal to purchase the facility and certain  adjacent land
owned by the lessor.  The company  exercised a five-year  renewal  option during
2001.  However,  the company has the option to  terminate  the lease at any time
after April 30, 2003.

Minimum  future  lease  payments  on this  lease at  September  30,  2001 are as
follows:
                    2002                     $ 66,600
                    2003                       39,200
                                             --------
                    Total                    $105,800

Rent expense was $60,000 for the years ended  September  30, 2001 and 2000.  The
company is responsible for the payment of property taxes, insurance, maintenance
and utilities.

Effective  December 13, 1999 the company entered into an automobile  lease which
extends to November 13, 2002, at a rate of $750 per month. Lease expense for the
years ended September 30, 2001 and 2000 was $9,000 and $7,500, respectively.

NOTE 8 - RELATED PARTY TRANSACTIONS

Interest paid to members under the  subordinated  debt agreement and member loan
totaled  $41,837 for the year ended  September 30, 2001 and $41,056 for the year
ended September 30, 2000.

The company has a member  advance of $52,300 and $41,000 at  September  30, 2001
and 2000,  respectively.  The  amount  is  classified  as a current  asset as no
written agreement exists.

NOTE 9 - OTHER MATTERS

Major Customers
---------------
A substantial  portion of the  company's  sales are to two  customers.  Sales to
these customers totaled  $2,068,000 during the year ended September 30, 2001 and
$749,000 during the year ended September 30, 2000.

Major Vendors
-------------
Materials  purchased  from two major vendors  totaled  $244,000  during the year
ended September 30, 2001 and $197,000 during the year ended September 30, 2000.

NOTE 10 - SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

A  non-cash  transaction  recorded  during  the year ended  September  30,  2001
resulted  from  the  increase  in  the  deferred   payment  under  the  earn-out
arrangement  of  $110,899,  which  amount has been  allocated to the cost of the
assets acquired upon the purchase of the business.

NOTE 11 - CONCENTRATIONS OF CREDIT RISK

The company  maintains its cash in bank deposit  accounts which,  at times,  may
exceed federally  insured limits.  The company has not experienced any losses in
such accounts.  The company believes it is not exposed to any significant credit
risk.

NOTE 12 - CHANGE IN ACCOUNTING PRINCIPLE

During the year ended September 30, 2000, the company adopted SOP 98-5 Reporting
on Costs of  Start-up  Activities,  which  requires  start-up  costs  (including
organization  costs)  to  be  expensed  as  incurred.   The  company  wrote  off
organizational expenses of $38,317 as a result of this change.
[Item 7.(a)(ii)]

                               SILICON SENSORS LLC
                                  Balance Sheet
                                   (UNAUDITED)

                                                      At July 31st
ASSETS                                 ----------------------------------------
------                                        2002                     2001
CURRENT ASSETS                         ------------------     -----------------
   Cash                                $       7,043          $      26,352
   Accounts Receivable                       328,156                475,484
   Inventory                                 505,115                762,199
   Other Current Assets                       10,202                 13,984
                                       ------------------     -----------------
TOTAL CURRENT ASSETS                         850,516              1,278,019

EQUIPMENT & FURNISHINGS
   Equipment                               1,242,443              1,105,971
   Leasehold Improvements                      7,746                 12,245
   Office Furnishings                        222,276                208,083
                                       ------------------     -----------------
                                           1,472,465              1,326,299
     Less Accumulated Depreciation          (948,360)              (758,747)
                                       ------------------     -----------------
   Net Equipment & Furnishings               524,105                567,552

OTHER ASSETS                                   6,000                 24,335
                                       ------------------     -----------------
TOTAL ASSETS                           $   1,380,621          $   1,869,906
                                       ==================     =================

LIABILITIES AND EQUITY
----------------------
CURRENT LIABILITIES
   Accounts Payable                    $     127,921          $    169,077
   Accrued Expenses                          136,354               115,431
   Current Maturities on Debt                 49,713               137,500
                                       ------------------     -----------------
TOTAL CURRENT LIABILITIES                    313,988               422,008

LONG TERM LIABILITIES                        853,482               796,580
                                       ------------------     -----------------
   Total Liabilities                       1,167,470             1,218,588

MEMBERS' EQUITY                              213,151               651,318
                                       ------------------     -----------------
TOTAL LIABILITIES & EQUITY             $   1,380,621          $  1,869,906
                                       ==================     =================
SILICON SENSORS LLC
                                Income Statement
                                   (UNAUDITED)
                     For the Ten Months Ended July 31, 2002

                                                     YEAR TO DATE
                                       ----------------------------------------
                                             2002                  2001
                                       ------------------     -----------------

SALES                                  $   2,482,907          $   3,835,967

COST OF GOODS SOLD                         1,982,667              2,646,277
                                       ------------------     -----------------
GROSS PROFIT                                 500,240              1,189,690

OPERATING EXPENSES
  Selling                                    262,350                275,775
  Engineering                                176,203                205,764
  Administration                             346,947                387,754
                                       ------------------     -----------------
INCOME FROM OPERATIONS                      (285,260)               320,398

OTHER INCOME/(EXPENSE)                        38,789                  4,561
INTEREST EXPENSE                             (56,824)               (78,947)
ACQUISITION COSTS                           (113,542)                  -
                                       ------------------     -----------------

NET INCOME (LOSS)                      $    (416,836)         $     246,011
                                       ==================     =================
SILICON SENSORS LLC
                            Statements of Cash Flows
                                  (UNAUDITED)
                     For the Ten Months Ended July 31, 2002

CASH FLOWS FROM OPERATING ACTIVITIES
     Cash received from Customers                        $    2,619,030
     Cash paid to suppliers and employees                    (2,429,949)
     Interest paid                                              (62,346)
     Income taxes received (paid)                                33,847
                                                         ----------------------
          Net Cash Flows From Operating Activities              160,582
                                                         ----------------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Capital Expenditures                                       (35,106)
     Proceeds from Sale of Fixed Asset                              200
                                                         ----------------------
          Net Cash Flows From Investing Activities              (34,906)
                                                         ----------------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Net change in revolving credit facility                    125,000
     Payments on long-term debt                                (321,462)
     Proceeds from long-term debt                                   -
     Members' Equity                                            125,000
     Members' Distributions                                    (109,886)
                                                         ----------------------
          Net Cash Flows From Financing Activities             (181,348)
                                                         ----------------------

          Net Change in Cash and Cash Equivalents               (55,672)

CASH AND CASH EQUIVALENTS - Beginning of Year                    62,715
                                                         ----------------------
CASH AND CASH EQUIVALENTS - End of Year                  $        7,043
                                                         ======================

RECONCILIATION OF NET INCOME TO NET CASH FLOWS
  FROM OPERATING ACTIVITIES
    Net Income (Loss)                                    $     (416,836)
    Adjustments to reconcile net income
      to net cash flows from operating activities
        Noncash items included in income
          Depreciation                                          162,847
        Nonoperational items included in income
          Loss (gain) on asset disposal                           2,247
    Changes in noncash components of working capital
        Accounts receivable                                     136,124
        Other receivables                                        10,469
        Inventories                                             275,395
        Other current assets                                     26,392
        Accounts payable and other current liabilities          (36,056)
                                                         ----------------------
NET CASH FLOWS FROM OPERATING ACTIVITIES                 $      160,582
                                                         ======================
SIGNATURES

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

                                         ADVANCED PHOTONIX, INC.

                                     By: /s/ Brock Koren
                                         ------------------------
                                         Brock Koren, President and Chief
                                           Executive Officer

Dated: September 3, 2002