Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)
                      THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 27, 2004


                      THE SECURITIES EXCHANGE ACT OF 1934

                           Commission file no. 1-11056

                             ADVANCED PHOTONIX, INC.

                  Incorporated pursuant to the Laws of Delaware

                   IRS Employer Identification No. 33-0325826

                     1240 Avenida Acaso, Camarillo, CA 93012

                                 (805) 987-0146

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

On August 6, 2004,  13,399,059 shares of Class A Common Stock,  $.001 par value,
and 31,691 shares of Class B Common Stock, $.001 par value, were outstanding.

                             ADVANCED PHOTONIX, INC.



  Item 1.  Financial Statements (Unaudited)

             Consolidated Balance Sheet at June 27, 2004                 3 - 4

             Consolidated Statements of Operations for the three           5
               month periods ended June 27, 2004 and June 29, 2003

             Consolidated Statements of Cash Flows for the three           6
               month periods ended June 27, 2004 and June 29, 2003

           Notes to Consolidated Financial Statements                    7 - 9

  Item 2.  Management's Discussion and Analysis                         10 - 12

  Item 3.  Controls and Procedures                                         13

PART II    OTHER INFORMATION                                               14

           SIGNATURES                                                      15


                             ADVANCED PHOTONIX, INC.

                           CONSOLIDATED BALANCE SHEET
                                AT JUNE 27, 2004

Cash and cash equivalents                                                               $        992,000
Short term investments                                                                         1,700,000
Accounts receivable, less allowance of $46,000                                                 2,362,000
Inventories                                                                                    2,654,000
Prepaid expenses and other current assets                                                        256,000
         Total Current Assets                                                                  7,964,000

EQUIPMENT AND LEASEHOLD IMPROVEMENTS, at cost                                                  4,786,000
Less accumulated depreciation and amortization                                                (3,443,000)
         Equipment and Leasehold Improvements, net                                             1,343,000

Goodwill, net of accumulated amortization of $353,000                                          2,421,000
Patents, net of accumulated amortization of $48,000                                               15,000
Non-Compete Agreement, net of current portion and                                                 13,000
     accumulated amortization of $137,000
Other                                                                                             24,000
         Total Other Assets                                                                    2,473,000
TOTAL ASSETS                                                                            $     11,780,000


                             ADVANCED PHOTONIX, INC.

                     CONSOLIDATED BALANCE SHEET - Continued
                                AT JUNE 27, 2004

Line of credit                                                                          $        400,000
Accounts payable                                                                                 891,000
Accrued salaries, wages and benefits                                                             352,000
Current portion of capital lease payable                                                          13,000
Other accrued expenses                                                                            61,000
         Total Current Liabilities                                                             1,717,000

Capital lease payable, net of current portion                                                     9,000

Class A redeemable convertible preferred stock, $.001 par value;                                 32,000
         780,000 shares authorized; 40,000 shares issued and outstanding
Preferred stock, $.001 par value; 10,000,000 shares authorized; 780,000
         shares designated Class A redeemable convertible; no shares
         issued and outstanding other than Class A redeemable convertible                          --

Class A common stock, $.001 par value; 50,000,000 shares authorized;
         13,399,059 shares issued and outstanding                                                13,000

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

Additional paid-in capital                                                                   27,647,000
Accumulated Deficit                                                                         (17,638,000)
         Total Shareholders' Equity                                                          10,022,000
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                              $    11,780,000

                 See notes to consolidated financial statements.


                             ADVANCED PHOTONIX, INC.


For the three month periods ended                                      June 27, 2004          June 29, 2003
-----------------------------------------------------               --------------------   ------------------

SALES                                                               $    3,253,000          $   2,647,000

Cost of Goods Sold                                                       1,956,000              1,774,000
                                                                    --------------------    ------------------

GROSS PROFIT                                                             1,297,000                873,000

Research and development expenses                                           42,000                 78,000
Sales and marketing expenses                                               283,000                241,000
General and administrative expenses                                        619,000                443,000
                                                                    --------------------    ------------------

INCOME FROM OPERATIONS                                                     353,000                111,000
                                                                    --------------------    ------------------

Interest income                                                              5,000                  5,000
Interest expense                                                            (5,000)                (9,000)
Other, net                                                                  (6,000)                 6,000
                                                                    --------------------    --------------------
Other Income, net                                                           (6,000)                 2,000
                                                                    --------------------    ------------------

NET INCOME                                                           $     347,000           $    113,000
                                                                    ====================    ==================

Basic Earnings Per Share                                                  $ 0.03                 $ 0.01
Diluted Earnings Per Share                                                $ 0.02                 $ 0.01

Weighted Average Shares Outstanding                                     13,431,000             13,406,000

                 See notes to consolidated financial statements.


                             ADVANCED PHOTONIX, INC.


For the three month periods ended                                      June 27, 2004          June 29, 2003
Net Income                                                             $     347,000          $     113,000
Adjustments to reconcile net income to net cash provided by
(used by) operating activities:
     Depreciation                                                             91,000                 75,000
     Amortization                                                             20,000                 20,000
     Disposal of fixed assets                                                 14,000                   --
Changes in operating assets and liabilities:
     Short-term investments                                                     --                 (300,000)
     Accounts receivable                                                      79,000                 81,000
     Inventories                                                            (431,000)              (119,000)
     Prepaid expenses and other current assets                                34,000                 62,000
     Other assets                                                             17,000                (11,000)
     Accounts payable and accrued expenses                                    63,000               (226,000)
                                                                        ---------------        ---------------
  Net cash provided by (used by) operating activities                        234,000               (305,000)
                                                                        ---------------        ---------------
Capital expenditures                                                         (44,000)               (83,000)
                                                                        ---------------        ---------------
  Net cash used by investing activities                                      (44,000)               (83,000)
                                                                        ---------------        ---------------
Repayment of line of credit                                                 (500,000)                  --
Proceeds from exercise of stock options                                        1,000                  9,000
Proceeds from sale of fixed assets                                             2,000                   --
                                                                        ---------------        ---------------
  Net cash provided by (used by) financing activities                       (497,000)                 9,000
                                                                        ---------------        ---------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                   (307,000)              (379,000)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                           1,299,000                902,000
                                                                        ---------------        ---------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                              $    992,000           $    523,000
                                                                        ===============        ===============

                 See notes to consolidated financial statements.


                             ADVANCED PHOTONIX, INC.
                                  June 27, 2004


The  accompanying   unaudited  consolidated  financial  statements  include  the
accounts of Advanced  Photonix,  Inc. ("the  Company") and the Company's  wholly
owned subsidiaries, Silicon Sensors Inc. ("SSI") and Texas Optoelectronics, Inc.
("TOI").   These  consolidated   financial  statements  have  been  prepared  in
accordance with accounting  principles  generally  accepted in the United States
for interim  financial  information and with the instructions to Form 10-QSB and
Article 10 of Regulation S-X and Regulation  S-B. All  significant  intercompany
accounts and transactions  have been eliminated in  consolidation.  Accordingly,
they do not  include all of the  information  and notes  required by  accounting
principles  generally  accepted  in the  United  States for  complete  financial
statements. In the opinion of management,  all adjustments (consisting of normal
recurring  adjustments)  necessary for a fair  presentation  have been included.
Operating  results  for the  three  month  period  ended  June 27,  2004 are not
necessarily  indicative  of the results that may be expected for the fiscal year
ending  March  27,  2005.  For  further  information,  refer  to  the  financial
statements  and notes thereto  included in the Advanced  Photonix,  Inc.  Annual
Report on Form 10-KSB for the fiscal year ended March 28, 2004.


Net  Income  (Loss)  Per  Share:  Net  income  (loss)  per share is based on the
weighted  average  number of common shares  outstanding.  Such weighted  average
shares were approximately 13,431,000 at June 27, 2004 and 13,406,000 at June 29,
2003. Net income (loss) per share  calculations are in accordance with Statement
of Financial  Accounting  Standards ("SFAS") No. 128, "Earnings per Share" (SFAS
128).  Accordingly,  "basic" net income (loss) per share is computed by dividing
net income (loss) by the weighted  average number of shares  outstanding for the
year. The impact of Statement 128 on the calculation of earnings per share is as

                                         Three Months Ended   Three Months Ended
   BASIC                                    June 27, 2004        June 29, 2003
   -----                                    -------------        -------------
   Average Shares Outstanding                 13,431,000           13,406,000
   Net Income                                    347,000              113,000
   Basic Income Per Share                        $  0.03              $  0.01


NOTE 2 - Continued

                                         Three Months Ended   Three Months Ended
   DILUTED                                  June 27, 2004        June 29, 2003
   -------                                  -------------        -------------
   Average Shares Outstanding                 13,431,000           13,406,000
   Net Effect of Dilutive Stock Options
     based on the treasury stock method
     using average market price                  797,600              156,900

   Total Shares                               14,228,600           13,562,900
   Net Income                                    347,000              113,000
   Diluted Earnings Per Share                    $  0.02          anti-dilutive

   Average Market Price of Common Stock          $  2.36               $ 0.92
   Ending Market Price of Common Stock           $  2.40               $ 0.90

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

    Three Months Ended June 27, 2004        Three Months Ended June 29, 2003
    --------------------------------        --------------------------------
    No. of Shares          Exercise          No. of Shares         Exercise
     Underlying            Price Per          Underlying           Price Per
      Options                Share             Options               Share
    --------------------------------         -------------------------------

      27,700                 2.5000            16,000                0.5000

       1,000                 3.0940            56,000                0.5630

     350,000                 3.1875            45,000                0.6100

      50,000                 5.3440               500                0.6250
     428,700                                   18,000                0.6500
                                              226,668                0.6700

                                                5,000                0.6875

                                               56,000                0.7500

                                              238,000                0.8000

                                               76,250                0.8600

                                               14,500                1.1875

                                               64,300                1.2500

                                                4,000                1.6250

                                               88,000                1.8750

                                               30,500                2.5000

                                                1,000                3.0940

                                              350,000                3.1875

                                               50,000                5.3440


NOTE 2 - Continued

Inventories:  Inventories consist of the following:

                                                             June 27, 2004
     Raw materials                                             $ 2,548,000
     Work in progress                                            1,496,000
     Finished products                                             127,000
     Total inventories                                         $ 4,171,000
     Less reserve                                                 (934,000)
     Progress bill and customer prepaid inventory                 (583,000)
     Inventories, net                                          $ 2,654,000


In  December  2003,  the  FASB  issued   Interpretation   46(r),  ("FIN  46(r)")
"Consolidation  of  Variable  Interest  Entities".   The  pronouncement   amends
Accounting  Research Bulletin 51 to set standards to require financial statement
consolidation  of  certain  variable   interest   entities  that  meet  specific
characteristics  if the  company  has a  controlling  financial  interest.  This
interpretation  shall be applied to all variable interest entities by the end of
the first reporting  period ending after December 15, 2004, for enterprises that
are small  business  issuers.  The  Company  will adopt this  Interpretation  on
October 1, 2004.

The Company  does not believe  that this  accounting  pronouncement  will have a
material impact on its financial position or results of operations.


Item 2. Management's Discussion and Analysis

Application of Critical Accounting Policies
Application of our accounting policies requires management to make judgments and
estimates about the amounts  reflected in the financial  statements.  Management
uses historical experience and all available information to make these estimates
and judgments, although differing amounts could be reported if there are changes
in the  assumptions  and estimates.  Estimates are used for, but not limited to,
the accounting for the allowance for doubtful  accounts,  inventory  allowances,
restructuring  costs,  impairment costs,  depreciation and  amortization,  sales
discounts and returns,  warranty costs, taxes and contingencies.  Management has
identified the following  accounting policies as critical to an understanding of
our financial statements and/or as areas most dependent on management's judgment
and estimates.

Revenue Recognition
We  generally  recognize  revenue  when  persuasive  evidence of an  arrangement
exists,  delivery has occurred, the price is fixed or readily determinable,  and
collectibility is probable;  which is generally the date of shipment.  Sales are
recorded net of sales returns and discounts.  We recognize revenue in accordance
with Staff  Accounting  Bulletin  No. 101,  "Revenue  Recognition  in  Financial

Impairment of Long-Lived Assets
We  continually  review the  recoverability  of the carrying value of long-lived
assets using the  methodology  prescribed  in Statement of Financial  Accounting
Standards (SFAS) 144,  "Accounting for the Impairment and Disposal of Long-Lived
Assets." We also review long-lived assets and the related  intangible assets for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying value of such assets may not be  recoverable.  Upon such an occurrence,
recoverability  of these  assets  is  determined  by  comparing  the  forecasted
undiscounted net cash flows to which the assets relate,  to the carrying amount.
If the asset is  determined  to be unable to recover its  carrying  value,  then
intangible  assets,  if any,  are  written  down  first,  followed  by the other
long-lived  assets to fair value.  Fair value is determined  based on discounted
cash flows, appraised values or management's estimates,  depending on the nature
of the assets.

Deferred Tax Asset Valuation Allowance
We record a deferred  tax asset in  jurisdictions  where we  generate a loss for
income tax purposes.  Due to our history of operating losses, we have recorded a
full valuation  allowance  against these deferred tax assets in accordance  with
SFAS 109, "Accounting for Income Taxes," because, in management's  judgment, the
deferred tax assets may not be realized in the foreseeable future.

Our  inventories are stated at standard cost (which  approximates  the first-in,
first-out method) or market.  Slow moving and obsolete  inventories are analyzed
quarterly.  To  calculate  a reserve  for  obsolescence,  we compare the current
on-hand  quantities with both the projected usages for a two-year period and the
actual usage over the past 12 months.  On-hand quantities greater than projected
usage are calculated at the standard unit cost. The production,  engineering and
purchasing departments review the initial list of slow-moving and obsolete items
to identify items that have alternative uses in new or existing products.  These
items are then excluded from the analysis.  The remaining  amount of slow-moving
and obsolete inventory is then reserved for.  Additionally,  non-cancelable open
purchase  orders for parts we are  obligated  to purchase  where demand has been
reduced may be  reserved.  Reserves  for open  purchase  orders where the market
price is lower than the purchase order price are also established.


Accounts Receivable and Allowance for Doubtful Accounts
The Allowance for Doubtful  Accounts is  established  by analyzing  each account
that has a balance over 90 days past due. Each account is individually  assigned
a probability of collection.  The total amount determined to be uncollectible in
the  90-days-past-due  category is then reserved  fully.  The percentage of this
reserve to the  90-days-past-due  total is then  established  as a guideline and
applied  to the  rest  of the  non-current  accounts  receivable  balance  where
appropriate.  When other  circumstances  suggest  that a  receivable  may not be
collectible,  it is immediately  reserved for, even if the receivable is not yet
in the 90-days-past-due category.



Sales for the first  quarter of fiscal year 2005 ("Q1 05") were  $3,253,000,  an
increase of $606,000 or 23% from sales of  $2,647,000  for the first  quarter of
fiscal year 2004 ("Q1 04"). While the Company recorded  increases in four of its
principal market segments,  the most significant revenue increases came from its
military/aerospace  and medical markets. Sales to the military aerospace markets
rose to $1.3  million in Q1 05, an  increase  of  $440,000 or 50% over the prior
year, and  represented 40% of total sales for the quarter (as compared to 33% of
total sales for Q1 04).  Similarly,  sales to the medical  markets  increased by
$140,000 or 35% over Q1 04, and  represented  16% of total sales for the quarter
(as compared to 15% for Q1 04). While we continue to expect sales to increase in
fiscal 2005 as compared to fiscal 2004, the quarter to quarter  comparisons  can
vary  significantly  for both revenue and market analyses due to fluctuations in
customer  delivery and production  schedules which are beyond the control of the


Cost of goods sold  increased  by $182,000  (10%) in Q1 05 as compared to Q1 04.
Stated  as a  percentage  of net  sales,  cost  of  goods  sold  decreased  by 7
percentage  points to 60% as compared to 67% in Q1 04.  Likewise,  gross  profit
margin on net sales  increased 7 percentage  points to 40% as compared to 33% in
Q1 04. The  improvement  in gross margin is directly  attributable  to increased
revenue  allowing for greater  absorption of fixed overhead  expenses as well as
production   efficiencies   achieved   through  the   integration   of  multiple
manufacturing  facilities. As the closing of the Garland, Texas facility was not
completed  until May 2003,  the results for Q1 04 included  additional  overhead
expenses  associated  with that  facility.  As that  business has now been fully
absorbed  into the  California  and  Wisconsin  facilities,  total  overhead has
decreased significantly.  In addition, Q1 05 margins were positively impacted by
variations in product mix, as customer delivery  schedules allowed for a greater
percentage of products which  typically carry higher gross margins to be shipped
during the quarter.  As such, the Company  expects that the current gross margin
may be slightly  higher than what can be expected  during the  remainder  of the
fiscal year and  anticipates  that year end margin  levels will be reflective of
those realized in fiscal 2004.


Research and  development  ("R & D") costs decreased by $36,000 (48%) to $42,000
in Q1 05 as compared to Q1 04. The  decrease in R & D costs is the result of the
Company's  ongoing plan to focus the R & D department  on those  projects  which
offer higher commercial  potential per dollar spent.  Thus, R&D expenses for any
given  quarter  are  directly  reflective  of the  specific  projects  currently
underway and the costs incurred during that period.  During the remainder of the
fiscal  year,  we expect to see slight  increases  in R & D  spending,  based on
current revenue and project trends.  However, R & D costs can vary, depending on
the level of  activity  associated  with new  product  development  projects  or
customer-requested development contracts.

Marketing and sales expenses  increased by $42,000 (17%) to $283,000 in Q1 05 as
compared to Q1 04. Stated as a percentage of sales, marketing and sales expenses
have  remained  at 9% for both Q1 05 and Q1 04.  The slight  increase  in actual
expense  was  due  to  increased  advertising  and  personnel-related  expenses,
including  travel and  commission  expenses.  The Company  believes that current
marketing  and sales  expenses  are  indicative  of what can be expected for the
remainder  of the fiscal year and  anticipates  they will  continue to represent
approximately 9% of total sales.

General and  administrative  ("G & A") expenses  increased by $176,000  (40%) to
$619,000 in Q1 05 as compared to Q1 04. As during  fiscal 2004,  the increase in
general and  administrative  expenses continues to be primarily due to increased
salary and related expenses as well as outside service/consultant expenses, most
of which are related to  acquisition  investigation  activities.  Expressed as a
percentage of net sales, general and administrative  expenses represented 19% in
Q1 05 as compared to 17% in Q1 04. As the majority of general and administrative
expenses are fixed rather than variable, we expect that actual expenditures will
remain  relatively  stable for the remainder of the current  fiscal year and, as
revenues increase, G & A expenses will decline as a percentage of sales.

The  Company  reported  net income of  $347,000  or $0.03 per share for Q1 05 as
compared to net income of $113,000 or $0.01 per share in Q1 04.


At June 27,  2004,  the  Company  had cash,  cash  equivalents  and  short  term
investments of $2.7 million and working  capital of $6.2 million.  The Company's
cash and cash  equivalents  decreased by $307,000  during the three months ended
June 27, 2004. Cash generated by operating  activities  totaled $234,000 and was
impacted by cash inflows from  reductions  of accounts  receivable,  prepaid and
other  assets as well as  increases in accounts  payable,  which were  partially
offset by cash outlays for inventories during the period. In addition,  $500,000
was paid  against the  Company's  credit  line  balance and $44,000 was used for
capital expenditures.

The Company is exposed to interest rate risk for marketable  securities.  Due to
continually  declining  interest rates available to the Company  pursuant to its
investment  policy,  the  Company  was able to achieve the best yields on liquid
money  market and equity  fund  accounts  and thus has held the  majority of its
available cash reserves in such accounts during the past year. At June 27, 2004,
the Company  held $1.7  million in a highly  liquid  equity fund  account  which
carries an average interest rate of 1.3%. During 2005, the Company will continue
to  monitor  available  interest  rates and will  attempt  to  utilize  the best
possible avenues of investment for its excess liquid assets.


Item 3. Controls and Procedures

Our Chief  Executive  Officer,  President,  and  Chief  Financial  Officer  (the
"Certifying   Officers")  are  responsible  for   establishing  and  maintaining
disclosure controls and procedures for the Company. The Certifying Officers have
designed  such  disclosure  controls  and  procedures  to ensure  that  material
information is made known to them,  particularly during the period in which this
report was prepared. The Certifying Officers have evaluated the effectiveness of
the Company's  disclosure  controls and procedures within 90 days of the date of
this report and believe that the Company's  disclosure  controls and  procedures
are effective based on the required  evaluation.  There have been no significant
changes in internal controls or in other factors that could significantly affect
internal  controls  subsequent  to the date of their  evaluation,  including any
corrective  actions  with  regard  to  significant   deficiencies  and  material


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


                            PART II OTHER INFORMATION

Items 1 - 5

Item 6          Exhibits and Reports on Form 8-K

(a)  Exhibits

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

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

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

         32.1  Certification  pursuant  to 18 U.S.C.  Section  1350,  as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b) Reports on Form 8-K

The Company filed form 8-K on June 18, 2004 to report that it had issued a press
release the same day announcing financial results for the quarter and year ended
March 28, 2004.



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

                                    Advanced Photonix, Inc.

Date:    August 11, 2004            /s/ Richard Kurtz
         ---------------            ---------------------------
                                    Richard Kurtz
                                    Chairman, Chief Executive Officer
                                    and Director

                                    /s/ Paul Ludwig
                                    Paul Ludwig

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