UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

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

                  For the quarterly period ended June 29, 2003

                                       OR

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



                           Commission file no. 1-11056

                             ADVANCED PHOTONIX, INC.

                  Incorporated pursuant to the Laws of Delaware



                   IRS Employer Identification No. 33-0325826

                     1240 Avenida Acaso, Camarillo, CA 93012

                                 (805) 987-0146


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

On August 8, 2003,  13,424,759 shares of Class A Common Stock,  $.001 par value,
and 31,691 shares of Class B Common Stock, $.001 par value, were outstanding.







                             ADVANCED PHOTONIX, INC.

                                      INDEX

                                                                         Page
                                                                       --------
PART I       FINANCIAL INFORMATION

  Item 1.    Financial Statements (Unaudited)

             Consolidated Balance Sheet at June 29, 2003                 3 - 4

             Consolidated Statements of Operations                         5
               for the three month periods ended
               June 29, 2003 and June 30, 2002

             Consolidated Statements of Cash Flows                         6
               for the three month periods ended
               June 29, 2003 and June 30, 2002

             Notes to Consolidated Financial Statements                  7 - 10

  Item 2.    Management's Discussion and Analysis                       11 - 14


PART II      OTHER INFORMATION                                             15

             SIGNATURES                                                    16









                                       2








                             ADVANCED PHOTONIX, INC.

                           CONSOLIDATED BALANCE SHEET
                                AT JUNE 29, 2003
                                   (UNAUDITED)




--------------------------------------------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
                                                                                     
Cash and cash equivalents                                                               $        523,000
Short term investments                                                                         1,700,000
Accounts receivable, less allowance of $74,000                                                 2,123,000
Inventories                                                                                    2,746,000
Prepaid expenses and other current assets                                                        255,000
                                                                                        -------------------------
         Total Current Assets                                                                  7,347,000
                                                                                        -------------------------

EQUIPMENT AND LEASEHOLD IMPROVEMENTS, at cost                                                  4,837,000
Less accumulated depreciation and amortization                                                (3,288,000)
                                                                                        -------------------------
         Equipment and Leasehold Improvements, net                                             1,549,000
                                                                                        -------------------------

OTHER ASSETS
Goodwill, net of accumulated amortization of $353,000                                          2,421,000
Patents, net of accumulated amortization of $45,000                                               19,000
Non-Compete Agreement, net of accumulated amortization of $62,000                                 87,000
Other                                                                                             24,000
                                                                                        -------------------------
         Total Other Assets                                                                    2,551,000
                                                                                        -------------------------
TOTAL ASSETS                                                                            $     11,447,000
                                                                                        =========================


                                       3







                             ADVANCED PHOTONIX, INC.

                     CONSOLIDATED BALANCE SHEET - Continued
                                AT JUNE 29, 2003
                                   (UNAUDITED)



--------------------------------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
                                                                                     
Line of credit                                                                          $      1,200,000
Accounts payable                                                                                 528,000
Accrued salaries, wages and benefits                                                             264,000
Current portion of capital lease payable                                                          43,000
Note payable                                                                                       8,000
Other accrued expenses                                                                           382,000
                                                                                        -------------------------
         Total Current Liabilities                                                             2,425,000
                                                                                        -------------------------

Capital lease payable, net of current portion                                                     10,000
                                                                                        -------------------------

COMMITMENTS AND CONTINGENCIES
Class A redeemable convertible preferred stock, $.001 par value;                                  32,000
     780,000 shares authorized; 40,000 shares issued and outstanding
                                                                                        -------------------------

SHAREHOLDERS' EQUITY
Preferred stock, $.001 par value; 10,000,000 shares authorized;                                     --
     780,000 shares designated Class A redeemable convertible;
     no shares issued and outstanding
Class A common stock, $.001 par value; 50,000,000 shares authorized;                              13,000
     13,380,092 shares issued and outstanding
Class B common stock, $.001 par value; 4,420,113 shares authorized;                                 --
     31,691 shares issued and outstanding
Additional paid-in capital                                                                    27,634,000
Accumulated Deficit                                                                          (18,667,000)
                                                                                        -------------------------
         Total Shareholders' Equity                                                            8,980,000
                                                                                        -------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                              $     11,447,000
                                                                                        =========================

                 See notes to consolidated financial statements.



                                       4








                             ADVANCED PHOTONIX, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

For the three month periods ended                                      June 29, 2003          June 30, 2002
-----------------------------------------------------               -------------------    -------------------

                                                                                      
SALES                                                                $    2,647,000         $    1,548,000

Cost of Goods Sold                                                        1,774,000                916,000
                                                                    -------------------    -------------------

GROSS PROFIT                                                                873,000                632,000

Research and development expenses                                            78,000                142,000
Sales and marketing expenses                                                241,000                234,000
General and administrative expenses                                         443,000                307,000
                                                                    -------------------    -------------------

INCOME (LOSS) FROM OPERATIONS                                               111,000                (51,000)
                                                                    -------------------    -------------------

OTHER INCOME (EXPENSE)
Interest income                                                               5,000                  28,000
Interest expense                                                             (9,000)                   --
Other, net                                                                    6,000                    --
                                                                    -------------------    -------------------

Other Income, net                                                             2,000                  28,000
                                                                    -------------------    -------------------

NET INCOME (LOSS)                                                    $      113,000         ($       23,000)
                                                                    ====================    ==================


Basic and Diluted Earnings Per Share                                        $ 0.01                 ($ 0.00)
Weighted Average Shares Outstanding                                      13,406,000              12,247,000



                 See notes to consolidated financial statements.



                                       5







                             ADVANCED PHOTONIX, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

For the three month periods ended                                      June 29, 2003          June 30, 2002
------------------------------------------------------------          ---------------        ---------------
CASH FLOWS FROM OPERATING ACTIVITIES
                                                                                        
Net Income (Loss)                                                      $     113,000          $     (23,000)
Adjustments to reconcile net income to net cash provided by
(used by) operating activities:
     Depreciation                                                             75,000                 49,000
     Amortization                                                             20,000                  1,000
Changes in assets and liabilities:
     Short-term investments                                                 (300,000)                  --
     Accounts receivable                                                      81,000                236,000
     Inventories                                                            (119,000)              (242,000)
     Prepaid expenses and other current assets                                62,000                (21,000)
     Other assets                                                            (11,000)                  --
     Accounts payable and accrued expenses                                  (226,000)              (124,000)

                                                                      ---------------        ---------------
Net cash used by operating activities                                       (305,000)              (124,000)
                                                                      ---------------        ---------------

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures                                                         (83,000)               (20,000)

                                                                      ---------------        ---------------
Net cash used by investing activities                                        (83,000)               (20,000)
                                                                      ---------------        ---------------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of stock options                                        9,000                  5,000

                                                                       --------------        ---------------
  Net cash provided by financing activities                                    9,000                  5,000
                                                                       --------------        ---------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                   (379,000)              (139,000)

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

                                                                       --------------        ---------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                              $    523,000          $   2,944,000
                                                                       ==============        ===============



                 See notes to consolidated financial statements.



                                       6



                             ADVANCED PHOTONIX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 29, 2003
                                   (UNAUDITED)


NOTE 1 - BASIS OF PRESENTATION

The  accompanying   unaudited  consolidated  financial  statements  include  the
accounts of Advanced  Photonix,  Inc. ("the  Company") and the Company's  wholly
owned  subsidiaries,  Silicon Sensors,  Inc. ("SSI") and Texas  Optoelectronics,
Inc.  ("TOI") (See Note 2). These  consolidated  financial  statements have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States for interim  financial  information  and with the  instructions to
Form 10-QSB and Article 10 of Regulation S-X and Regulation S-B. All significant
intercompany  accounts and transactions  have been eliminated in  consolidation.
Accordingly,  they do not include all of the  information  and notes required by
generally accepted accounting principles for complete financial  statements.  In
the opinion of  management,  all  adjustments  (consisting  of normal  recurring
adjustments)  necessary for a fair  presentation  have been included.  Operating
results  for the three  month  period  ended June 29,  2003 are not  necessarily
indicative  of the results that may be expected for the fiscal year ending March
28, 2004. For further  information,  refer to the financial statements and notes
thereto included in the Advanced Photonix, Inc. Annual Report on Form 10-KSB for
the fiscal year ended March 30, 2003.




NOTE 2 - ACQUISITION

On August 21, 2002, SSI, a newly formed wholly owned subsidiary of API purchased
substantially all of the assets and selected liabilities of Silicon Sensors LLC,
a closely held manufacturer of  opto-electronic  semiconductor  based components
located in Dodgeville, Wisconsin. The purchase price was $1,718,675 in cash plus
the assumption of the Seller's trade accounts  payable and accrued  liabilities,
amounting  to approx.  $282,000.  The  Company  incurred  $79,000 of expenses in
connection with this acquisition. In addition, the Company entered into a 3 year
$225,000 non-compete  agreement with the majority member of Silicon Sensors, LLC
and is recording monthly amortization expense of $6,250.

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










                                       7






NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Net  Income  (Loss)  Per  Share:  Net  income  (loss)  per share is based on the
weighted  average  number of common shares  outstanding.  Such weighted  average
shares were approximately 13,406,000 at June 29, 2003 and 12,247,000 at June 30,
2002. Net income (loss) per share  calculations are in accordance with Statement
of Financial  Accounting  Standards ("SFAS") No. 128, "Earnings per Share" (SFAS
128).  Accordingly,  "basic" net income (loss) per share is computed by dividing
net income (loss) by the weighted  average number of shares  outstanding for the
year. The impact of Statement 128 on the calculation of earnings per share is as
follows:




                                                Three Months Ended               Three Months Ended
    BASIC                                          June 29, 2003                    June 30, 2002
    -----                                          -------------                    -------------
                                                                                
    Average Shares Outstanding                       13,406,000                       12,247,000
    Net Income (Loss)                                   113,000                          (23,000)
    Basic Income (Loss) Per Share                       $  0.01                          ($ 0.00)

    DILUTED
    -------
    Average Shares Outstanding                        13,406,000                      12,247,000
    Net Effect of Dilutive Stock Options
      based on the treasury stock method
      using average market price                         156,900                         236,800

    Total Shares                                      13,562,900                      12,483,800
    Net Income (Loss)                                    113,000                         (23,000)
    Diluted Earnings Per Share                        anti-dilutive                  anti-dilutive

    Average Market Price of Common Stock                $  0.92                          $ 1.17
    Ending Market Price of Common Stock                 $  0.90                          $ 1.00





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





                                       8






NOTE 3 - Continued




            Three Months Ended June 29, 2003          Three Months Ended June 30, 2002
         --------------------------------------    --------------------------------------
             No. of Shares      Exercise Price         No. of Shares      Exercise Price
          Underlying Options       Per Share        Underlying Options       Per Share
         --------------------------------------------------------------------------------
                                                                    
               16,000               0.5000               12,000               0.5000
               56,000               0.5630              130,000               0.5630
               45,000               0.6100                 -                  0.6100
                  500               0.6250                  500               0.6250
               18,000               0.6500                 -                  0.6500
              226,668               0.6700                 -                  0.6700
                5,000               0.6875                4,000               0.6875
               56,000               0.7500              130,000               0.7500
              238,000               0.8000              266,006               0.8000
               76,250               0.8600               75,000               0.8600
                 -                  1.0000               75,000               1.0000
               14,500               1.1875               13,900               1.1875
               64,300               1.2500               78,800               1.2500
                 -                  1.5000                4,000               1.5000
                4,000               1.6250                4,000               1.6250
               88,000               1.8750               66,000               1.8750
               30,500               2.5000               35,500               2.5000
                 -                  3.0000                8,000               3.0000
                1,000               3.0940                1,000               3.0940
              350,000               3.1875              400,000               3.1875
               50,000               5.3440               50,000               5.3440
         --------------------------------------------------------------------------------
            1,339,718                                 1,353,706
         ================================================================================



Inventories:  Inventories consist of the following:

                                                     June 29, 2003
                                                     -------------
          Raw materials                                $ 2,635,000
          Work in progress                                 655,000
          Finished products                                268,000
                                                     -------------
          Total inventories                            $ 3,558,000
                                                     =============
          Less reserve                                    (812,000)
                                                     -------------
          Inventories, net                             $ 2,746,000
                                                     =============







                                       9





NOTE 4 - NEW ACCOUNTING PRONOUNCEMENTS

In June 2002, the Financial Accounting Standards Board ("FASB") issued Statement
on Financial  Accounting Standard ("SFAS") 146, "Accounting for Costs Associated
with Exit or Disposal Activities",  which nullifies EITF Issue 94-3. SFAS 146 is
effective for exit and disposal activities that are initiated after December 31,
2002  and  requires  that a  liability  for a cost  associated  with  an exit or
disposal  activity be recognized when the liability is incurred,  in contrast to
the date of an entity's  commitment  to an exit plan,  as required by EITF Issue
94-3. The Company adopted the provisions of SFAS 146 on January 1, 2003.

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

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

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

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




                                       10




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
Statements."

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.

Inventories
-----------
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.


                                       11



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.



RESULTS OF OPERATIONS

NET PRODUCT SALES
-----------------
Sales for the first  quarter of fiscal year 2004 ("Q1 04") were  $2,647,000,  an
increase of $1,099,000 or 71% from sales of $1,548,000  for the first quarter of
fiscal  year 2003 ("Q1 03").  The  increase  in sales was  primarily  due to the
Company's  acquisitions  during the past year and was  reflected in three of our
principal market segments: industrial sensing, military/aerospace,  and medical.
Sales to the industrial sensing markets,  which represent 43% of total sales for
the quarter,  increased by 45% over the same quarter in the prior year. Sales to
customers in the military/aerospace  markets, which represent 33% of total sales
for the  quarter,  increased  68% over the prior year.  Similarly,  sales to the
medical  markets  increased 144% over Q1 03 and represent 15% of total sales for
the quarter.  While we continue to expect sales to increase by approximately 40%
in fiscal 2004 as compared to fiscal 2003, the sales may vary significantly on a
quarter to quarter  basis due to changes in  customer  delivery  and  production
schedules.


COSTS AND EXPENSES
------------------
Cost of goods sold  increased by $858,000  (94%) in Q1 04 compared to Q1 03, due
in large part to increased  product sales. As a percentage of net sales, cost of
goods sold increased by 8 percentage  points to 67% as compared to 59% in Q1 03.
Likewise,  gross profit margin on net sales decreased 8 percentage points to 33%
as  compared  to 41%  in Q1 03.  The  decrease  in  gross  margin  is  primarily
attributable  to increased  labor and fixed  overhead  costs  resulting from the
operation of multiple  manufacturing  facilities.  As the Company  completed the
closing of the Garland,  Texas  facility at  mid-quarter,  the results for Q1 04
include  overhead  expenses for both the Camarillo,  California and  Dodgeville,
Wisconsin  facilities for the full quarter as well as expenses  associated  with
the Garland facility for a portion of the quarter.  Conversely,  the results for
Q1 03 reflect  only one  manufacturing  facility.  The current  gross margin has
improved over what was realized during the latter portion of fiscal 2003 and the
Company  believes the current gross margin  percentage is indicative of what can
be  expected  during the  remainder  of the year and will  improve  slightly  as
revenue  levels  increase,  thereby  facilitating  the  absorption of more fixed
expenses.

Research and development  ("R&D") costs decreased by $64,000 (45%) to $78,000 in
Q1 04 as  compared  to Q1 03.  The  decrease  in R&D  costs for the  quarter  is
primarily due to an internal  restructuring of the R&D department,  with a focus
placed   on   those   projects   which   offer   a   higher   potential   toward
commercialization.  During the remainder of the fiscal year, the Company expects
to see further decreases in R&D expenditures as we plan to continue the shifting
of   valuable   engineering   resources   toward  the   support  of  our  custom
optoelectronic projects in target markets.  However, the possibility exists that
R&D costs may fluctuate slightly or even increase,  should the level of activity
associated  with  new  product   development   projects  or   customer-requested
development contracts increase significantly.


                                       12


Marketing and sales expenses increased  slightly,  by $7,000 (3%) to $241,000 in
Q1 04 as  compared  to Q1 03.  As a  percentage  of sales,  marketing  and sales
expenses have  decreased 6 percentage  points to 9% in Q1 04, as compared to 15%
for Q1 03. Thus,  as the Company  experienced  some  increases in marketing  and
sales expenses due to the absorption of subsidiary  expenses,  we have been able
to more than offset those increases by savings  realized through a consolidation
of the marketing and sales  department and a coordination of efforts between the
two  facilities.  Excluding  any  unforeseen  events,  the Company  expects that
marketing and sales expenses for the remainder of fiscal 2004 will increase only
slightly  over  the  expenses  realized  in  2003,  primarily  due to  increased
commissions payable on increased sales. As a percentage of net sales,  marketing
and sales  expenses are expected to remain at  approximately  9% throughout  the
current fiscal year.

General and  administrative  expenses increased by $136,000 (44%) to $443,000 in
Q1  04  as  compared  to  $307,000  in  Q1  03.  The  increase  in  general  and
administrative  expenses is primarily due to increased  expenses  resulting from
the Company's recent  acquisitions,  which occurred during the second and fourth
quarters  of  fiscal  year  2003.  Total  general  and  administrative  expenses
associated with the new subsidiaries were $156,000,  which were partially offset
by a $20,000 reduction in expenses for various other general and  administrative
costs. As with sales and marketing  expenses,  the Company has achieved  general
and  administrative  savings  through  consolidation  and  coordination  of  its
subsidiaries  and,  expressed  as  a  percentage  of  net  sales,   general  and
administrative  expenses  decreased to 17% in Q1 04 as compared to 20% in Q1 03.
We continue to expect that the level of  expenditures  for the  remainder of the
year will  approximate the amounts  realized in fiscal 2003 and that general and
administrative expenses will continue to decline as a percentage of sales.

Despite the decrease in gross margin,  increased sales and efficiencies realized
in selling,  general and administrative expenses resulted in net income reported
for Q1 04 of $113,000 as compared to a net loss of ($23,000) in Q1 03.



FINANCIAL CONDITION

At June 29,  2003,  the  Company  had cash,  cash  equivalents  and  short  term
investments of $2.2 million, working capital of $4.9 million, and an accumulated
deficit of $18.7 million.  The Company's cash and cash equivalents  decreased by
$379,000  during the three months  ended June 29,  2003.  Cash used by operating
expenditures  totaled $305,000,  including  $300,000  transferred from operating
cash to short term  investments.  Other operating  expenditures were impacted by
cash outlays used to purchase inventory and reduce accounts payable,  which were
partially  offset by cash collected from accounts  receivable and a reduction in
prepaid expenses. $9,000 was obtained through the exercise of stock options.


                                       13


Cash of $83,000 was used for capital  equipment,  compared to $20,000 during the
same  period  of the  prior  year.  $60,000  was  used  to  purchase  additional
manufacturing  equipment for the Dodgeville,  Wisconsin facility and $19,000 was
used for computer hardware upgrades.  The remaining capital  expenditures during
the current  quarter were due to minor equipment  upgrades and/or  replacements.
The Company  anticipates  additional  cash  outlays  for  capital  items will be
required  during the  remainder  of fiscal  2004,  as we have  identified  other
necessary   production   equipment  upgrades  and  also  plan  to  complete  the
installation  of a wide area network (WAN)  communication  system and subsequent
conversion of the  Dodgeville  database and enterprise  resource  planning (ERP)
system.

The Company is exposed to interest rate risk for marketable  securities.  Due to
continually  declining  interest rates available to the Company  pursuant to its
investment  policy,  the  Company  was able to achieve the best yields on liquid
money market and equity fund accounts and thus  transferred  the majority of its
available cash reserves from longer term investment instruments to such accounts
during the past year.  At June 29,  2003,  the  Company  held $1.7  million in a
highly  liquid  equity fund account  which  carries an average  interest rate of
1.2%. During 2004, the Company will continue to monitor available interest rates
and will  attempt to utilize the best  possible  avenues of  investment  for its
excess liquid assets.



FORWARD LOOKING STATEMENTS
--------------------------
The information  contained herein includes  forward looking  statements that are
based on assumptions  that management  believes to be reasonable but are subject
to  inherent  uncertainties  and risks  including,  but not  limited  to,  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.
















                                       14




                            PART II OTHER INFORMATION

Items 1 - 5
None

Item 6    Exhibits and Reports on Form 8-K
          --------------------------------

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

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

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

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

(b)  Reports on Form 8-K

The Company filed form 8-K/A on April 2, 2003, to report the proforma  financial
information  relating to its  acquisition  of Texas  Optoelectronics,  Inc. This
report  amended Item 7 of the report on Form 8-K filed with the  Securities  and
Exchange Commission on January 31, 2003.

The Company filed form 8-K on June 26, 2003 to report that it had issued a press
release  dated June 25, 2003  announcing  financial  results for the quarter and
year ended March 30, 2003.









                                       15




                                   SIGNATURES

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





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


Date:    August 13, 2003                    /s/ Richard Kurtz
         ---------------                    -----------------
                                            Richard Kurtz
                                            Chairman, Chief Executive Officer
                                            and Director




                                            /s/ Paul Ludwig
                                            ---------------
                                            Paul Ludwig
                                            President



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






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