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

                                    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):   December 21, 2004
                                                  ----------------------


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


 Delaware                           1-11056                      33-0325826
-------------------------------------------------------------------------------
(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
                                                    ---------------------------




Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))


<PAGE>



Item 1.01         Entry into a Material Definitive Agreement

On December 21,  2004,  Advanced  Photonix,  Inc.  ("API")  entered into a Stock
Purchase  Agreement (the  "Agreement")  with Robert Kinard and Dennis Mattock as
the sole stockholders of Photonic Detectors, Inc, ("PDI"), whereby API purchased
all of the issued and outstanding shares of stock of PDI for a purchase price of
$1,075,000  cash and  113,572  shares of API's  Class A Common  Stock.  PDI is a
privately owned  developer and  manufacturer  of  optoelectronic  components and
assemblies,  specializing in high-performance  silicon photodiodes.  See Section
2.01 below for further details on the acquisition.



Item 2.01         Completion of Acquisition or Disposition of Assets.

On December 21, 2004,  API purchased  from the Robert Kinard and Dennis  Mattock
(the "Sellers") all of the issued and outstanding  shares of common stock of PDI
pursuant to the terms of the  Agreement.  None of the Sellers is an affiliate of
API, or any of API's executive  officers,  directors or principal  shareholders.
The principal  assets owned by Sellers are its customer base, its equipment used
in the  manufacture  and  assembly of custom  optoelectric  semiconductor  based
components, and related inventory and raw materials.

The purchase price remains subject to an adjustment based on the PDI's financial
statements as of December 21, 2004.  This purchase price was determined  through
arm's-length  negotiations  between the parties.  API used cash from its working
capital accounts to pay the cash portion of the purchase price.



Item 7.01         Regulation FD Disclosure

On December  21, 2004,  API issued the  attached  press  release  regarding  the
acquisition of PDI. The release is attached to this Form 8-K as Exhibit 99.1.

The  information in Item 7.01 of this Current Report on Form 8-K and the Exhibit
attached  hereto  shall not be deemed  "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities  Act of 1933 or the Exchange Act,  regardless of
any general incorporation language in such filing. By filing this report on Form
8-K and furnishing or referring to this  information,  API makes no admission as
to the  materiality  of any  information  in this  report that is required to be
disclosed  solely by reason of  Regulation FD or that the  information  includes
material investor information that was not previously publicly available.


<PAGE>



Exhibits:
---------
 Exhibit
 Number               Exhibit
 ------               -------
   2.1                Stock Purchase Agreement dated December 21, 2004, by and
                      among API and the Stockholders named therein.

  99.1                Press Release of API, dated December 21, 2004







                                   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/ Richard Kurtz
                                            ---------------------------------
                                            Richard Kurtz
                                            Chief Executive Officer



Dated: December 23, 2004
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    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):   December 21, 2004
                                                  ----------------------

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

 Delaware                           1-11056                      33-0325826
-------------------------------------------------------------------------------
(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
                                                    ---------------------------

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))
Item 1.01         Entry into a Material Definitive Agreement

On December 21,  2004,  Advanced  Photonix,  Inc.  ("API")  entered into a Stock
Purchase  Agreement (the  "Agreement")  with Robert Kinard and Dennis Mattock as
the sole stockholders of Photonic Detectors, Inc, ("PDI"), whereby API purchased
all of the issued and outstanding shares of stock of PDI for a purchase price of
$1,075,000  cash and  113,572  shares of API's  Class A Common  Stock.  PDI is a
privately owned  developer and  manufacturer  of  optoelectronic  components and
assemblies,  specializing in high-performance  silicon photodiodes.  See Section
2.01 below for further details on the acquisition.

Item 2.01         Completion of Acquisition or Disposition of Assets.

On December 21, 2004,  API purchased  from the Robert Kinard and Dennis  Mattock
(the "Sellers") all of the issued and outstanding  shares of common stock of PDI
pursuant to the terms of the  Agreement.  None of the Sellers is an affiliate of
API, or any of API's executive  officers,  directors or principal  shareholders.
The principal  assets owned by Sellers are its customer base, its equipment used
in the  manufacture  and  assembly of custom  optoelectric  semiconductor  based
components, and related inventory and raw materials.

The purchase price remains subject to an adjustment based on the PDI's financial
statements as of December 21, 2004.  This purchase price was determined  through
arm's-length  negotiations  between the parties.  API used cash from its working
capital accounts to pay the cash portion of the purchase price.

Item 7.01         Regulation FD Disclosure

On December  21, 2004,  API issued the  attached  press  release  regarding  the
acquisition of PDI. The release is attached to this Form 8-K as Exhibit 99.1.

The  information in Item 7.01 of this Current Report on Form 8-K and the Exhibit
attached  hereto  shall not be deemed  "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities  Act of 1933 or the Exchange Act,  regardless of
any general incorporation language in such filing. By filing this report on Form
8-K and furnishing or referring to this  information,  API makes no admission as
to the  materiality  of any  information  in this  report that is required to be
disclosed  solely by reason of  Regulation FD or that the  information  includes
material investor information that was not previously publicly available.
Exhibits:
---------
 Exhibit
 Number               Exhibit
 ------               -------
   2.1                Stock Purchase Agreement dated December 21, 2004, by and
                      among API and the Stockholders named therein.

  99.1                Press Release of API, dated December 21, 2004

                                   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/ Richard Kurtz
                                            ---------------------------------
                                            Richard Kurtz
                                            Chief Executive Officer

Dated: December 23, 2004