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):       March 8, 2005
                                                  ------------------------

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




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  March  8,  2005,  Advanced  Photonix,  Inc.  ("API")  and its  wholly  owned
subsidiary,   Michigan  Acquisition  Sub,  LLC  ("Newco"),  a  Delaware  limited
liability   company,   entered  into  an  Agreement  and  Plan  of  Merger  (the
"Agreement") with Picotronix,  Inc. (doing business as and referred to herein as
"Picometrix"),  a Michigan corporation,  Robin Risser and Steven Williamson, the
stockholders of Picometrix,  whereby  Picometrix will merge with and into Newco,
with Newco being the surviving  entity.  The merger  consideration to be paid to
the stockholders of Picometrix at the closing of the transaction will consist of
$3,500,000 in cash,  four-year API promissory  notes in the aggregate  principal
amount of  $2,900,500  (the "API Notes") and  2,575,000  shares of API's Class A
Common Stock.  This merger  consideration  was determined  through  arm's-length
negotiations between the parties.

The API Notes will be payable in four annual installments with the first being a
payment of $500,000,  the second being a payment of $550,000,  the third being a
payment of $900,000 and the fourth  being a payment of  $950,500.  The API Notes
will bear an interest  rate of prime plus 1.0% and will be secured by all of the
intellectual  property of Picometrix.  API will have the option of prepaying the
API Notes without penalty.

The transaction is anticipated to close in April,  subject to customary  closing
conditions, including American Stock Exchange listing of the API shares of Class
A Common Stock to be issued in connection with the  transaction.  Picometrix,  a
privately held company located in Ann Arbor, MI, is a developer and manufacturer
of   ultra   high-speed    photoreceivers    and    instrumentation    for   the
telecommunication, data communication, and test and measurement markets.

Upon the signing of the Agreement, API agreed to provide a loan in the amount of
approximately  $4,200,000 to Picometrix (the "API Loan"),  the proceeds of which
are to be used to prepay  existing  long-term  indebtedness  of  Picometrix to a
third  party.  The API Loan is secured by all of the  intellectual  property  of
Picometrix.  The API Loan will be  contributed  to the  capital  of Newco at the
closing of the transaction. In the event the transaction does not close, the API
loan will mature 12 months after  issuance and will bear  interest at the annual
rate of prime plus 1.0%.

Upon the closing of the transaction, API will enter into a three-year employment
agreement with Robin Risser.  Mr.  Risser's  position with API will be President
and  General  Manager  of the  Picometrix  business  unit with a base  salary of
$185,000  per year and a bonus to be  determined  and  approved  by the Board of
Directors of API. Upon the signing of the employment agreement,  Mr. Risser will
be entitled to a signing bonus of $30,000. The employment agreement will provide
that API will agree to cause the Board of Directors of API to appoint Mr. Risser
as API's Chief Financial Officer at API's 2005 Annual  Shareholders  Meeting. In
addition, the employment agreement will provide that API will use its reasonable
best efforts to cause Mr.  Risser to be elected to the Board of Directors of API
as soon as reasonably  practicable,  including the  designation of Mr. Risser as
one  of  API's  nominees  for  election  as a  director  at  API's  2005  Annual
Shareholders Meeting.

Upon the closing of the transaction, API will enter into a three-year employment
agreement with Steven  Williamson.  Mr.  Williamson's  position with API will be
Chief Technology  Officer with a base salary of $200,000 per year and a bonus to
be determined and approved by the Board of Directors of API. Upon the signing of
the employment agreement,  Mr. Williamson will be entitled to a signing bonus of
$30,000.

The  description  of the  Agreement is qualified in its entirety by reference to
the copy of the Agreement filed as Exhibit 10.1 hereof, which is incorporated by
reference herein.
<PAGE>

On March 9, 2005, API entered into a letter agreement (the "Amendment") amending
certain of the  definitive  agreements  API entered  into on October 11, 2004 in
connection   with  the   previously   disclosed   private   placement  to  three
institutional investors of $5 million aggregate principal amount of API's senior
convertible  notes,  warrants and  additional  investment  rights (the  "Private
Placement").  The  Amendment  amends the  Securities  Purchase  Agreement  dated
October 11, 2004 by and among API and the investors (the  "Purchase  Agreement")
to (i) extend the "Agreement Condition" (as such term is defined in the Purchase
Agreement)  from  January  31,  2005 to  March  11,  2005 and  (ii)  extend  the
"Transaction Condition" (as such term is defined in the Purchase Agreement) from
March 31, 2005 to May 1, 2005. The Amendment amends the warrants issued and, the
additional  warrants to be issued, in the Private Placement  (collectively,  the
"Warrants")  to the  investors to reduce the  "Exercise  Price" (as such term is
defined in the  Warrants)  from $2.1156 per share of Class A Common Stock of API
to $1.78 per share.

The notes issued in  connection  with the Private  Placement  (the "Notes") have
been  amended to (i) provide that the  "Interest  Rate" (as such term is defined
the Notes) shall not be less than 6.5% at any time and (ii)  increase the amount
of  "Permitted  Indebtedness"  (as such term is defined  in the  Notes)  from $3
million to $6 million and (iii)  decrease the amount of  "Permitted  Acquisition
Indebtedness"  (as such term is  defined  in the  Notes)  from $6  million to $3
million.  In addition,  the  investors in the Private  Placement  have agreed to
subordinate, pursuant to a form of subordination agreement in form and substance
reasonable  satisfactory to them, (i) the principal and interest payments on the
Notes to the  "Permitted  Bank Debt" (as such term is defined in the  Amendment)
and (ii) their liens on API's  assets to any lien granted by API as security for
the "Permitted Bank Debt".

The  description  of the  Amendment is qualified in its entirety by reference to
the copies of the Amendments  filed as Exhibit 10.2, 10.3, 10.4 and 10.5 hereof,
which are incorporated by reference  herein.  Capitalized  terms used herein but
not defined  herein shall have the meanings given to such terms in the Amendment
or the other definitive  agreements  referenced  herein filed as exhibits to the
Current Report on Form 8-K filed on October 12, 2004.




Item 7.01 Regulation FD Disclosure
----------------------------------

On  March  9,  2005,  API  issued  the  attached  press  release  regarding  the
acquisition of  Picometrix.  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 Exhibits
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 they 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      Agreement and Plan of Merger dated March 8, 2005, by and among API,
               Michigan Acquisition Sub, LLC, Picotronix, Inc., Robin Risser
               and Steven Williamson.
   10.1      Promissory Note to Picotronix, Inc. dated March 10, 2005.
   10.2      Letter Agreement dated March 9, 2005, by and among API and
               Bluegrass Growth Fund, Ltd.
   10.3      Letter Agreement dated March 9, 2005, by and among API and
               Bluegrass Growth Fund, LP.
   10.4      Letter Agreement dated March 9, 2005, by and among API and
               Smithfield Fiduciary LLC.
   10.5      Letter Agreement dated March 9, 2005, by and among API and
               Iroquois Capital, LP.
   99.1      Press Release of API, dated March 9, 2005.






                                   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: March 14, 2005
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{"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": "05678436"}, "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"}}
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):       March 8, 2005
                                                  ------------------------

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

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  March  8,  2005,  Advanced  Photonix,  Inc.  ("API")  and its  wholly  owned
subsidiary,   Michigan  Acquisition  Sub,  LLC  ("Newco"),  a  Delaware  limited
liability   company,   entered  into  an  Agreement  and  Plan  of  Merger  (the
"Agreement") with Picotronix,  Inc. (doing business as and referred to herein as
"Picometrix"),  a Michigan corporation,  Robin Risser and Steven Williamson, the
stockholders of Picometrix,  whereby  Picometrix will merge with and into Newco,
with Newco being the surviving  entity.  The merger  consideration to be paid to
the stockholders of Picometrix at the closing of the transaction will consist of
$3,500,000 in cash,  four-year API promissory  notes in the aggregate  principal
amount of  $2,900,500  (the "API Notes") and  2,575,000  shares of API's Class A
Common Stock.  This merger  consideration  was determined  through  arm's-length
negotiations between the parties.

The API Notes will be payable in four annual installments with the first being a
payment of $500,000,  the second being a payment of $550,000,  the third being a
payment of $900,000 and the fourth  being a payment of  $950,500.  The API Notes
will bear an interest  rate of prime plus 1.0% and will be secured by all of the
intellectual  property of Picometrix.  API will have the option of prepaying the
API Notes without penalty.

The transaction is anticipated to close in April,  subject to customary  closing
conditions, including American Stock Exchange listing of the API shares of Class
A Common Stock to be issued in connection with the  transaction.  Picometrix,  a
privately held company located in Ann Arbor, MI, is a developer and manufacturer
of   ultra   high-speed    photoreceivers    and    instrumentation    for   the
telecommunication, data communication, and test and measurement markets.

Upon the signing of the Agreement, API agreed to provide a loan in the amount of
approximately  $4,200,000 to Picometrix (the "API Loan"),  the proceeds of which
are to be used to prepay  existing  long-term  indebtedness  of  Picometrix to a
third  party.  The API Loan is secured by all of the  intellectual  property  of
Picometrix.  The API Loan will be  contributed  to the  capital  of Newco at the
closing of the transaction. In the event the transaction does not close, the API
loan will mature 12 months after  issuance and will bear  interest at the annual
rate of prime plus 1.0%.

Upon the closing of the transaction, API will enter into a three-year employment
agreement with Robin Risser.  Mr.  Risser's  position with API will be President
and  General  Manager  of the  Picometrix  business  unit with a base  salary of
$185,000  per year and a bonus to be  determined  and  approved  by the Board of
Directors of API. Upon the signing of the employment agreement,  Mr. Risser will
be entitled to a signing bonus of $30,000. The employment agreement will provide
that API will agree to cause the Board of Directors of API to appoint Mr. Risser
as API's Chief Financial Officer at API's 2005 Annual  Shareholders  Meeting. In
addition, the employment agreement will provide that API will use its reasonable
best efforts to cause Mr.  Risser to be elected to the Board of Directors of API
as soon as reasonably  practicable,  including the  designation of Mr. Risser as
one  of  API's  nominees  for  election  as a  director  at  API's  2005  Annual
Shareholders Meeting.

Upon the closing of the transaction, API will enter into a three-year employment
agreement with Steven  Williamson.  Mr.  Williamson's  position with API will be
Chief Technology  Officer with a base salary of $200,000 per year and a bonus to
be determined and approved by the Board of Directors of API. Upon the signing of
the employment agreement,  Mr. Williamson will be entitled to a signing bonus of
$30,000.

The  description  of the  Agreement is qualified in its entirety by reference to
the copy of the Agreement filed as Exhibit 10.1 hereof, which is incorporated by
reference herein.
On March 9, 2005, API entered into a letter agreement (the "Amendment") amending
certain of the  definitive  agreements  API entered  into on October 11, 2004 in
connection   with  the   previously   disclosed   private   placement  to  three
institutional investors of $5 million aggregate principal amount of API's senior
convertible  notes,  warrants and  additional  investment  rights (the  "Private
Placement").  The  Amendment  amends the  Securities  Purchase  Agreement  dated
October 11, 2004 by and among API and the investors (the  "Purchase  Agreement")
to (i) extend the "Agreement Condition" (as such term is defined in the Purchase
Agreement)  from  January  31,  2005 to  March  11,  2005 and  (ii)  extend  the
"Transaction Condition" (as such term is defined in the Purchase Agreement) from
March 31, 2005 to May 1, 2005. The Amendment amends the warrants issued and, the
additional  warrants to be issued, in the Private Placement  (collectively,  the
"Warrants")  to the  investors to reduce the  "Exercise  Price" (as such term is
defined in the  Warrants)  from $2.1156 per share of Class A Common Stock of API
to $1.78 per share.

The notes issued in  connection  with the Private  Placement  (the "Notes") have
been  amended to (i) provide that the  "Interest  Rate" (as such term is defined
the Notes) shall not be less than 6.5% at any time and (ii)  increase the amount
of  "Permitted  Indebtedness"  (as such term is defined  in the  Notes)  from $3
million to $6 million and (iii)  decrease the amount of  "Permitted  Acquisition
Indebtedness"  (as such term is  defined  in the  Notes)  from $6  million to $3
million.  In addition,  the  investors in the Private  Placement  have agreed to
subordinate, pursuant to a form of subordination agreement in form and substance
reasonable  satisfactory to them, (i) the principal and interest payments on the
Notes to the  "Permitted  Bank Debt" (as such term is defined in the  Amendment)
and (ii) their liens on API's  assets to any lien granted by API as security for
the "Permitted Bank Debt".

The  description  of the  Amendment is qualified in its entirety by reference to
the copies of the Amendments  filed as Exhibit 10.2, 10.3, 10.4 and 10.5 hereof,
which are incorporated by reference  herein.  Capitalized  terms used herein but
not defined  herein shall have the meanings given to such terms in the Amendment
or the other definitive  agreements  referenced  herein filed as exhibits to the
Current Report on Form 8-K filed on October 12, 2004.

Item 7.01 Regulation FD Disclosure
----------------------------------

On  March  9,  2005,  API  issued  the  attached  press  release  regarding  the
acquisition of  Picometrix.  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 Exhibits
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 they 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      Agreement and Plan of Merger dated March 8, 2005, by and among API,
               Michigan Acquisition Sub, LLC, Picotronix, Inc., Robin Risser
               and Steven Williamson.
   10.1      Promissory Note to Picotronix, Inc. dated March 10, 2005.
   10.2      Letter Agreement dated March 9, 2005, by and among API and
               Bluegrass Growth Fund, Ltd.
   10.3      Letter Agreement dated March 9, 2005, by and among API and
               Bluegrass Growth Fund, LP.
   10.4      Letter Agreement dated March 9, 2005, by and among API and
               Smithfield Fiduciary LLC.
   10.5      Letter Agreement dated March 9, 2005, by and among API and
               Iroquois Capital, LP.
   99.1      Press Release of API, dated March 9, 2005.

                                   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: March 14, 2005