SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-K

                                   (Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934
                    For the fiscal year ended March 28, 1999

                                       OR

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE
    ACT OF 1934
                        For the transition period from    to

                         Commission file number 1-11056

                           ADVANCED PHOTONIX, INC.(R)
             (Exact name of registrant as specified in its charter)

         Delaware                                            33-0325826
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)

                     1240 Avenida Acaso, Camarillo, CA 93012
               (Address of principal executive offices) (Zip Code)

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

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                      None

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                          Common Stock, $.001 Par Value
                              Class A Common Stock


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

As of June 22,  1999,  the  aggregate  market  value of the voting stock held by
non-affiliates  of the Registrant was approximately  $5,000,000.  As of June 22,
1999, there were 10,849,260  shares of Class A Common Stock and 68,135 shares of
Class B Common Stock outstanding.

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best  of  registrant's   knowledge,  in  any  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. ( )

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


<PAGE>

Item 1.  Business
-------  --------


General
-------

Advanced Photonix, Inc.(R) (with its subsidiary, Silicon Detector Corporation, a
California   corporation   ("SDC"),   hereafter  referred  to  together  as  the
"Company"),  is engaged in the  development  and  manufacture of  optoelectronic
semiconductor  based  components,  hybrid assemblies and other proprietary solid
state light and radiation  detection  devices,  including  proprietary  advanced
solid state silicon  photodetection  devices which utilize Avalanche  Photodiode
("APD") technology.  The Company was incorporated under the laws of the State of
Delaware  on June 22,  1988.  The  Company  believes  that its  proprietary  APD
technology represents a leading-edge  advancement in photodetection and imaging,
and will become an increasingly important part of its business.

The Company's  proprietary  technology extends the capability of the traditional
APD by  introducing a large surface area silicon  device or Large Area Avalanche
Photodiode (the "LAAPD").  The Company believes that the LAAPD is an alternative
to photomultiplier  vacuum tubes ("PMT's"),  which have been used for many years
as the primary  technological  solution for highly  sensitive light detection in
certain  measurement,  control and monitoring  applications  used in industrial,
medical, military, scientific and commercial settings.

The LAAPD and PMT are at the highly  complex and  engineered end of the spectrum
of activities in the photonics  industry,  which encompasses all light detection
devices and  associated  electronic  components.  Fundamentally,  photodetection
devices  sense light of varying  intensity  and  convert  the light  detected to
electronic  signals that cause the systems of which they are a part,  to respond
in programmed  ways. The photonics  industry  includes  other  custom-engineered
devices   of  less   complexity   than  the  LAAPD  and  the  PMT  such  as  PIN
(Positive-Intrinsic-Negative)  photodiodes.  The bulk of the Company's  revenues
continue  to be  derived  from  the  sale of  products  based  on PIN and  other
non-proprietary technologies (the "core business").

Products
--------

The  Company  designs  and  manufactures   optoelectronic   semiconductor  based
components and hybrid assemblies. The Company's product line includes:


o     Spectrally enhanced single and multi-element PIN photodetectors

o     Photodetector/preamplifier hybrids

o     Military/commercial aerospace products

o     Custom  optoelectronic   products,   including  visible  and  non  visible
        (infrared) light-emitting diodes ("LED's") and LED displays

o     FILTRODE(R) - patented technology integrating spectrally enhanced filters
      directly onto  photodiode  wafers

o     Small Area Avalanche  photodiodes

o     Large Area Avalanche photodiodes (LAAPD's, LAAPD Modules and Cooled Heads)


The Company supplies detectors for military/commercial  aerospace and other High
Reliability  ("Hi-Rel")  applications.   Hi-Rel  devices  are  those  which  are
designed,  manufactured,  screened and qualified to function under exceptionally
severe levels of environmental  stress. The Company has many years of experience
in supplying Hi-Rel devices which require modern wafer fabrication techniques, a
dedicated  assembly  area,  and  a  well  equipped  test  lab.  Hi-Rel  products
manufactured by the Company include:


                                       2
<PAGE>

o    Multi-Element Detector Pre-Amplifier assembly employed on the optical fuse
     used on the Rolling Airframe Missile (RAM)

o    Narrow and Wide Field of View detectors used in various TOW Missile
     Trackers

o    Common  Module LED  Arrays  qualified  with the  Center  for Night
     Vision Electro Optics for use in displaying thermal images in various night
     sights

o    Quadrant   Photodetectors   used  in  the   autocollimator   for  airborne
     navigation/FLIR  POD's

o    Multi-Element  Detector Arrays used in space-based optical encoders for
     Space Shuttle Arm Control


The  Company's  patented  FILTRODE(R)  technology  integrates  optical  coatings
directly on photodiode chips, replacing conventional  technology that requires a
separate  filter  glass  or  pigmented  epoxy  to be  assembled  to the top of a
detector.  While  the  technology  offers  a  simpler  design  and  lower  cost,
reliability  and  performance  are  improved  because the  integrated  design is
resistant to moisture, shock and vibration. Special packaging of this technology
allows for unique applications whereby both front and back detector surfaces can
be utilized for light detection.

The Company's Small Area Avalanche Photodiodes  ("SAAPD's" -- see description of
avalanche photodiode  technology below) utilize a chip fabricated with a silicon
epiplanar structure.  SAAPD's have been designed for a variety of very low-light
level  applications  and cover the  wavelength  from 400 nm to 1000 nm.  Typical
applications  include optical  communication,  high-sensitivity bar code reading
and laser range finding.

Large Area Avalanche Photodiode Technology
------------------------------------------

An Avalanche  Photodiode is a specialized  silicon photodiode capable of sensing
very  low  levels  of  light  through  an  internal  gain  phenomenon  known  as
"avalanching". This fundamental performance characteristic is not present in the
more conventional PIN photodiode technology.

The first APD was developed in the late 1960's and gave promise as a solid state
replacement for the photomultiplier vacuum tube for sensing extremely low levels
of electromagnetic radiation. However, design and manufacturing limitations have
generally  restricted  APD's to small  diameters  (5mm or less) that can only be
practically  used with optical fiber,  thus sharply limiting the range of useful
applications.

The  Company  has  developed  and  patented  various  aspects  of an LAAPD  with
dimensions  of up to 25 mm.  The  LAAPD is a fast  pulse  detector  of low light
levels  spanning  the near UV  (ultraviolet),  visible  and  near IR  (infrared)
spectra,  and, when coupled to a scintillator,  of x-rays and gamma-rays.  It is
also  sensitive  to  electrons  accelerated  to  potentials  greater  than a few
thousand electron-volts.  The LAAPD offers capabilities well beyond those of the
existing primary photodetection devices - the PIN photodiode, the small area APD
and the PMT. Its advantages over PIN photodiodes  include higher  sensitivity at
higher  bandwidths.  Its advantages  over small area APD's include larger active
areas to collect more light when the source is diffused and greater  sensitivity
up to about an order of magnitude.  Its advantages  over PMT's include  superior
spectral bandwidth,  greater counting sensitivity to pulses above 500 photons in
the  visible  and  near IR  spectra,  higher  dynamic  range  by two  orders  of
magnitude,  and  a  more  rugged  structure  suitable  for  operation  in  harsh
environments.  LAAPD's feature superior quantum efficiency in both visible, near
IR and UV regions that cannot be matched by any PMT photocathode. Other features
which  differentiate  LAAPD's from PMT's include  greater  dynamic range (by two
orders of  magnitude),  open face design for direct low energy x-ray  detection,
immunity to higher  magnetic fields and ease of thermal  stabilization  allowing
much more stable operation.  In addition,  a more rugged and compact design, and
operation  requiring  far less power,  make  LAAPD's more  advantageous  in many
portable applications.

The LAAPD  sensitivity  in the UV region was  greatly  enhanced in 1995 when the
Company  developed new processing  techniques to improve UV quantum  efficiency.
This  capability  is crucial for many  applications  in high energy and particle
physics  (calorimetry).   The  improvement  in  the  UV  sensitivity  will  also
facilitate


                                       3
<PAGE>

the design of more  powerful  imaging and  analytical  instruments  for medical,
chemical and biotechnology markets.

The  Company  expects,  but  there is no  assurance,  that its  proprietary  APD
technology,  employed in the  development of the LAAPD,  will form the basis for
continuing the investigation and potential commercial development of other lines
of advanced silicon avalanche photonics products which will have a broader range
of  commercial  and  military  applications  than  the PMT and PIN  arrays.  For
example:

o     LAAPD Arrays - the Company's  patented  technology where the rear surface
      of an LAAPD is segmented to create isolated  pixels,  each with a separate
      electronic   lead  to  be  accessed   in  parallel   fashion  for  imaging
      applications.

o     Vacuum Avalanche  Photodiode  (VAPD) - another patented  technology, which
      combines a photocathode and an LAAPD in a vacuum tube and functions as a
      detector for high resolution,  single  photon-counting and low light level
      detection.


The Company  has  identified  target  markets  for its LAAPD  products  based on
customer  evaluations  and  in-house  tests.  Evaluation  detectors  are sold to
original equipment manufacturers ("OEM's"),  engineers and scientists who report
information to the Company  concerning  potential  applications and markets,  as
well as suggesting  improvements  and pricing  objectives.  It is expected,  but
there  is no  assurance,  that  original  equipment  manufacturers  who can take
advantage  of the  performance  capabilities  of  LAAPD's  will be the source of
repeat business for production  quantities.  Targeted  markets,  which have been
identified include:

o    Ranging, Tracking & Imaging - Smart image  surveillance/security  cameras,
     3D  collision   avoidance  cameras,   missile  guidance,   threat  warning,
     underwater mine detection, and mapping & salvaging.

o    Medical  Imaging - Detectors which image human  physiology in slices,  and
     look  for  pathology.  Included  in  this  category  are PET  scanners,  CT
     scanners, bone densitometers and gamma cameras.

o    Industrial Scanning/Process Control - Industrial CT inspection,  aerospace
     ice inspection, drum/flat bed scanning, semiconductor wafer defect scanning
     and film to video conversion.

o    Analytical  Chemistry - Analyzing the chemical  "recipe" of samples,  from
     glucose levels in the blood to pesticides in ground water.

o    Medical  Diagnostics  - Human  fluids are  analyzed  to diagnose a medical
     pathology or condition.  A partial list of  conditions  which are diagnosed
     every day using photonics  technology  include  diabetes,  lipid metabolism
     disorders,  myocardial  infarction,  gout, liver diseases,  renal diseases,
     pancreatitis,  anemia,  and electrolyte  disturbances.  It is expected that
     this list will grow  dramatically in the coming years with the explosion of
     methods now available to perform immunodiagnostics. Examples of forthcoming
     diagnostics  include  those  targeting  thyroid  and  sexually  transmitted
     disease conditions and wide field retinal visualization.

o    Environmental  Monitoring - Atmospheric meteorology LIDAR (light detection
     and  ranging),  radiation  dose  monitors,  airborne  and  liquid  particle
     measurement,  optical air data  systems,  airport  wind shear,  atmospheric
     pollution monitoring.

o    Scientific  Research - High energy physics fiber tracking,  space particle
     experiments and Neutrino experiments.

                                        4
<PAGE>


The Company's products are primarily sold as components or assemblies to OEMs or
OEMs and the Company does not manufacture any end-user products within the above
or any other markets.

Raw Materials
-------------

The  principal  raw  materials  used by the  Company in the  manufacture  of its
semiconductor  chip components and assemblies are silicon wafers,  chemicals and
gases used in  processing  wafers,  gold wire,  lead  frames,  metal and plastic
packages that house the chip and the various custom assemblies. All of these raw
materials  can  be  obtained  from  several   suppliers.   From  time  to  time,
particularly during periods of increased  industry-wide  demand,  silicon wafers
and other materials have been in short supply. However, the Company has not been
materially  affected  by such  shortages.  As is  typical in the  industry,  the
Company  allows for a  significant  lead-time between  order and delivery of raw
materials.

Research and Development
------------------------

The Company  undertakes both internally  funded and customer funded research and
development  programs  when they are in  support  of the  Company's  development
objectives. The Company has obtained federal government research and development
funding  supporting  the  next  generation  LAAPD  products.  See  "Management's
Discussion and Analysis of Financial  Condition and Results of  Operations"  for
more detail on these  contracts.  Since its inception in June 1988,  the Company
has incurred material amounts of research and development  expenses.  During the
fiscal years ended in 1999,  1998 and 1997,  research and  development  expenses
amounted to $.6 million, $1.2 million and $1.9 million, respectively. Additional
research and development funding will be required for LAAPD arrays and VAPD's if
the Company decides to commercialize these products.

Manufacturing
-------------

Located  in  Camarillo,  CA, the  Company  has an  approximately  39,000 sq. ft.
manufacturing  facility which  includes  various fully equipped clean room areas
from  Class 100 to Class  100,000  for  fabrication,  processing,  handling  and
characterizing a number of semiconductor  compounds.  In-house processes include
photolithography,  diffusion, metalization, lapping, oxide growth and parametric
testing and analysis.  An extensive  library of different  photodiode shapes and
sizes is  maintained  to provide the  customer  with many  options when a custom
device is  required.  The Company  estimates  that these  facilities,  with some
modifications, will be sufficient to accommodate the expected growth in both the
core and LAAPD businesses for the foreseeable future.

The  Company  has  made a  significant  investment  in the  area  of  production
automation for its core business, which has enhanced manufacturing repeatability
and reliability, leading to higher quality and lower cost for finished products.
The automation techniques are employed on many different package configurations,
including PC boards, ceramic substrates, dual in-line and TO style packages.

For high  volume/low  cost  manufacturing,  the  Company  maintains  a strategic
alliance  with an  optoassembly  facility in the Pacific Rim. That facility uses
the  latest in  assembly  and test  equipment,  and  employs a Company  approved
quality  program  which  includes   Statistical  Process  Control  (SPC)  and  a
preventive  maintenance  program. The Facility is UL, FDA and ISO 9002 approved.
All Pacific Rim  manufactured  products are  assembled in a Class  100,000 clean
room.


                                       5
<PAGE>

Environmental Regulations
-------------------------

The photonics  industry,  similar to the semiconductor  industry,  is subject to
governmental regulations for the protection of the environment,  including those
that relate to air and water quality, solid and hazardous waste handling and the
promotion of occupational safety.

Various  federal,  state and local laws and  regulations  require the Company to
maintain  certain  environmental  permits.  The  Company  believes  that  it has
obtained  all  necessary  environmental  permits to conduct  its  manufacturing.
Changes  in  the  aforementioned   federal  and  state  environmental  laws  and
regulations  or  enactment or  promulgation  of new laws and  regulations  could
require  increases in operating costs and delays or  interruptions of operations
and may require additional capital expenditures.

Backlog and Customers
---------------------

The Company's sales are made primarily  pursuant to standard purchase orders for
delivery of products.  However, by industry practice,  orders may be canceled or
modified at any time,  with the  customer  being  responsible  for all  finished
goods, all costs, direct and indirect,  incurred by the Company and a reasonable
allowance for anticipated  profits.  No assurance can be given that such amounts
will  be  received  by  the  Company   after   cancellation.   The  Company  had
approximately  $4.5 million of backlog at the end of fiscal 1999 compared with a
backlog of  approximately  $5.8 million at the end of fiscal  1998.  The Company
expects that  approximately $2.9 million of the backlog orders will be filled in
fiscal year 2000.

The Company currently  supplies core business products in support of satellites,
aircraft and ground vehicle missile guidance and tracking systems. Product sales
to affiliates and divisions of Raytheon, in the aggregate over several programs,
represent  approximately  12%,  26% and 19% of the  Company's  revenues  for the
fiscal years ending 1999, 1998 and 1997, respectively.

Customers  normally  purchase the  Company's  products and  incorporate  them in
products that they in turn sell into their own markets on an ongoing basis. As a
result,  the Company's  sales are dependent  upon the success of its  customers'
products,  and its future  performance  is dependent upon its success in finding
new customers and receiving new orders from existing customers.

Marketing
---------

The Company  markets its products in the United States through its own technical
sales staff and through independent sales representatives.  International sales,
principally Western Europe, are conducted through foreign distributors (see Note
2 to Consolidated Financial Statements).

In marketing  LAAPD  products,  the Company has recognized  that it must compete
with producers of PMT's,  which have dominated low light level detection markets
for many  years.  Even if the  Company  can  establish  that its  LAAPD's  are a
potential alternative to PMT's for certain commercial applications, and assuming
that  testing of the LAAPD  currently  being  conducted by OEM's and other third
parties proves successful,  the ability to successfully market its LAAPD devices
on a volume  basis  will be  substantially  dependent  upon the  willingness  of
potential customers who currently use PMT's to incur the substantial expense and
expend the time and effort  necessary  for the  redesign  of their  products  to
accommodate the LAAPD devices.

Competition
-----------

The Company competes with a range of companies for the custom optoelectronic and
silicon photodetector  requirements of vendors of medical instruments,  computer
peripherals,  a variety of  industrial  products  and  specialized  military and
commercial   aerospace   applications.   The  Company   believes  its  principal
competitors  for sales of custom  devices  are small to medium  size  companies.
Because the Company

                                       6
<PAGE>


specializes in custom devices  requiring a high degree of engineering  expertise
to meet the requirements of specific applications, it generally does not compete
to any  significant  degree  with other  large  United  States,  European or Far
Eastern manufacturers of standard "off-the-shelf"  optoelectronic  components or
silicon photodetectors.

The Company  believes  that the  principal  competition  for its  silicon  LAAPD
photodetection  devices lies with producers of PMT's, the only product currently
available for many of the  applications  for which the Company's  LAAPD products
are designed.  The Company  believes that there are a number of manufacturers of
PMT's,  most of  which  have  significantly  greater  financial,  technological,
marketing  and  personnel  resources  than the  Company.  In  addition,  several
companies  produce  solid state  detectors  based on small area APD  technology.
Although a few  additional  photodetector  companies  are engaged in  developing
APD's,  the Company  believes that most of these  companies are limited by their
technology to small area APD devices which the Company believes are considerably
less useful than the Company's LAAPD devices in broadening the  applicability of
APD  technology to imaging and the sensing of extremely  low light  levels.  The
Company's  LAAPD  products  have  electronic  signal  gain  of  up to  300  (one
photoelectron  converted to 300  photoelectrons)  while  typical  small area APD
devices have a gain of about 50 and,  therefore,  are not  competitive  with the
Company's LAAPD devices in certain applications.

PMT's were first  invented  in the  1940's.  It is possible  that  existing  PMT
manufacturers or other  photodetector  manufacturers  will begin APD development
and eventually manufacture competitive APD devices.

Proprietary Technology
----------------------

The Company has been issued patents as follows:

US PATENT NO.    DESCRIPTION                                    DATE ISSUED
-------------    ---------------------------------        ----------------------
5,801,430        Solid State Photodetector with
                  Light-Responsive Rear Face              September 1998
5,757,057        Large Area Avalanche Array               May 1998
5,477,075        Solid State Photodetector with
                  Light-Responsive Rear Face              December 1995
5,311,044        Avalanche Photomultiplier Tube           May 1994
5,146,296        Devices for Detecting and/or
                  Imaging Single Photoelectron            September 1992
5,057,892        Light Responsive Avalanche Diode         October 1991
5,021,854        Silicon Avalanche Photodiode Array       June 1991
4,717,946        Thin Line Junction Photodiode            By predecessor company
4,782,382        High Quantum Efficiency
                  Photodiode Devices                      By predecessor company

Other patent  submissions  are  currently  under  review by the U.S.  Patent and
Trademark Office. There can be no assurance that the pending patent applications
will issue as patents,  that any issued  patents  will  provide the Company with
significant  competitive  advantages,  or that challenges will not be instituted
against the validity or enforceability of any patent owned by the Company or, if
instituted,  that such challenges will not be successful. The cost of litigation
to  uphold  the  validity  and  prevent   infringement  of  a  patent  could  be
substantial.  If the  Company  is  unable  to obtain  patents  for its  proposed
applications,  other  entities  may exploit the  Company's  developments  in APD
technology.  Furthermore, there can be no assurance the Company's APD technology
will not infringe patents or other rights owned by others, licenses to which may
not be available to the Company. Based on limited patent searches, contacts with
others  knowledgeable  in the field of APD  technology and a review of pertinent
published  materials,  to the  Company's  knowledge,  its  competitors  hold  no
patents, licenses or other rights to the APD technology which would preclude the
Company  from  pursuing  its  intended   operations  or  from  obtaining  patent
protection for its proposed applications.

                                       7
<PAGE>

In some cases, the Company may rely on trade secrets to protect its innovations.
There can be no assurance that trade secrets will be  established,  that secrecy
obligations  will be  honored  or that  others  will not  independently  develop
similar or superior technology. To the extent that consultants, key employees or
other third parties apply technological  information  independently developed by
them or by others to Company projects,  disputes may arise as to the proprietary
rights to such information which may not be resolved in favor of the Company.

Employees
---------

At June 22,  1999,  the Company  employed 65  full-time  employees  (including 3
officers),  11 engineering and development personnel, 42 operations personnel, 7
sales  and   marketing   personnel   (including   1  officer),   and  5  general
administrative  personnel (including 2 officers).  The Company may, from time to
time,  engage personnel to perform  consulting  services and to perform research
and development  under third party funding.  In certain cases,  the cost of such
personnel  may be  included in the direct  cost of the  contract  rather than as
payroll expense.

Item 2.        Properties
-------        ----------

The Company leases its executive offices, research,  marketing and manufacturing
facility  which  consists  of  approximately  39,000  square  feet in a building
complex located at 1240 Avenida Acaso, Camarillo,  California. The lease expires
in February 2004. The Company believes that its existing facility is adequate to
meet its needs for the foreseeable future. See "Business - Manufacturing."

Item 3.        Legal Proceedings
-------        -----------------
               None

Item 4.        Submission of Matters to a Vote of Security Holders
-------        ---------------------------------------------------
               None

                                     PART II

Item 5.   Market for the Registrant's Securities and Related Stockholder Matters
          ---------------------------------------------------------------------

The  Company's  Class A Common  Stock is traded on the American  Stock  Exchange
("AMEX")  under the symbol  "API".  The  Company's  Class B Common  Stock is not
publicly traded.

At June 16,  1999,  the  Company had 78 holders of record for the Class A Common
Stock, representing  approximately 1,300 holders owning shares of Class A Common
Stock in street  name.  On the same  date,  there  were 9 holders of the Class B
Common Stock.

The following table sets forth high and low closing prices by quarter for fiscal
years 1999 and 1998.
<TABLE>

                                            Quarterly Stock Market Data
--------------------------- -------------------- -------------------- -------------------- --------------------
<CAPTION>
                                1st Quarter          2nd Quarter          3rd Quarter          4th Quarter
                            1999      1998       1999      1998       1999      1998       1999      1998
--------------------------- --------- ---------- --------- ---------- --------- ---------- --------- ----------
<S>                         <C>       <C>        <C>       <C>         <C>        <C>        <C>     <C>
Common Stock 1
      High                  1 7/16    2 1/16     1 3/8     2 3/8       15/16        2        7/8     1 3/4
      Low                     5/8     1 3/16      11/16    1 1/8        1/2       15/16      9/16    1 1/8
--------------------------- --------- ---------- --------- ---------- --------- ---------- --------- ----------
<FN>
1 Price ranges on the American Stock Exchange
</FN>
</TABLE>

                                       8
<PAGE>

The Company has not paid any cash  dividends on its capital  stock.  The Company
intends  to  retain  earnings,  if any,  for use in its  business  and  does not
anticipate that any funds will be available for the payment of cash dividends on
its outstanding  shares in the foreseeable  future.  The holders of Common Stock
will not be entitled to receive  dividends  in any year until the holders of the
Class A Redeemable  Convertible Preferred Stock receive an annual non-cumulative
dividend  preference of $.072 per share. As of June 11, 1999,  700,000 shares of
Class A Redeemable  Convertible  Preferred Stock had been converted into 210,000
shares of Class B Common  Stock,  leaving  outstanding  80,000 shares of Class A
Redeemable  Convertible  Preferred  Stock. The aggregate  non-cumulative  annual
dividend  preference of such Class A Redeemable  Convertible  Preferred Stock is
$5,760.  There  is no  public  market  for  the  Company's  Class  A  Redeemable
Convertible  Preferred  Stock or Class B Common  Stock;  however,  such stock is
convertible  into  Class A Common  Stock at the  option of the  holder  and upon
transfer by the holder of the Class A Redeemable  Convertible Preferred Stock or
Class B Common Stock.

Item 6.        Selected Financial Data
<TABLE>
<CAPTION>

                                                1999             1998              1997             1996              1995
----------------------------------------- ----------------- ---------------- ----------------- ---------------- -----------------
<S>                                       <C>               <C>              <C>               <C>              <C>
Selected Statement of Operations Data:
Revenues                                  $ 7,310,000       $ 7,008,000      $ 6,375,000       $ 7,863,000      $ 6,775,000
Net Income (Loss) from operations             304,000          (115,000)      (2,061,000)         (807,000)      (2,448,000)
Net Income (Loss)                             411,000            10,000       (1,886,000)         (654,000)      (2,368,000)
Basic & diluted income (loss) per share (1)     $0.04             $0.00           $(0.17)           $(0.07)          $(0.28)
Weighted average shares outstanding (2)    10,916,000        10,886,000       10,831,000         9,988,000        8,383,000

Selected Balance Sheet Data:
Working capital                           $ 4,355,000       $ 3,737,000      $ 3,334,000       $ 4,931,000      $ 2,083,000
Total assets                                6,328,000         6,366,000        6,165,000         7,706,000        5,580,000
Long term debt, net                             -                 -                -                 -               26,000
Accumulated deficit                       (17,252,000)      (17,662,000)     (17,672,000)      (15,786,000)     (15,132,000)
Stockholders' equity                        5,527,000         5,045,000        4,948,000         6,806,000        4,438,000
<FN>
1  The impact of dilutive shares is immaterial.
2  See Note 2 to Financial Statements
</FN>
</TABLE>

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

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

RESULTS OF OPERATIONS

Fiscal year 1999 Compared to Fiscal Year 1998
---------------------------------------------

REVENUES
The  Company's  revenues for the fiscal year ended March 28, 1999  ("1999") were
$7.3  million,  an increase of 4% from  revenues of $7.0  million for the fiscal
year ended March 29, 1998  ("1998").

Net product sales of $7.3 million increased  $648,000 (10%) in 1999. As detailed
below, this increase reflects higher shipments of military  aerospace  products,
partially offset by lower shipments of commercial  products.  Volume in military
aerospace  products increased by approximately 14% in 1999 compared to 1998. The
increase in military  aerospace products was partially offset by lower shipments
of commercial  products which decreased by  approximately 2% in 1999 compared to
1998. During 1999, shipments of Large Area Avalanche Photodiode

                                       9
<PAGE>
(LAAPD)  products  (included  in net  product  sales)  rose by 94%,  to $403,000
(highest  in Company  history),  when  compared  to the same period in the prior
year.  While sales from these products  represented only 6% of total net product
sales during 1999, the Company  anticipates  increasing volume from sales of its
proprietary  LAAPD  products  as  markets  begin to  implement  this  "enabling"
technology.

Development contract revenues during 1999 decreased by $346,000. The Company was
awarded a Phase II Department of Energy (DOE) grant of approximately $750,000 in
June 1995, and in December  1995,  was awarded a $1.1 million  contract from the
Advanced  Research  Projects Agency of the Pentagon and the Aircraft Division of
the Naval Air Warfare Center  (ARPA/NAWC).  Both contracts were completed during
fiscal 1998,  the DOE in Q3 and  ARPA/NAWC  in Q4. The Company is currently  not
working on any government funded development contracts.

COSTS AND EXPENSES
Cost of product sales increased by $522,000 (13%) in 1999 compared to 1998. Cost
of product  sales as a percent of net product  sales  increased  by 2% and gross
profit margin on net product sales decreased 2 percentage points to 39% compared
to 1998. This was primarily due to product mix as the Company  completed a large
program in early 1999,  which  generated  high margins in its initial phase that
began in early 1998.

Research and  development  ("R&D") costs decreased by $690,000 (56%) to $552,000
during 1999 compared to 1998.  The decrease in R&D costs is primarily due to the
lower level of R&D effort on government contracts (see "Revenues" above) as well
as a general reduction in internal R&D efforts as the Company has commercialized
its discrete  line of LAAPD  products  which in previous  years were still under
development.  The Company  continues  development of its next generation line of
LAAPD array products.  R&D costs have varied  significantly in the past, and may
continue  to do so, due to the level of  activity  associated  with  development
contracts  as well as the number  and  complexity  of new  process  and  product
development projects, the qualification of new process developments and customer
evaluation and acceptance of new products.

Marketing  and sales  expenses  decreased  by $19,000  (2%) to $959,000 in 1999.
Marketing and sales expenses are expected to increase as the Company pursues its
plan for growth and commercialization of the LAAPD family of products.

General and administrative expenses increased by $70,000 (7%) to $1.1 million in
1999  compared  to  1998.  During  Q2  1997  the  Company  recorded  a  one-time
reorganization  charge of approximately  $288,000 related to management  changes
and during Q2 1998 reversed approximately $100,000 of this accrual.  General and
administrative  expenses,   before  the  impact  of  the  one-time  reversal  of
reorganization charges in Q2 1998, decreased by $30,000 (3%) in 1999 compared to
1998.

Interest  income in 1999 of $115,000  was $8,000  lower than 1998 as a result of
lower available interest rates.

Fiscal year 1998 Compared to Fiscal Year 1997
---------------------------------------------

REVENUES
The  Company's  revenues for the fiscal year ended March 29, 1998  ("1998") were
$7.0  million,  an increase of 10% from  revenues of $6.4 million for the fiscal
year ended March 30, 1997 ("1997").

Net product sales of $6.7 million increased  $870,000 (15%) in 1998. As detailed
below, this increase reflects higher shipments of military  aerospace  products,
partially offset by lower shipments of commercial  products.  Volume in military
aerospace  products increased by approximately 54% in 1998 compared to 1997. The
increase in military  aerospace products was partially offset by lower shipments
of commercial  products which decreased by  approximately 7% in 1998 compared to
1997.  The Company  believes that  cutbacks in its sales and  marketing  efforts
during fiscal 1996 impacted its ability to book new orders and resulted in lower
sales during the second half of 1997 and the first half of 1998.  These cutbacks
were a result of cash  conservation  measures  put in place

                                       10
<PAGE>

prior to the  Company  completing  a private  placement  in August  1995.  After
receiving  the  additional  equity  financing,  the Company  hired and  replaced
employees in the sales  department  and otherwise  increased  marketing  efforts
including additional trade-show  attendance and advertising.  These efforts have
resulted in an increase in commercial backlog and helped to increase  commercial
sales  during the fourth  quarter of 1998 by  approximately  24% compared to the
same period in the prior year.

Development  contract  revenues  during 1998  decreased  by $237,000  (41%) when
compared to 1997.  The Company was awarded a Phase II Department of Energy (DOE)
grant of approximately  $750,000 in June 1995, and in December 1995, was awarded
a $1.1  million  contract  from the  Advanced  Research  Projects  Agency of the
Pentagon and the Aircraft Division of the Naval Air Warfare Center  (ARPA/NAWC).
These types of government  development contracts are typically multi-year awards
and are subject to periodic  review and  cancellation by the government due to a
variety of reasons  including  a lack of  funding.  During the third  quarter of
1998,  revenues  from the DOE  contract  began to wind down and the contract was
completed. The ARPA/NAWC contract was completed during the fourth quarter.

COSTS AND EXPENSES
Cost of product  sales  increased  by only  $20,000 (1%) in 1998 despite the 15%
increase in net product sales (see "Revenues" above). Cost of product sales as a
percent of net product  sales  decreased by 13% and gross  profit  margin on net
product  sales  increased  8  percentage  points to 41%  compared  to 1997.  The
improvement is  attributable  to a number of factors  including  improvements in
operating  efficiencies as well as improved margins on product mix. In line with
the reduction in product  shipments which spanned the second half of fiscal 1997
through the first half of fiscal 1998, the Company reduced its workforce from 86
to 69 during fiscal 1997 through  attrition and a reduction in force in February
1997.

Research and  development  ("R&D")  costs  decreased  by $670,000  (35%) to $1.2
million in 1998.  The decrease in R&D costs is primarily  due to the lower level
of R&D  effort  on  government  contracts  (see  "Revenues"  above) as well as a
general  reduction  in internal  R&D efforts as the Company  focused more on the
commercialization/manufacture   of  the   LAAPD.   In   conjunction   with   its
commercialization  efforts,  the Company has  consolidated its core business and
LAAPD  manufacturing  operations  which  previously had been managed as separate
operational centers. In addition, the Company has better controlled internal R&D
activities. R&D costs have varied significantly in the past, and may continue to
do so, due to the level of activity  associated  with  development  contracts as
well as the  number  and  complexity  of new  process  and  product  development
projects,  the qualification of new process developments and customer evaluation
and acceptance of new products.

Marketing  and sales  expenses  decreased  by $19,000  (2%) to $978,000 in 1998.

General and  administrative  expenses decreased by $644,000 (40%) to $983,000 in
1998  primarily  due to lower labor  related  costs  partially  offset by higher
consultant  costs.  During 1997, the Company recorded a one-time  reorganization
charge of approximately  $323,000  related to management  changes and during the
second quarter of 1998 reversed approximately  $100,000 of this accrual.  During
1998,  general  and  administrative   expenses,   before  the  impact  of  these
adjustments,  decreased by $221,000 (17%) to $1.1 million.  These decreases were
due to a number of factors including lower  compensation,  training,  management
systems, amortization and consulting costs.

Interest  income in 1998 of $123,000 was $44,000  lower than 1997 as a result of
lower average cash balances and lower available  interest rates. In August 1995,
the Company  completed a private  placement  which  increased  its average  cash
balances  during Q3 and Q4 of 1996 and all of 1997.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

At March 28,  1999,  the  Company  had cash,  cash  equivalents  and

short-term
investments of $2.5 million,  working capital of $4.4 million and an accumulated
deficit of $17.3 million.  The Company's cash,  cash  equivalents and

                                       11
<PAGE>

short-term  investments  increased $168,000 during the twelve months ended March
28, 1999. Cash expenditures  were primarily  impacted by a reduction of $448,000
in accounts payable and other accrued expenses. This reduction was primarily due
to material and other manufacturing related  purchases/accruals  incurred during
1998 leading to a high level of revenues  produced in Q1 1999  (revenues of $2.0
million were  recorded in Q1 1999).  Revenues in Q1 2000 are not projected to be
as high and,  therefore,  the accounts  payable and other  accrued  expenses are
lower as of March 28, 1999.  Accounts  receivable  increased by $20,000 in 1999.
Capital spending during 1999 was $147,000 compared to $163,000 during 1998.

To enable the  Company to meet its  capital  commitment  needs,  the Company has
historically supplemented cash provided by operations with proceeds from private
and public sales of capital stock and borrowings.  These funds have been used to
grow the core business and finance the development and initial commercialization
of the  Company's  LAAPD  technology.  While the Company  believes  that initial
commercialization  has been  completed  and has  reduced  its  expenditures  for
research and development,  it continues  development of proof-of-concept,  LAAPD
pixelized  arrays  as well as  other  derivatives  of the base  technology.  The
continued  development  of LAAPD arrays  beyond the  proof-of-concept  phase may
require additional funds.

The Company has a revolving line of credit  agreement with a bank for the lesser
of $1,000,000 or 75 percent of eligible trade accounts receivable, as defined by
the agreement.  The agreement which is renewed  annually will expire on July 16,
1999, and provides for interest to be paid monthly at prime plus .5 percent. The
Company must adhere to certain  requirements  and provisions to be in compliance
with the terms of the agreement. Borrowings under the line of credit are secured
by accounts receivable,  inventory,  equipment and general intangibles. At March
28, 1999,  no amounts were  outstanding  under any bank line of credit and there
were no stockholder loans to the Company.

The Company is exposed to interest rate risk for  marketable  securities and its
bank line of credit. At March 28, 1999, the Company had $1,867,000 of short-term
investments with a weighted average interest rate of 5.00%, primarily commercial
paper, all of which matures in fiscal year 2000.

The Company believes that the moderate rate of inflation over the past few years
has not had a significant impact on the Company's sales or operating results.

YEAR 2000 ISSUES

The Company is aware of the potential  for Year 2000  software  failures and the
associated impact on business operations. Such computer programs utilizing a two
digit date field may  recognize  a date using "00" as the year 1900  rather than
the year 2000 (the "Year 2000  Issue").  The Year 2000 Issue  could  potentially
result  in a  system  failure  or  in  miscalculations  causing  disruptions  of
operations,  including  among other  things,  a temporary  inability  to process
transactions,   send  invoices  or  engage  in  other  similar  normal  business
activities.  The  Company  developed a plan and  identified  Year 2000 Issues in
certain software  applications and upgraded such applications with software that
recognizes dates beyond December 31, 1999, thus addressing a substantial portion
of the Year 2000 Issue that may impact the  Company  (the  Company is  currently
operating in its fiscal 2000 and,  therefore,  has proven its reliability).  The
cost of this  project,  as it  relates  to the Year 2000  Issue,  did not have a
material effect on the operations of the Company. In addition,  the Company made
inquiries  and  took  inventory  of  its'  "mission   critical"   suppliers  and
manufacturing  equipment.  In most  cases,  there are  alternative  vendors  and
equipment  available to meet the "mission  critical" needs of the Company in the
event of unforeseen circumstances.
                                       12


<PAGE>

FORWARD LOOKING STATEMENTS
--------------------------

This  Annual  Report  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,  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  (particularly  its LAAPD  product  line),  and a decline in the general
demand for optoelectronic products.

Item 8.    Financial Statements and Supplementary Data
-------    -------------------------------------------

The following consolidated  financial statements of Advanced Photonix,  Inc. are
included in Item 8.

                                                                       Page
Report of Independent Public Accountants                                14

Consolidated Statements of Operations
for each of the three years in the period ended March 28, 1999          15

Consolidated Balance Sheets at March 28, 1999 and March 29, 1998       16-17

Consolidated Statements of Stockholders' Equity
for each of the three years in the period ended March 28, 1999           18

Consolidated Statements of Cash Flows
for each of the three years in the period ended March 28, 1999           19

Notes to Consolidated Financial Statements                             20-26

All other schedules for which  provisions are made in the applicable  accounting
regulations of the Securities and Exchange Commission are not required under the
related instructions, or are disclosed in the consolidated financial statements,
or are inapplicable and, therefore, have been omitted.

                                       13
<PAGE>




                               ARTHUR ANDERSEN LLP








REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To Advanced Photonix, Inc.:

We have  audited  the  accompanying  consolidated  balance  sheets  of  Advanced
Photonix,  Inc. (a Delaware Corporation) and Subsidiary as of March 28, 1999 and
March  29,  1998,  and  the  related  consolidated   statements  of  operations,
stockholders'  equity and cash  flows for each of the three  years in the period
ended March 28, 1999. These financial  statements are the  responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of Advanced  Photonix,  Inc. and
Subsidiary  as of March 28,  1999 and March 29,  1998,  and the results of their
operations  and their cash flows for each of the three years in the period ended
March 28, 1999 in conformity with generally accepted accounting principles.


                                         ARTHUR ANDERSEN LLP


Los Angeles, California
May 5, 1999

                                       14
<PAGE>


                             ADVANCED PHOTONIX, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS



For each of the three years                1999          1998           1997
in the period ended March 28, 1999
--------------------------------------------------------------------------------
REVENUES
   Net product sales                 $  7,310,000   $  6,662,000   $  5,792,000
   Development contracts                    -            346,000        583,000
                                     -------------  -------------  -------------
                                        7,310,000      7,008,000      6,375,000
                                     -------------  -------------  -------------

COST AND EXPENSES
   Cost of product sales                4,442,000      3,920,000      3,900,000
   Research and development               552,000      1,242,000      1,912,000
   Marketing and sales                    959,000        978,000        997,000
   General and administrative           1,053,000        983,000      1,627,000
                                     -------------  -------------  -------------
                                        7,006,000      7,123,000      8,436,000
                                     -------------  -------------  -------------

NET INCOME (LOSS) FROM OPERATIONS         304,000       (115,000)    (2,061,000)
                                     -------------  -------------  -------------


OTHER INCOME (EXPENSE)
   Interest expense                         -              -              -
   Interest income                        115,000        123,000        167,000
   Other, net                              (8,000)         2,000          8,000
                                     -------------  -------------  -------------
                                          107,000        125,000        175,000
                                     -------------  -------------  -------------

NET INCOME (LOSS) --
   $.04, $.00, $(.17) per share      $    411,000   $     10,000   $ (1,886,000)
                                     =============  =============  =============



                See notes to consolidated financial statements.

                                       15
<PAGE>

<TABLE>

                                               ADVANCED PHOTONIX, INC.

                                            CONSOLIDATED BALANCE SHEETS

<CAPTION>

                                                                              March 28, 1999            March 29, 1998
------------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>                       <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents                                                       $   664,000               $ 1,386,000
Short-term investments                                                            1,867,000                   977,000
Accounts receivable, less allowance of $83,000 in 1999 and 1998                     986,000                   966,000
Inventories                                                                       1,551,000                 1,573,000
Prepaid expenses and other current assets                                            88,000                    84,000
                                                                                ------------              ------------
         Total Current Assets                                                     5,156,000                 4,986,000
                                                                                ------------              ------------

EQUIPMENT AND LEASEHOLD IMPROVEMENTS, at cost                                     2,985,000                 3,387,000
Less accumulated depreciation and amortization                                   (2,474,000)               (2,689,000)
                                                                                ------------              ------------
                                                                                    511,000                   698,000
                                                                                ------------              ------------
OTHER ASSETS
Goodwill, net of accumulated amortization of $253,000 in 1999 and                   583,000                   617,000
    $219,000 in 1998
Patents, net of accumulated amortization of $28,000 in 1999 and $25,000              52,000                    40,000
    in 1998
Other                                                                                26,000                    25,000
                                                                                ------------              ------------
                                                                                    661,000                   682,000
                                                                                ------------              ------------
                                                                                $ 6,328,000               $ 6,366,000
                                                                                ============              ============
<FN>

                                         See notes to consolidated financial statements.

</FN>
</TABLE>

                                                                   16
<PAGE>
<TABLE>

                                              ADVANCED PHOTONIX, INC.

                                            CONSOLIDATED BALANCE SHEETS

<CAPTION>
                                                                              March 28, 1999            March 29, 1998
------------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>                      <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable                                                                $   263,000               $   518,000
Accrued expenses:
         Salaries and employee benefits                                             310,000                   310,000
         Warranty                                                                    95,000                    95,000
         Other                                                                      133,000                   326,000
                                                                                ------------              ------------
         Total Current Liabilities                                                  801,000                 1,249,000
                                                                                ------------              ------------

COMMITMENTS AND CONTINGENICES (Notes 7 and 8)
STOCKHOLDERS' EQUITY
Class A Common Stock, par value $.001 per share; authorized
50,000,000 shares;
       1999 - 10,849,260 shares issued and outstanding
       1998 - 10,838,260 shares issued and outstanding                               11,000                    11,000

Class B Common Stock, par value $.001 per share; authorized 4,420,113
shares;
       1999 - 68,135 shares issued and outstanding
       1998 - 76,135 shares issued and outstanding                                    -                         -

Convertible Preferred Stock at redemption  value; authorized
10,000,000 shares
       1999 - 80,000 shares issued and outstanding
       1998 - 90,000 shares issued and outstanding                                   64,000                    72,000
Additional paid-in capital                                                       22,704,000                22,696,000
Accumulated Deficit                                                             (17,252,000)              (17,662,000)
                                                                                ------------              ------------
                                                                                  5,527,000                 5,117,000
                                                                                ------------              ------------
                                                                                $ 6,328,000               $ 6,366,000
                                                                                ============              ============

<FN>

                                          See notes to consolidated financial statements.

</FN>
</TABLE>
                                                                        17
<PAGE>
<TABLE>

                                                              ADVANCED PHOTONIX, INC.

                                                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<CAPTION>

For each of the three                                                        Additional
years in the period         Class A           Class B         Convertible     Paid-in     Class B Common
ended March 29, 1998      Common Stock     Common Stock     Preferred Stock   Capital     Treasury Stock    Accumulated
                        Shares   Amount   Shares    Amount  Shares   Amount   Amount     Shares   Amount      Deficit      Total
                        ------   ------   ------    ------  ------   ------   ------     ------   ------      -------      -----

<S>                  <C>         <C>       <C>        <C>   <C>      <C>     <C>          <C>     <C>       <C>           <C>
BALANCE AT MARCH     10,631,186  $10,000   170,780    $-    123,000  $98,000 $22,632,000  22,223  $(50,000) $(15,786,000) $6,904,000
  31, 1996

Issuance Costs on
 Sale of Class A
 Common Stock               -       -        -         -       -       -        (18,000)   -         -            -         (18,000)

Conversion of Class
  B Common Stock         33,778     -      (33,778)    -       -       -          -        -         -            -           -

Exercise of Options      52,529   1,000      -         -       -       -         45,000    -         -            -          46,000

Net Loss                    -       -        -         -       -       -          -        -         -       (1,886,000) (1,886,000)
------------------------------------------------------------------------------------------------------------------------------------
BALANCE AT MARCH     10,717,493  11,000    137,002     -    123,000  98,000  22,659,000  22,223   (50,000)  (17,672,000)  5,046,000
  30, 1997

Conversion of
 Redeemable Preferred
 Stock                      -       -        9,900     -    (33,000)(26,000)     26,000    -         -            -           -

Issuance Costs on
 Sale of Class A
 Common Stock               -       -        -         -       -       -        (17,000)   -         -            -         (17,000)

Conversion of Class
 B Common Stock          70,767     -      (70,767)    -       -       -          -        -         -            -            -

Exercise of Options      50,000     -        -         -       -       -         78,000    -         -            -          78,000

Retirement of
 Treasury Shares            -       -        -         -       -       -        (50,000)(22,223)   50,000         -            -

Net Income                  -       -        -         -       -       -          -        -         -          10,000       10,000
------------------------------------------------------------------------------------------------------------------------------------
BALANCE AT MARCH
  29, 1998           10,838,260  11,000     76,135     -     90,000  72,000  22,696,000    -         -     (17,662,000)   5,117,000

Conversion of
 Redeemable Preferred
 Stock                      -       -        3,000     -    (10,000) (8,000)      8,000    -         -            -           -

Conversion of Class
 B Common Stock          11,000     -      (11,000)    -       -       -          -        -         -            -            -

Other                       -       -        -         -       -       -          -        -         -          (1,000)      (1,000)

Net Income                  -       -        -         -       -       -          -        -         -         411,000      411,000
------------------------------------------------------------------------------------------------------------------------------------
BALANCE AT MARCH
  28, 1999           10,849,260 $11,000     68,135    $-     80,000  64,000 $22,704,000    -        $-    $(17,252,000)  $5,527,000
====================================================================================================================================
<FN>

                                         See notes to consolidated financial statements.
</FN>
</TABLE>

                                                                 18
<PAGE>

<TABLE>

                                                          ADVANCED PHOTONIX, INC.

                                                 CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>

For each of the three years in the period ended March 28, 1999                        1999               1998               1997
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>                 <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                                               $     411,000       $      10,000     $  (1,886,000)
Adjustment to reconcile net income (loss) to net cash provided by (used in)
operating activities
     Depreciation                                                                     334,000             426,000           524,000
     Amortization                                                                      37,000              37,000            66,000
     Loss on disposal of fixed assets                                                   -                   6,000             -

Changes in assets and liabilities:
     Short-term investments                                                          (890,000)            482,000        (1,459,000)
     Accounts receivable                                                              (20,000)           (324,000)          150,000
     Inventories                                                                       22,000            (499,000)         (288,000)
     Prepaid expenses and other current assets                                         (4,000)            (23,000)           25,000
     Other assets                                                                     (17,000)             26,000             2,000
     Accounts payable and other accrued expenses                                     (448,000)            130,000           317,000
     Advances                                                                           -                   -                27,000
                                                                                --------------      --------------    --------------

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                                  (575,000)            271,000        (2,522,000)
                                                                                --------------      --------------    --------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Capital expenditures                                                              (147,000)           (163,000)         (331,000)
                                                                                --------------      --------------    --------------
NET CASH USED IN INVESTING ACTIVITIES                                                (147,000)           (163,000)         (331,000)
                                                                                --------------      --------------    --------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Sales of common stock, net of issuance costs                                         -                 (17,000)          (17,000)
   Proceeds from exercise of stock options                                              -                  78,000            45,000
                                                                                --------------      --------------    --------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                               -                  61,000            28,000
                                                                                --------------      --------------    --------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                 (722,000)            169,000        (2,825,000)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                      1,386,000           1,217,000         4,042,000
                                                                                --------------      --------------    --------------
CASH AND CASH EQUIVALENTS AT END OF YEAR                                        $     664,000       $   1,386,000     $   1,217,000
                                                                                ==============      ==============    ==============

<FN>


                                        See notes to consolidated financial statements.
</FN>
</TABLE>

                                                                 19
<PAGE>


                             ADVANCED PHOTONIX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 28, 1999

NOTE 1 - LINE OF BUSINESS AND BUSINESS RISKS

Advanced Photonix, Inc.(R) (with its subsidiary, Silicon Detector Corporation, a
California   corporation   ("SDC"),   hereafter  referred  to  together  as  the
"Company"),  is engaged in the  development  and  manufacture of  optoelectronic
semiconductor  based  components,  hybrid assemblies and other proprietary solid
state light and radiation  detection  devices,  including  proprietary  advanced
solid state silicon  photodetection  devices which utilize Avalanche  Photodiode
("APD") technology.  The Company was incorporated under the laws of the State of
Delaware  on June 22,  1988.  The  Company  believes  that its  proprietary  APD
technology represents a leading-edge  advancement in photodetection and imaging,
and will become an increasingly important part of its business.

The Company has an accumulated  deficit of $17,252,000 as of March 28, 1999, and
has  incurred  losses  since  inception  until the last two  fiscal  years.  The
Company's  LAAPD  technology is still  considered to be a new  technology and is
subject  to  risks  inherent  in  the  development  of  products  based  on  new
technologies.  These risks include  getting the invention out of the  laboratory
and into actual use in the field and stepping up  production  from the prototype
(early) stages of manufacturing. In order to fund these development efforts, the
Company  historically  has relied upon  proceeds  from equity  financings,  bank
lines-of-credit and loans from stockholders.  At March 28, 1999, no amounts were
outstanding under any bank line-of-credit and there were no stockholder loans to
the Company.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Fiscal Year: The Company's fiscal year ends on the last Sunday in March.  Fiscal
years in the  three-year  period  ended March 28, 1999,  each contain  fifty-two
weeks.

Principles of consolidation:  The consolidated  financial statements include the
accounts of the Company and its  wholly-owned  subsidiary,  SDC. All significant
intercompany accounts and transactions have been eliminated.

Cash, cash  equivalents and short-term  investments:  The Company  considers all
highly  liquid  investments,  with an original  maturity of three months or less
when purchased, to be cash equivalents.  Short-term investments are comprised of
readily  marketable debt  securities  with remaining  maturities of more than 90
days at date of purchase.  The short-term investments are all considered trading
securities and are bought and held principally for the purpose of selling in the
near term. The fair value of such investments approximated the carrying value as
of March 28, 1999 and March 29, 1998.

The Company maintains cash balances at a financial  institution that are insured
by the Federal Deposit Insurance Corporation up to $100,000.  The Company places
its cash equivalents and short-term investments in investment grade,  short-term
debt  instruments and limits the amount of credit exposure to any one commercial
issuer.  As of March 28,  1999,  the  Company had cash and cash  equivalents  at
various  financial  institutions and in various highly liquid  investments which
were in excess of federally insured amounts.

Credit risk: Accounts receivable are unsecured and the Company is at risk to the
extent such amount becomes  uncollectible.  The Company performs periodic credit
evaluations of its customers' financial condition and generally does not require
collateral.  Receivables generally are due within 30 days. A significant portion
of  revenues  and  accounts  receivable  are with U.S.  Government  contractors,
including  approximately  12%, 26% and 19% of revenues from a major customer for
the fiscal years ending 1999, 1998 and 1997,  respectively.  In fiscal 1999, the
Company had export sales of  approximately  $979,000 to

                                       20
<PAGE>

customers in Australia,  Canada, China, Finland, France, Germany, Great Britain,
India,  Italy, Japan,  Mexico, The Netherlands,  New Zealand,  Portugal,  Spain,
Sweden,  and  Switzerland  (none of which was  individually  greater than 10% of
total revenues). As of March 28, 1999 and March 29, 1998, one customer comprised
14% of accounts receivable.

Inventories:  Inventories,  which  include  material,  labor  and  manufacturing
overhead are stated at the lower of cost (first in, first out) or market.

Inventories consist of the following:

                                         March 28, 1999         March 29, 1998
                                      -------------------    -------------------

            Raw materials               $    453,000           $    481,000
            Work in progress                 926,000                940,000
            Finished products                172,000                152,000
                                     --------------------    -------------------
                                        $  1,551,000           $  1,573,000
                                     ====================    ===================

Equipment and leasehold  improvements:  Equipment and leasehold improvements are
stated  at  cost.   Depreciation   and   amortization  are  computed  using  the
straight-line method over the estimated useful lives of the assets or lease term
ranging from five years to eleven years.  The Company  capitalizes  expenditures
that  materially   increase  asset  lives  and  charges   ordinary  repairs  and
maintenance  to  operations  as  incurred.  When  assets  are sold or  otherwise
disposed of, the cost and related  depreciation or amortization are removed from
the  accounts  and  any  resulting  gain or loss is  included  in  other  income
(expense) in the accompanying  consolidated statements of operations.  Equipment
and leasehold improvements consist of the following:

                                          March 28, 1999        March 29, 1998
                                        ------------------     -----------------

Laboratory equipment                      $ 2,474,000            $ 2,689,000
Furniture, fixtures and office equipment      232,000                300,000
Leasehold improvements                        238,000                306,000
Construction in progress                       41,000                 92,000
                                        ------------------     -----------------
                                          $ 2,985,000            $ 3,387,000
                                        ==================     =================

Patents:   Patents   represent   costs   incurred  in  connection   with  patent
applications.  Such costs are amortized using the straight-line  method over the
useful life of the patent once issued,  or expensed  immediately if any specific
application is unsuccessful. Amortization expense was $3,000, $4,000 and $12,000
for the fiscal years 1999, 1998 and 1997, respectively.

Goodwill:  The excess of cost over the purchase  price of acquired net assets is
amortized on a straight-line basis over a 25 year period.  Amortization  expense
was  $33,000,  $33,000  and $34,000  for the fiscal  years 1999,  1998 and 1997,
respectively.  The Company continually  evaluates the recoverability of goodwill
by  assessing  whether the  recorded  value of the  goodwill  will be  recovered
through future expected operating results.

Revenue recognition:
Development   contracts  -  Revenues   from   research  and   development   cost
reimbursement-type  contracts are recorded as costs are incurred  based upon the
relationship  between actual costs  incurred,  total  estimated  costs,  and the
amount  of the  contract  or  grant  award.  Estimation  of costs  are  reviewed
periodically  and any  anticipated  losses are recognized in the period in which
they first become determinable.

Product  Sales - The Company  uses the unit of delivery  method for  recognizing
sales and cost of sales under  production  contracts.  Provision  for  estimated
losses,  if any,  is made in the  period in which such  losses  are  determined.

                                       21
<PAGE>

Warranties:  The Company  typically  warrants  its products  against  defects in
material and  workmanship  for a period of 90 days from the date of shipment.  A
provision  for  estimated  future  warranty  costs is recorded when products are
shipped. To date, warranty costs have not been material.

Net Income  (Loss) Per Share:  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.  "Diluted" net income (loss) per share has
not been  presented as the impact is not  material.  Net income (loss) per share
amount for 1997 has been  restated to reflect the adoption of SFAS No. 128. Such
weighted  average shares were  approximately  10,916,000 in 1999,  10,886,000 in
1998, and  10,831,000 in 1997. The affect of common stock options in 1999,  1998
and 1997,  respectively,  have been excluded from the  determination of weighted
average  shares  outstanding  as  their  affect  would be  anti-dilutive  or not
material.

Research and Development Costs: The Company charges all research and development
costs, including costs associated with development contract revenues, to expense
when incurred.  Manufacturing  costs  associated  with the  development of a new
fabrication  process or a new  product  are  expensed  until such times as these
processes or products are proven through final testing and initial acceptance by
the customer.  Costs related to revenues on non-recurring  engineering  services
billed to customers are generally classified as cost of product sales.

Use of Estimates:  The  preparation of financial  statements in conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Accounting for Stock Option Based  Compensation:  SFAS No. 123,  "Accounting for
Stock Based  Compensation"  ("SFAS 123"),  sets forth  accounting  and reporting
standards for stock based employee  compensation  plans. As allowed by SFAS 123,
the Company continues to measure  compensation cost under Accounting  Principles
Board Opinion No. 25,  "Accounting  for Stock Issued to Employees"  (APB 25) and
complies  with the pro forma  disclosure  requirements  of the new standard (see
Note  6).

Business   Segment:   The  Company  develops  and  manufactures   optoelectronic
semiconductor  based  components,  hybrid assemblies and other proprietary solid
state light and  radiation  detection  devices  for sale to  original  equipment
manufacturers  (OEMs),  primarily in North America and Europe,  on an integrated
one segment basis.

Reclassifications:  Certain  prior  years'  amounts  have been  reclassified  to
conform to the current year's presentation.

NOTE 3 - CAPITALIZATION

The Company's  Certificate of  Incorporation  provides for two classes of common
stock, a Class A for which  50,000,000  shares are authorized for issuance and a
Class B for which 4,420,113 shares are authorized for issuance. The par value of
each class is $.001.  Subject to certain limited  exceptions,  shares of Class B
Common Stock are  automatically  converted into an equivalent  number of Class A
shares  upon the sale or transfer  of the Class B Common  Stock by the  original
holder. The holder of each share of Class A and Class B Common Stock is entitled
to one vote per share.

The  Company has  authorized  10,000,000  shares of  Preferred  Stock,  of which
780,000 shares have been  designated  Class A Redeemable  Convertible  Preferred
Stock  with a par  value of $.001  per  share.  The  number

                                       22
<PAGE>

of shares of Class A Preferred  Stock issued and outstanding was 80,000 at March
28, 1999 and 90,000 at March 29, 1998, respectively. The Class A Preferred Stock
has a liquidation preference equal to its issue price ($.80 per share).The Class
A Preferred Stock is convertible at any time, at the option of the holder,  into
 .3 share of Class B Common Stock for each share of Preferred Stock converted. As
of March 28, 1999, there were 24,000 shares of Class B Common Stock reserved for
the potential  conversion of the Class A Preferred  Stock. The Class A Preferred
Stock is subject to redemption at the Company's option for $.80 per share at any
time. The Company would be required to pay approximately $64,000 to redeem these
shares.  The  holders of the Class A Preferred  Stock are  entitled to an annual
non-cumulative  dividend  preference  of $.072 per share when the  Company's net
earnings per share of Class A Preferred Stock equals or exceeds $.072. The Class
A  Preferred  stockholders  do not have  voting  rights  except as  required  by
applicable law.

NOTE 4 - LINE OF CREDIT

The Company has a revolving line of credit  agreement with a bank for the lesser
of $1,000,000 or 75 percent of eligible trade accounts receivable, as defined by
the agreement.  The agreement  expires in July 1999 and provides for interest to
be paid monthly at prime plus .50 percent (8.25 percent at March 28, 1999).  The
Company must adhere to certain  requirements  and provisions to be in compliance
with the terms of the  agreement.  The Company was in  compliance  with all such
covenants as of March 28, 1999.  Borrowings under the line of credit are secured
by accounts receivable,  inventory, equipment and general intangibles. There was
no outstanding balance under the line of credit agreement as of March 28, 1999.

NOTE 5 - INCOME TAXES

At March 28,  1999,  the  Company  had net  operating  loss  carry  forwards  of
approximately  $15.0  million for federal  tax  purposes  that expire at various
dates through fiscal year 2012. The tax laws related to the  utilization of loss
carryforwards  are complex and the amount of the  Company's  loss carry  forward
that will ultimately be available to offset future taxable income may be subject
to annual  limitations  resulting from changes in the ownership of the Company's
common  stock.  The Company  also has  approximately  $531,000  in research  and
development credit carryovers  available for federal tax purposes that expire in
the fiscal years 2004 through 2014.

Under SFAS No. 109,  "Accounting  for Income Taxes",  deferred tax assets may be
recognized for temporary  differences that will result in deductible  amounts in
future periods and for loss  carryforwards.  A valuation allowance is recognized
if, based on the weight of available  evidence,  it is more likely than not that
some portion or all of the deferred tax asset will not be realized.  A detail of
the  Company's  net  deferred  tax asset as of March 28, 1999 and March 29, 1998
follows:

                                    March 28, 1999            March 29, 1998
                                ---------------------     ----------------------
 NOL Carryforwards                  $ 5,812,000                $ 6,074,000
 Inventory obsolescence                 640,000                    549,000
 Warranty                                37,000                     37,000
 Depreciation                             -                        (54,000)
 Vacation                                40,000                     44,000
 Other                                   62,000                     62,000
                                ---------------------     ----------------------
                                      6,591,000                  6,712,000
 Less valuation allowance            (6,591,000)                (6,712,000)
                                ---------------------     ----------------------

 Net deferred tax asset                $ -0-                      $ -0-
                                =====================     ======================

                                       23
<PAGE>

Due to  the  uncertainty  surrounding  the  realization  of  the  favorable  tax
attributes of such net operating loss carry forwards in future tax returns,  the
Company has recorded a valuation  allowance  against its otherwise  recognizable
deferred tax assets. Accordingly, no deferred tax asset has been reported in the
accompanying consolidated balance sheets.

As the Company utilized tax loss carryforwards in fiscal years 1999 and 1998 and
incurred  losses in fiscal  1997,  the  Company has  recorded  $6,400 in minimum
federal  taxes in other  expense  during  fiscal 1999 and minimum state taxes of
$1,600 in other expense each year in the accompanying consolidated statements of
operations.

NOTE 6 - STOCK OPTIONS

The Company has three stock option plans:  the 1990  Incentive  Stock Option and
Non-Qualified  Stock Option Plan,  the 1991  Directors'  Stock Option Plan ("The
Directors'  Plan") and the 1997 Employee Stock Option Plan. The Company measures
compensation  for  these  plans  under  APB  Opinion  No.  25,  under  which  no
compensation cost has been recognized.  Had compensation expense for these plans
been  determined  consistent  with SFAS No. 123, the  Company's net loss and net
loss per share would have increased to the following pro forma amounts:
<TABLE>
<CAPTION>

                                                   1999                1998               1997
                                              ---------------    ---------------    ---------------
<S>                                           <C>                <C>                <C>

Net Income (Loss) - as reported               $    411,000       $    10,000        $ (1,886,000)
Net Loss - pro forma                          $    (42,000)      $  (309,000)       $ (2,108,000)
Basic Income (Loss) per share - as reported            .04               .00                (.17)
Basic Income (Loss) per share - pro forma              .00              (.03)               (.19)
                                              ---------------    ---------------    ---------------
</TABLE>

Because the SFAS No. 123 method of  accounting  has not been  applied to options
granted prior to April 3, 1995,  the resulting pro forma  compensation  cost may
not be  representative of that to be expected in future years. The fair value of
each option  grant is  estimated  on the date of grant  using the  Black-Scholes
option pricing model with the following  weighted-average  assumptions  used for
grants in 1999, 1998 and 1997,  respectively:  risk free interest rates of 5.68,
5.82 and 6.53 percent, expected volatility of 69.00, 48.57 and 63.33 percent and
expected  lives of 10 years in all  periods.  No  dividends  were assumed in the
calculations.

The   Company's   various  stock  option  plans  provide  for  the  granting  of
non-qualified  and incentive stock options to purchase up to 2,200,000 shares of
common  stock for periods not to exceed 10 years.  As of March 28,  1999,  there
were  884,500  shares  available  for future  grant  under such  plans.  Options
typically  vest at the rate of 25 percent per year over four  years,  except for
options granted under The Directors'  Plan,  which typically vest at the rate of
50 percent per year over two years. Under these plans, the option exercise price
equals the stock's market price on the date of grant.  Options may be granted to
employees,  officers,  directors and  consultants.  The Company has also granted
options,  under similar terms as above, under no specific  shareholder  approved
plan.

Stock option transactions for 1999, 1998 and 1997 are summarized as follows:

                                       24
<PAGE>

<TABLE>
<CAPTION>

                                                  1999                     1998                    1997
                                        ---------------------------------------------------------------------------
                                        ---------------------------------------------------------------------------
                                           Shares      Wtd Avg      Shares     Wtd Avg      Shares      Wtd Avg
                                           (000)      Ex Price       (000)    Ex Price      (000)      Ex Price
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
<S>                                       <C>            <C>        <C>           <C>     <C>           <C>
Outstanding at beginning of year          2,052          $3.67      2,512         $3.41   2,191         $3.52
Granted                                     676           1.18         90          1.34     530          2.58
Exercised                                  -              -           (50)         1.56    (101)         2.13
Cancelled                                  (262)          2.12       (500)         2.18    (108)         2.74
Outstanding at end of year                2,466          $3.13      2,052         $3.67   2,512         $3.41
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Exercisable at end of year                1,755          $3.81      1,659         $4.02   1,905         $3.76
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Weighted average fair value of options            $0.94                   $0.90                    $2.01
granted
-------------------------------------------------------------------------------------------------------------------
</TABLE>

The following  table  summarizes  information  about  fixed-price  stock options
outstanding at March 28, 1999:
<TABLE>
<CAPTION>

                                          Options Outstanding                             Options Exercisable
---------------------- ----------------------------------------------------------- ----------------------------------
---------------------- ---------------- ------------------------ ----------------- -------------- -------------------
 Option Price Range        Shares          Wtd Avg Remaining         Wtd Avg          Shares       Wtd Avg Exercise
                                           Contractual Life       Exercise Price                        Price
---------------------- ---------------- ------------------------ ----------------- -------------- -------------------
---------------------- ---------------- ------------------------ ----------------- -------------- -------------------
<S>  <C>                   <C>                <C>                     <C>              <C>              <C>
     $ 4.62-6.00           790,000            1.92 years              $5.94            790,000          $5.94
     $ 2.25-2.50           828,000            4.39 years              $2.36            687,000          $2.33
     $ .63-1.75            848,000            8.52 years              $1.27            278,000          $1.44
</TABLE>


NOTE 7 - COMMITMENTS

The Company leases its  manufacturing and office facility under a noncancellable
operating   lease.   Approximate   minimum   future  lease  payments  under  all
noncancellable  operating  leases expiring at various dates through fiscal 2004,
are as follows:

               Fiscal year ending:
               2000                      $    377,000
               2001                           382,000
               2002                           381,000
               2003                           391,000
               2004                           361,000
               Thereafter                        -
                                         -------------
                                         $  1,892,000
                                         =============

Rent expense for the fiscal years ending 1999,  1998 and 1997 was  approximately
$279,000, $353,000 and $346,000, respectively.

The Company has employment and  termination  agreements  with certain  employees
under which the employees  may receive  severance pay through the greater of the
end of the term of the contract or up to twelve months. Total compensation under
these  agreements  in the event of  employment  through  the full term  would be
approximately  $275,000  and  $244,000  for fiscal  years  ending 2000 and 2001,
respectively.

NOTE 8 - LEGAL

The  Company is,  from time to time,  subject to legal and other  matters in the
normal  course of its  business.  While the  results of such  matters  cannot be
predicted with certainty,  management does not believe that the

                                       25
<PAGE>

final  outcome  of any  pending  matters  will  have a  material  effect  on the
financial position and results of operations of the Company.

NOTE 9 - EMPLOYEES' RETIREMENT PLAN

The  Company  maintains  a 401(k)  Plan which is  qualified  under the  Internal
Revenue Code.  All full-time  employees are eligible to participate in the Plan.
Employees may make voluntary  contributions to the Plan which are matched by the
Company at the rate of $.50 for every $1.00 of employee contribution, subject to
certain  limitations.  The  Company  contributions  recognized  as expense  were
approximately  $62,000,  $60,000,  and $69,000 for the fiscal years ending 1999,
1998 and 1997, respectively.

NOTE 10 - SUPPLEMENTAL STATEMENTS OF CASH FLOWS INFORMATION
<TABLE>
<CAPTION>

                                                         March 28, 1999       March 29, 1998       March 30, 1997
                                                      ----------------------------------------------------------------
<S>                                                        <C>                  <C>                   <C>
Cash paid during the year for:
   Interest (net of amount capitalized)                    $   -                $   -                 $ 2,600
   Income taxes                                              8,000                1,600                 1,600

Noncash Transaction:
   Issuance of common stock upon the conversion of           8,000               26,000                   -
    Redeemable Convertible Preferred Stock
</TABLE>

NOTE 11 - VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>

(000)                                               Balance at    Charged to Cost     Deductions     Balance at End
                                                   Beginning of     and Expenses                       of Period
                                                      Period
                                                  --------------- ----------------- --------------- -----------------
<S>                                                  <C>                <C>              <C>            <C>
Year end March 28, 1999
-----------------------
Allowance for bad debt                               $ 83               $ -              $ -            $ 83
Warranty                                               95                 49              49              95

Year end March 29, 1998
-----------------------
Allowance for bad debt                                 83                 -                -              83
Warranty                                               95                 25              25              95

Year end March 30, 1997
-----------------------
Allowance for bad debt                                105                 -               22              83
Warranty                                               95                 39              39              95
</TABLE>


Item 9.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure
--------------------------------------------------------------------------------
          None

                                       26
<PAGE>


                                    PART III

Item 10.          Directors and Executive Officers

Set forth below is certain information relating to the directors and officers of
the Company.

      Name                Age                    Position

Harry Melkonian           49       Chairman of the Board, President and Chief
                                   Executive Officer

Robert G. Allison         42       Director

Harold A. Blomquist       47       Director

M. Scott Farese           42       Director

Hayden Leason             68       Director

Jon B. Victor             46       Director

Patrick J. Holmes         53       Executive Vice President, Chief Financial
                                   Officer, Secretary & Treasurer

Brock Koren               35       Vice President, Sales & Marketing

Harry Melkonian, Chairman of the Board, President & Chief Executive Officer
---------------------------------------------------------------------------
Mr.  Melkonian  joined the  Company in June 1992.  He has been  President  since
November 1996, was elected Chief Executive  Officer in October 1997 and Chairman
of the Board in April 1998.  He served as General  Manager of the  Company's PIN
photodiode  business from 1993 until November 1996.  From 1989 until joining the
Company,  Mr. Melkonian  operated Melkonian  Associates,  a consulting firm that
assisted the Company in the  acquisition  of its  subsidiary,  Silicon  Detector
Corporation.  From 1987 until 1989,  he was Director of  Operations at Simulaser
Corporation;  and for six years  previously,  he held various  operations  level
positions at Sensor  Technology,  Inc. Mr. Melkonian holds a Bachelor of Science
degree in Business Administration from Northeastern University.

Robert G. Allison, Director
---------------------------
Mr.  Allison  became a  director  in January  1998.  He  previously  served as a
director from October 1996 to June 1997. Mr. Allison is the Managing  Partner of
Innovate  Partners,  Inc.,  a private  capital and  consulting  firm serving the
technology market. Mr. Allison is a partner of Edgewater Private Equity Fund, LP
and  Edgewater  Private  Equity  Fund II, LP,  limited  partnerships  formed for
investment  purposes.  Prior to forming  Allison Venture  Partners,  Mr. Allison
served as the Executive Vice President,  Chief Operating Officer and Director of
Aurora Electronics Group, Inc. (AUR-AMEX). Mr. Allison served as Vice President,
Semiconductor  Marketing and Assets at Arrow Electronics,  Inc.  (NASDQ-ARW) and
was the founder,  President and CEO of Insight Electronics,  Inc., a specialized
semiconductor distributor which was acquired by MEMEC Group, PLC.

Harold A. Blomquist, Director
-----------------------------
Mr.  Blomquist  became a director of the Company in August 1998. He is currently
the President of American Microsystems,  Inc. (AMI) Japan, Ltd., in Tokyo Japan,
Senior  Managing  Director  and  Chairman  of the Board of AMI GmbH in  Dresden,
Germany;  Senior Vice President of Business Operations Worldwide;  and, a member
of the  Board  of  Directors  for both AMI and AMI  Holding  Company.  AMI is an
electronic component manufacturer with 1997 sales of more than $250 million. Mr.
Blomquist  joined AMI in 1990 and previously  held senior  management  positions
with General Semiconductor,  Inmos and Texas Instruments.  He holds a bachelor's
degree in electrical engineering from the University of Utah.

                                       27
<PAGE>


M. Scott Farese, Director
-------------------------
Mr.  Farese  became a director of the Company in August 1998.  He is currently a
Regional Sales Manager for Filtertek  Inc. Mr. Farese joined  Filtertek in 1991.
Filtertek is the largest worldwide  producer of custom  filtration  products and
fluid  control  devices and the world's  largest  manufacturer  of custom molded
filter elements.  Filtertek is a subsidiary of ESCO Electronics Corporation. Mr.
Hayden Leason, a Director and greater than 20% owner of Advanced Photonix, Inc.,
founded  Filtertek  which  he sold in 1992 to  Schawk  Inc.  Mr.  Farese  is the
son-in-law of Mr. Leason.

Hayden Leason, Director
-----------------------
Mr.  Leason became a director of the Company in July 1995. He served as Chairman
of the Board from October 1996 until October 1997 and as Chief Executive Officer
from November 1996 until October  1997. In 1965,  Mr. Leason  founded  Filtertek
Inc.,  a designer  and  manufacturer  of specialty  filtration  elements,  which
subsequently  became a New York  Stock  Exchange  listed  company.  He served as
Chairman  and Chief  Executive  Officer  until 1992 when he sold his interest to
Schawk Inc. Since 1992, Mr. Leason has managed various private investments.  Mr.
Leason is a 1954  graduate of  Northwestern  University  where he  received  his
Bachelor of Science degree in Business Administration.

Jon B. Victor, Director
-----------------------
Mr.  Victor became a director of the Company in June 1995. He served as Chairman
of the Board from  October 1997 until April 1998.  Mr.  Victor is the Manager of
Greenwich Ventures,  LLC, which is the general partner of Greenwich Ventures, LP
and Vantage Ventures, CV, Investment  Partnerships,  which he organized in 1996.
He began his career in the equity research and trust  departments of the Bank of
New York.  From 1978 through 1982 he worked for J. & W. Seligman & Co., where he
was responsible for offshore  advisory  relationships,  and was President of the
firm's broker/dealer subsidiary. Mr. Victor founded Security Capital Management,
Inc.,  an  investment  advisory  firm,  in 1983,  and served as its President or
Co-President until 1996. In 1992, Mr. Victor co-founded Gordon Management, Inc.,
the general partner of Edgewater  Private Equity Fund, LP, and Edgewater Private
Equity Fund II, LP. Mr. Victor is a 1973 magna cum laude  graduate of Washington
University and a 1977 graduate of the George Washington University School of Law
where he earned his J.D. cum laude and  completed  his M.B.A.  course work.  Mr.
Victor serves on the Board of Directors of several private  investment firms and
acts as an independent arbitrator for the National Futures Association.

Patrick J. Holmes, Executive Vice President, Chief Financial Officer,
Corporate Secretary and Treasurer
--------------------------------------------------------------------------------
Mr.  Holmes  joined the  Company  in August  1993 and was named  Executive  Vice
President in November 1996. From 1989 until joining the Company,  Mr. Holmes was
a Division  Controller  for  Textron,  Inc.  From 1985 until 1989,  he was Chief
Accountant  and  Financial  Operations  Manager for two  start-up  companies  of
Lockheed  Corporation  in  Sunnyvale,  CA.  Previously,  Mr.  Holmes held senior
financial posts with General Dynamics and Datapoint Corporation. Mr. Holmes, who
is a Certified Public Accountant,  received his degree in accounting,  magna cum
laude,  from the  University of Missouri in St. Louis and is a past recipient of
the Missouri Society of CPAs Silver Medal.

Brock Koren, Vice President, Sales & Marketing
----------------------------------------------
Mr.  Koren  joined  the  Company in July 1998.  From 1992 until  1998,  he was a
regional sales engineer responsible for technical sales in So. California of all
Hamamatsu  photonic products  including  Photomultiplier  Tubes.  Hamamatsu is a
leading  manufacturer  of devices for  generation  and  measurement of infrared,
visible,  and ultraviolet light,  including the largest  manufacturer of PMTs in
the world.  From 1989 until 1992,  he was a sales  engineer/account  manager for
Tektronix,  Inc.,  a $2.1  billion  global  high-technology  company  based on a
portfolio of measurement, color printing and video and networking businesses. Mr
Koren  received his Bachelor of Science  Degree in Electrical  Engineering  from
California  State  University,  Long Beach,  California.

                                       28
<PAGE>

Directors serve annual terms until the next annual meeting of  stockholders  and
until their successors are elected and qualified. Officers serve at the pleasure
of the Board of Directors.

Compliance with Section 16(a) of the Securities Exchange Act of 1934
--------------------------------------------------------------------

Section  16(a) of the  Securities  Exchange Act of 1934  requires the  Company's
officers and Directors and persons who own more than ten percent of a registered
class of the Company's equity securities  (collectively the "Reporting Persons")
to file reports of beneficial  ownership and changes in beneficial  ownership of
the Company's equity securities with the Securities and Exchange  Commission and
to furnish the Company with copies of these reports.  Based solely on its review
of the copies of the forms received by it, the Company  believes that all of its
officers and directors complied with all filing requirements applicable to them,
except  with  respect to the late  filing of Form 5's to report  January 4, 1999
option  grants for 1,000  shares each of the  Company's  Class A Common Stock by
Robert G. Allison,  Harold A. Blomquist,  M. Scott Farese, Hayden Leason and Jon
B. Victor,  which Form 5's were filed in June 1999;  the late filing of a Form 5
by Harry  Melkonian to report an April 22, 1999 option grant for 200,000  shares
of the Company's  Class A Common Stock,  which Form 5 was filed in May 1999; the
late  filing of a Form 5 by Patrick J. Holmes to report an April 22, 1999 option
grant for 50,000 shares of the Company's Class A Common Stock,  which Form 5 was
filed in May 1999;  and the late  filing of a Form 5 by Brock  Koren to report a
June 14, 1999 option grant for 100,000  shares of the  Company's  Class A Common
Stock, which Form 5 was filed in May 1999.

Item 11.        Executive Compensation
--------        ----------------------
The following table sets forth  compensation  paid or accrued by the Company for
services  rendered to the Company's Chief  Executive  Officer and to each of the
other  executive  officers  of the  Company  whose  cash  compensation  exceeded
$100,000 for services rendered during the last three fiscal years.

<TABLE>

                                              SUMMARY COMPENSATION TABLE

<CAPTION>
                                                                           Long Term Compensation
                                                                   --------------------------------------
                                         Annual Compensation                  Awards            Payouts
                                     ----------------------------  --------------------------   -------
                                                                    Restricted     Securities
Name and                                             Other Annual     Stock        Underlying    LTIP      All Other
Principal                    Fiscal  Salary   Bonus  Compensation     Awards        Options     Payouts  Compensation
Position                      Year    ($)      ($)        ($)           ($)           (#)        ($)         ($)(1)
--------------------------------------------------------------------------------------------------------------------
<S>                          <C>     <C>      <C>           <C>          <C>       <C>            <C>        <C>
Harry Melkonian,             1999    150,000  20,600        -            -         200,000        -          4,500
Chairman of the Board,       1998    150,000  40,000        -            -            -           -          4,700
President and Chief          1997    135,000     -          -            -         140,000        -          3,900
Executive Officer(2)
--------------------------------------------------------------------------------------------------------------------
Hayden Leason                1999      -         -          -            -            -           -           -
Chairman of the Board and    1998      -         -          -            -            -           -           -
Chief Executive Officer3     1997      -         -          -            -            -           -           -
--------------------------------------------------------------------------------------------------------------------
Patrick J. Holmes            1999    125,000    9,400       -            -          50,000        -          8,600
Executive Vice President,    1998    125,000   15,000       -            -            -           -          3,900
CFO, Secretary and Treasurer 1997    125,000     -          -            -          70,000        -          3,300
--------------------------------------------------------------------------------------------------------------------
Brock Koren                  1999    135,000     -          -            -         100,000        -          5,300
Vice President, Sales &      1998      -         -          -            -            -           -           -
Marketing                    1997      -         -          -            -            -           -           -
--------------------------------------------------------------------------------------------------------------------
<FN>
1 Represents amounts paid by the Company on behalf of the named person in connection with the Company's 401(k) Retirement Plan,
  vacation pay and car allowance.
2 Mr. Melkonian was elected Chief Executive Office in October, 1997, and Chairman of the Board in April 1998.
3 Mr. Leason  resigned as Chairman of the Board and Chief  Executive  Officer in October 1997.  Options granted as part of plans
  provided to outside  directors of the Company have been  excluded from the table (1,000 in 1999 and 10,000 in 1998).
</FN>
</TABLE>
                                       29
<PAGE>

Employment Agreements
---------------------

The Company has employment and termination  agreements  with certain  employees,
including  Messrs.  Melkonian  and Holmes under which the  employees may receive
severance  pay  through  the end of the  term of the  contract  or up to  twelve
months. See Notes to Consolidated Financial Statements - Note 7.

Stock Options
-------------

The following  table sets forth  certain  information  concerning  stock options
granted to the persons named in the Summary  Compensation  Table during the last
fiscal year and  unexercised  stock  options  held by such persons at the end of
such fiscal year. No options were exercised during the last fiscal year.
<TABLE>

                                                                 Option Grants in Fiscal 1999
                                                                       Individual Grants

<CAPTION>
                                   Number of           % of Total
                                   Securities       Options Granted        Exercise or
                                   Underlying       to Employees in         Base Price            Expiration
Name(1)                            Options             Fiscal Year            ($/Sh)                  Date
                                    Granted (#)
------------------------------ ------------------- ------------------- --------------------- ----------------------
<S>                                 <C>                   <C>                 <C>                   <C>
Hayden Leason                        1,000                 -                   .625                 1/4/09
------------------------------ ------------------- ------------------- --------------------- ----------------------
Harry Melkonian                     200,000               32%                 $1.25                 4/22/08
------------------------------ ------------------- ------------------- --------------------- ----------------------
Patrick J. Holmes                    50,000                8%                 $1.25                 4/22/08
------------------------------ ------------------- ------------------- --------------------- ----------------------
Brock Koren                         100,000               16%                 $1.00                 6/14/08
------------------------------ ------------------- ------------------- --------------------- ----------------------
<FN>
1    See "Summary Compensation Table" and Item 10 "Directors and Executive Officers" for principal position.
</FN>
</TABLE>

The following  tables set forth  certain  information  concerning  stock options
granted to and exercised by the persons named in the Summary  Compensation Table
during the last fiscal year and  unexercised  stock options held by such persons
at the end of such fiscal year. No options were exercised during the last fiscal
year.

  <TABLE>

    Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values

<CAPTION>
                                                                                                        Value of Unexercised
                                                                Number of Securities Underlying       In-the-Money Options at
                        Shares Acquired                     Unexercised Options at Fiscal Year End(#)   Fiscal Year End ($)
Name (1)                on Exercise (#)  Value Realized          Exercisable/Unexercisable           Exercisable/Unexercisable
-----------------------------------------------------------------------------------------------------------------------------
<S>                         <C>              <C>                  <C>                                    <C>
Harry Melkonian             -                -                    164,000/236,000                        -/-
Hayden Leason               -                -                     25,000/10,000                         -/-
Patrick J. Holmes           -                -                     132,000/68,000                        -/-
Brock Koren                 -                -                       100,000/-                           -/-
--------------------- ----------------- --------------- --------------------------------------- ------------------------
<FN>
1    See "Summary Compensation Table" and Item 10 "Directors and Executive Officers" for principal position.
</FN>
</TABLE>

On January  18,  1995 the Board of  Directors  canceled  outstanding  options to
purchase an aggregate of 365,000  shares of the  Company's  Class A Common Stock
and granted to the holders of such options new options to purchase an equivalent
number of shares.  These options were the only options of the Company which have
been issued coincident with the cancellation of outstanding options or otherwise
repriced  since the Company's  inception  through  March 29, 1998.  The Board of
Directors  concluded  that the  subsequent  decrease in the market price for the
Company's Class A Common Stock below the exercise price for the canceled options
was  due to  factors  which  were  principally  not  all  within  the  realm  of
responsibility of the option holders and that the options no longer provided the
incentive  to such  option  holders to  perform on behalf of the  Company in the
manner  contemplated  by the Board  when the  canceled  options  were  initially
granted.  On the date of the issuance of the new options and the cancellation of
the outstanding options, the closing sale price for the Company's Class A Common
Stock as reported on the American Stock Exchange

                                       30
<PAGE>

was $1.56.  The  following  table sets forth certain  information  regarding the
aforementioned canceled and new options:


<TABLE>

                                               Ten-Year Option Repricings
<CAPTION>

                                 Number of Securities   Market Price of   Exercise Price at               Length of Original
                                  Underlying Options   Stock at Time of       Time of       New        Option Term Remaining at
                                     Repriced or         Repricing or       Repricing or    Exercise            Date of
Name1                Date            Amended (#)         Amendment ($)     Amendment ($)    Price ($)   Repricing or Amendment
----                 ----            -----------         -------------     -------------    ---------   ----------------------
<S>                  <C>               <C>                   <C>                <C>            <C>              <C>
Harry Melkonian      1/18/95           60,000                1.56               3.62           1.56             7 years

Patrick J. Holmes    1/18/95           30,000                1.56               4.87           1.56             9 years
                                       30,000                1.56               4.50           1.56             9 years
------------------------------------------------------------------------------------------------------------------------------
<FN>
1    See "Summary Compensation Table" and Item 10 "Directors and Executive Officers" for principal position.
</FN>
</TABLE>

Compensation of Directors
-------------------------

Prior to October 1995, each director who is not an employee of the Company or an
affiliate  received an annual fee of $10,000,  payable in quarterly  increments,
and a fee of $1,000 for each meeting attended.  Each of the directors who is not
an employee of the Company is eligible  for grants of stock  options  upon their
appointment  to the Board of Directors  under the 1991 Special  Directors  Stock
Option  Plan  and on an  annual  basis  so  long as they  remain  on the  Board.
Directors who are also officers of the Company or its  affiliates do not receive
cash  compensation  in  consideration  for  their  services  as  directors.  All
directors,  however, including employee directors, are reimbursed for reasonable
travel  expenses  incurred in connection  with their  attending  meetings of the
Board of  Directors  and  committees.  In October  1995,  the Board of Directors
eliminated the accrual or payment of all fees including all annual fees, meeting
fees and any payment for services as the Chairman or Member of any  Committee of
the Board of  Directors  except for  reasonable  travel  expenses.  In addition,
participation  in the 1991  Special  Directors  Stock  Option  Plan,  other than
initial  grants for new  directors,  was  suspended.  In January 1998, the Board
reinstated  participation  in the 1991 Special  Directors  Stock Option Plan and
approved an annual stock option grant in lieu of an annual cash fee.  This grant
would  be  the   approximate   equivalent  of  $10,000   calculated   using  the
Black-Scholes option pricing model.

                                       31
<PAGE>


Item 12.     Security Ownership of Certain Beneficial Owners and Management

The  following  table sets  forth,  as of March 28,  1999,  certain  information
concerning  the  holdings  of each person who was known by the Company to be the
beneficial  owner of more than five  percent (5%) of the  outstanding  shares of
Class A or Class B Common Stock of the Company,  by each  director and executive
officers and by all directors and officers as a group.  The outstanding  Class B
Common Stock represents only 0.6% of the total outstanding shares.


                                     Class A Common Stock
                           ----------------------------------------
                            Shares       Shares Under     Percent
                             Owned       Exercisable      Voting(2)
                                        Options/Warrants(1)
                           ----------------------------------------
Hayden Leason(3)            2,304,100        35,000        21.2

M. Scott Farese(8)          2,304,100        35,000        21.2

The Townsend Group(9)         851,900         -             7.7

Advanced Detectors,            -            750,000         6.4
Inc.(4)

Edgewater Private
Equity Fund(6)                593,640        22,500         5.6

Robert G. Allison(7)          593,640        22,500         5.6

Jon Victor(5)                 237,400        35,000         2.5

Patrick J. Holmes(5)           62,600       132,000         1.7

Harry Melkonian(5)             10,000       164,000         1.6

Harold A. Blomquist(5)           -            5,000          -

Directors & Officers as     3,601,240       393,500        31.6
a Group


1  Includes shares under options exercisable on March 28, 1999 and options which
   become exercisable within 60 days thereafter.

2 Represents  combined  voting  power of both Class A and Class B Common  Stock,
  assuming beneficial owner exercises all exercisable options and warrants. None
  of the named  beneficial  owners  owned Class B Common  Stock and there are no
  Class B derivatives outstanding

3 The address of this  shareholder is Palmas Del Mar, 10 Monte Sol,  Humacao,
  Puerto  Rico  00791.  Includes  5,000  options  granted to Mr.  Farese (see
  footnote 8). Mr Farese is the son-in-law of Mr. Leason.

4 Formerly  Xsirius,  Inc.,  the last known  address of this  beneficial   owner
  was 1220 Avenida Acaso, Camarillo, CA 93012.

5 The address of this shareholder is c/o Advanced Photonix, Inc. 1240 Avenida
  Acaso, Camarillo, CA 93012.

6 The address of this  shareholder is c/o Edgewater  Private  Equity Fund, 900
  N. Michigan Ave.,  Suite 1400,  Chicago,  IL 60611.  Includes  22,500 options
  granted to Mr. Allison (see footnote 7).

7 The address of this shareholder is c/o Innovate  Partners,  Inc., 660 Newport
  Center Drive,  Suite 340,  Newport Beach, CA 92660.  Includes 593,640 shares
  owned by Edgewater (see footnote 6). Mr. Allison is a partner in Edgewater.
  Mr. Allison disclaims beneficial ownership of the shares held by Edgewater.

8 The address of this shareholder is c/o Advanced Photonix, Inc. 1240 Avenida
  Acaso, Camarillo, CA 93012. Includes 2,304,100 shares and 30,000 options
  owned by Mr.Leason (see footnote 3). Mr. Farese is the son-in-law of
  Mr. Leason.

9 The address of this shareholder is Townsend Group Investments, 22601 Pacific
  Coast Highway, Malibu CA 90265.



                                       32
<PAGE>

Item 13.       Certain Relationships and Related Transactions
--------       ----------------------------------------------

See Item 11.  Executive Compensation.


                                     PART IV

Item 14.       Exhibits, Financial Statement Schedules, and Reports on Form 8-K
--------       ----------------------------------------------------------------

(a)   The following is a list of the financial statement schedules and exhibits
      filed herewith.

   (1) Financial Statements: No financial statements have been filed with this
       Form 10-K other than those listed in Item 8.

   (2) Financial Statement Schedules:  Schedules for which provisions are made
         in the applicable accounting regulations of the Securities and Exchange
         Commission  are not  required  under the related  instructions,  or are
         disclosed in the accompanying consolidated financial statements, or are
         inapplicable and, therefore, have been omitted.

   (3) Exhibits:

Exhibit
  No.                   Description

3.1      Certificate of Incorporation of the Registrant,  as amended.  -
         incorporated by reference to Exhibit 3.1 to the  Registrant's
         Registration  Statement on Form S-1, filed with the Securities and
         Exchange Commission on November 23, 1990

3.1.1    Amendment to Certificate of Incorporation of the Registrant,  dated
         October 29, 1992 - incorporated by reference to the Registrant's March
         31, 1996 Annual Report on Form 10-K

3.1.2    Amendment to Certificate of  Incorporation  of the  Registrant,
         dated September 9, 1992 - incorporated  by reference to the
         Registrant's  March 31, 1996 Annual Report on Form 10-K

3.2      By-laws of the Registrant, as amended - incorporated by reference to
         the Registrant's March 31, 1996 Annual Report on Form 10-K

10.1*    Advanced  Photonix,  Inc. 1991 Special Directors Stock Option Plan -
         incorporated by reference to Exhibit 10.9 to the Registrant's
         March 31, 1991 Annual Report on Form 10-K

10.2*    Advanced  Photonix,  Inc.  1990  Incentive  Stock  Option and
         Non-Qualified Stock Option Plan - incorporated  by reference to Exhibit
         No. 10.11 to the Registrant's Registration Statement on Form S-1,
         filed with the Securities and Exchange Commission on November 23, 1990

10.3*    Advanced  Photonix, Inc. 1997 Employee Stock Option Plan - incorporated
         by reference to Exhibit 10.13 to the  Registrant's  March 30, 1997
         Annual report on Form 10-K

10.4*    Amendment No.1 to 1997 Employee Stock Option Plan of Advanced Photonix,
         Inc. - incorporated by reference to Exhibit 10.14 to the Registrant's
         December 28, 1997 Quarterly report on Form 10-Q

                                       33
<PAGE>

10.5     Employment  Agreement  dated June 1, 1998,  between  Advanced Photonix,
         Inc. and Patrick J. Holmes - incorporated  by reference to Exhibit 10.5
         to the  Registrant's March 29, 1998 Annual Report on Form 10-K

10.6     Employment  Agreement dated June 1, 1998,  between  Advanced  Photonix,
         Inc. and Harry  Melkonian - incorporated  by reference  to Exhibit 10.6
         to the  Registrant's March 29, 1998 Annual Report on Form 10-K


10.7     Form of Non-Qualified Stock Option granted to Advanced Detectors, Inc.,
         formerly  Xsirius,  Inc. - incorporated  by reference to Exhibit  10.13
         to Amendment No. 3 to the Registrant's Registration Statement on Form
         S-1, filed with the Securities and Exchange Commission on February 11,
         1991

10.8     Loan and Security  Agreement  dated  September 6, 1995,  between
         Silicon Valley Bank and  Registrant -  incorporated  by reference to
         Exhibit 10.12 to the Registrant's March 31, 1996 Annual Report on Form
         10-K

10.8.1   Amended Loan and Security  Agreement  dated July 16, 1998 between
         Silicon Valley Bank and  Registrant - incorporated  by reference to
         Exhibit 10.15 to the Registrant's September 27, 1998 Quarterly Report
         on Form 10-Q

10.9     Lease  Agreement  dated February 23, 1998 between  Advanced  Photonix,
         Inc. and High Tech No. 1, Ltd. - incorporated by reference to Exhibit
         10.9 to the  Registrant's March 29, 1998 Annual Report on Form 10-K

10.10    Form of Indemnification  Agreement  provided to Directors and Principal
         Officers of Advanced Photonix,  Inc. - incorporated by reference to
         Exhibit 10.15 to the Registrant's December 28, 1997 Quarterly report on
         Form 10-Q

21       List of Subsidiaries of Registrant - incorporated by reference to
         Exhibit 22 to the Registrant's March 31, 1993 Annual Report on Form
         10-K

23.1     Consent of Arthur Andersen LLP, independent public accountants

*Constitutes a compensation plan or arrangement required to be filed as part
  of this report.


                                       34

<PAGE>


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) 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/Harry Melkonian
                                               ---------------------
                                               Harry Melkonian, President &
Date: June 25, 1999                            Chief Executive Officer
      -------------

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the  following  persons on behalf of the  Registrant in
the capacities and on the dates indicated.

Signature                           Title                             Date
---------                           -----                             ----

/s/Harry Melkonian       Chairman of the Board, President &       June 25, 1999
---------------------    Chief Executive Officer
Harry Melkonian          (Principal Executive Officer)

/s/Robert G. Allison
---------------------    Director                                 June 25, 1999
Robert G. Allison

/s/Harold A. Blomquist
---------------------    Director                                 June 25, 1999
Harold A. Blomquist

/s/Scott Farese
--------------------     Director                                 June 25, 1999
M. Scott Farese

/s/Hayden Leason
---------------------    Director                                 June 25, 1999
Hayden Leason

/s/Jon B. Victor
---------------------    Director                                 June 25, 1999
Jon B. Victor

/s/Patrick J. Holmes
---------------------    Executive Vice President, Chief          June 25, 1999
Patrick J. Holmes        Financial Officer, Corporate
                         Secretary/Treasurer,
                         (Principal Financial and Accounting Officer)

                                       35